Table of Contents
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
FORM
10-Q
 
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended JuneSeptember 30, 2021
OR
 
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
                
to
                
Commission file number 001-39800
 
 
ENJOY TECHNOLOGY, INC.
MARQUEE RAINE ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
 
Cayman IslandsDelaware
 
001-39800
 
98-1566891
(State or other jurisdiction
of
of incorporation or organization)
(I.R.S. Employer
Identification No.)
3240 Hillview Ave
Palo Alto, CA
 
(Commission
File Number)
(IRS Employer
Identification No.)
65 East 55th Street, 24th Floor
New York, NY
1002294304
(Address Of Principal Executive Offices)of principal executive offices)
 
(Zip Code)
(888)
(415)
480-1752463-6569
(Registrant’s telephone number, including area code
code)
Not ApplicableN/A
(Former name or former address, if changed since last report)
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
class:
 
Trading
Symbols
Symbol(s)
 
Name of each exchange
on which registered
registered:
Units, each consisting of one Class A ordinaryCommon Stock, $0.0001 par value per share and
one-fourth
of one redeemable warrant
 
MRACUENJY
 
The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per shareWarrants to purchase common stock
 
MRAC
The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share
MRACWENJYW
 
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☐    No  ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in
Rule
12b-2
of the Exchange Act.
Large accelerated filer ☐  Accelerated filer ☐
Non-accelerated filer ☒  Smaller reporting company ☒
 
  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.  ☐
Indicate by check mark whether the registrant is a shell company (as defined in
Rule
12b-2
of the Exchange Act).    Yes  ☒☐    No  ☐☒
AsThe number of August 1
6
, 2021, 37,375,000 Class A ordinary shares of the registrant’s Common Stock, par value $0.0001 per share and 9,343,750 Class B ordinary shares, par value $0.0001 per share, were issued and outstanding respectively.
was 119,171,866, as of October 15, 2021.
 
Table of Contents
ENJOY TECHNOLOGY, INC.
(FORMERLY KNOWN AS MARQUEE RAINE ACQUISITION CORP.)
Quarterly Report on Form
10-Q
Table of Contents
TABLE OF CONTENTS
     
Page
 
PART I. FINANCIAL INFORMATION
  
Item 1. 
Item 1.
Condensed Consolidated Financial Statements
   1 
 
Condensed Consolidated Balance Sheets as of JuneSeptember 30, 2021 (Unaudited) and December 31, 2020
   1 
 
Unaudited Condensed Consolidated Statements of Operations for the Three and Six months ended JuneNine Months Ended September 30, 2021
   2 
 
Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity for the Three and Six months ended JuneNine Months Ended September 30, 2021
   3 
 
Unaudited Condensed Consolidated Statement of Cash Flows for the Six months ended JuneNine Months Ended September 30, 2021
   4 
 
Notes to Unaudited Condensed Consolidated Financial Statements
   5 
Item 2.
 
Management’s Discussion and Analysis of Financial Condition and Results of Operations
   1918 
Item 3.
 
Quantitative and Qualitative Disclosures About Market Risk
   2321 
Item 4.
 
Controls and Procedures
   2321 
PART II. OTHER INFORMATION
Item 1.Legal Proceedings   24 
Item 1A.1.
 
Risk FactorsLegal Proceedings
   2422 
Item 2.1A.
 
Risk Factors
22
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities
   2622 
Item 3.
 
Defaults Upon Senior Securities
   2622 
Item 4.
 
Mine Safety Disclosures
   2622 
Item 5.
 
Other Information
   2622 
Item 6.
 
Exhibits
   2722
SIGNATURES
23 
 
Table of Contents
EXPLANATORY NOTE
On October 15, 2021, subsequent to the fiscal quarter ended September 30, 2021, the fiscal quarter to which this Quarterly Report on Form 10-Q (this “Quarterly Report”) relates, Marquee Raine Acquisition Corp. (now known as Enjoy Technology, Inc.), a Delaware corporation that is our predecessor, consummated the previously announced business combination (the “Business Combination”) pursuant to that certain Agreement and Plan of Merger, dated as of April 28, 2021 and amended on July 23, 2021 and September 13, 2021 (the “Merger Agreement”), by and among Marquee Raine Acquisition Corp., MRAC Merger Sub Corp. and Enjoy Technology Operating Corp. (f/k/a Enjoy Technology Inc.). Pursuant to the Merger Agreement, following the approval by the Company’s stockholders on October 13, 2021, the Business Combination was consummated.
Unless stated otherwise, this Quarterly Report contains information about the Company before the Business Combination. References to the “Company,” “our,” “us” or “we” in this Quarterly Report refer to Marquee Raine Acquisition Corp. and its consolidated subsidiaries before the consummation of the Business Combination and to Enjoy Technology, Inc. and its consolidated subsidiaries after the Business Combination, as the context suggests.
Except as otherwise expressly provided herein, the information in this Quarterly Report does not reflect the consummation of the Business Combination, which, as discussed above, occurred subsequent to the period covered hereunder.
Table of Contents
PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
ENJOY TECHNOLOGY, INC.
(FORMERLY KNOWN AS MARQUEE
RAINE ACQUISITION CORP.
)
CONDENSED CONSOLIDATED BALANCE SHEETS
 
   
June 30, 2021
  
December 31, 2020
 
   
(Unaudited)
    
Assets
         
Current assets:
         
Cash
  $877,620  $2,266,049 
Prepaid expenses
   636,568   831,645 
   
 
 
  
 
 
 
Total current assets
   1,514,188   3,097,694 
Cash held in Trust Account
   373,750,000   373,750,000 
   
 
 
  
 
 
 
Total Assets
  
$
375,264,188
 
 
$
376,847,694
 
   
 
 
  
 
 
 
Liabilities and Shareholders’ Equity
         
Current liabilities:
         
Accounts payable
  $4,289,351  $578,902 
Accrued expenses
   1,014,468   488,824 
   
 
 
  
 
 
 
Total current liabilities
   5,303,819   1,067,726 
Deferred legal fees
   462,409   0   
Deferred underwriting commissions
   13,081,250   13,081,250 
Derivative warrant liabilities
   20,045,330   27,249,130 
   
 
 
  
 
 
 
Total liabilities
   38,892,808   41,398,106 
Commitments and Contingencies
   0   0 
Class A ordinary shares, $0.0001 par value; 33,137,137 and 33,044,958 shares subject to possible redemption at $10.00 per share at June 30, 2021 and December 31, 2020, respectively
   331,371,370   330,449,580 
Shareholders’ Equity
         
Preference shares, $0.0001 par value; 5,000,000 shares authorized; NaN issued and outstanding at June 30, 2021 and December 31, 2020
   0     0   
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 4,237,863 and 4,330,042 shares issued and outstanding (excluding 33,137,137 and 33,044,958 shares subject to possible redemption) at June 30, 2021 and December 31, 2020, respectively
   424   433 
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 9,343,750 shares issued and outstanding at June 30, 2021 and December 31, 2020
   934   934 
Additional
paid-in
capital
   8,446,652   9,830,842 
Accumulated deficit
   (3,448,000)   (4,832,201) 
   
 
 
  
 
 
 
Total shareholders’ equity
   5,000,010   5,000,008 
   
 
 
  
 
 
 
Total Liabilities and Shareholders’ Equity
  
$
375,264,188
 
 
$
376,847,694
 
   
 
 
  
 
 
 
         
   
September 30,
2021
  
December 31,
2020
 
   
(Unaudited)
    
Assets
         
Current assets:         
Cash  $833,608  $2,266,049 
Prepaid expenses   514,151   831,645 
          
Total current assets   1,347,759   3,097,694 
Cash held in Trust Account   373,750,000   373,750,000 
          
Total Assets
  
$
375,097,759
 
 
$
376,847,694
 
          
Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit
         
Current liabilities:         
Accounts payable  $7,498,600  $578,902 
Accrued expenses   87,181   488,824 
          
Total current liabilities
   7,585,781   1,067,726 
Deferred legal fees   462,409   0   
Deferred underwriting commissions   13,081,250   13,081,250 
Derivative warrant liabilities   20,984,960   27,249,130 
          
Total liabilities
   42,114,400   41,398,106 
Commitments and Contingencies
   0    0  
Class A ordinary shares subject to possible redemption, $0.0001 par value; 37,375,000 and 37,375,000 shares at $10.00 per share at September 30, 2021 and December 31, 2020   373,750,000   373,750,000 
Shareholders’ Deficit
         
Preference shares, $0.0001 par value; 5,000,000 shares authorized; NaN issued and outstanding at September 30, 2021 and December 31, 2020   0     0   
Class A ordinary shares, $0.0001 par value; 500,000,000
shares authorized and NaN outstanding except shares subject to redemption at September 30, 2021 and December 31, 2020
   0     0   
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 9,343,750 shares issued and outstanding at September 30, 2021 and December 31, 2020   934   934 
Accumulated deficit   (40,767,575)   (38,301,346) 
          
Total shareholders’ deficit
   (40,766,641)   (38,300,412) 
          
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit
  
$
375,097,759
 
 
$
376,847,694
 
          
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
1
Table of Contents
ENJOY TECHNOLOGY, INC.
(FORMERLY KNOWN AS MARQUEE RAINE ACQUISITION CORP.)
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021
 
   
For The Three Months
Ended June 30, 2021
  
For The Six Months

Ended June 30, 2021
 
 
General and administrative expenses
  $2,357,741  $5,819,599 
   
 
 
  
 
 
 
Loss from operations
   (2,357,741)   (5,819,599) 
Other income / (expense)
         
Change in fair value of derivative warrant liabilities
   (626,410)   7,203,800 
   
 
 
  
 
 
 
Net income (loss)
  $(2,984,151)  $1,384,201 
   
 
 
  
 
 
 
Weighted average Class A ordinary shares outstanding, basic and diluted
   37,375,000   37,375,000 
   
 
 
  
 
 
 
Basic and diluted net income per ordinary share, Class A
  $0    $0   
   
 
 
  
 
 
 
Weighted average Class B ordinary shares outstanding, basic and diluted
   9,343,750   9,343,750 
   
 
 
  
 
 
 
Basic and diluted net income (loss) per ordinary share, Class B
  $(0.32)  $0.15 
   
 
 
  
 
 
 
         
   
For The Three Months Ended
September 30, 2021
  
For The Nine Months Ended
September 30, 2021
 
General and administrative expenses  $2,448,391  $8,267,990 
          
Loss from operations   (2,448,391)   (8,267,990) 
Other expenses         
Change in fair value of derivative warrant liabilities   (939,630)   6,264,170 
          
Net loss
  $(3,388,021)  $(2,003,820) 
          
Weighted average shares outstanding of Class A ordinary shares, basic and diluted
   37,375,000   37,375,000 
          
Basic and diluted net loss per share, Class A ordinary shares
  $(0.07)  $(0.04) 
          
Weighted average shares outstanding of Class B ordinary shares, basic and diluted
   9,343,750   9,343,750 
          
Basic and diluted net loss per share, Class B ordinary shares
  $(0.07)  $(0.04) 
          
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2
Table of Contents
ENJOY TECHNOLOGY, INC.
(FORMERLY KNOWN AS MARQUEE RAINE ACQUISITION CORP.)
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITYDEFICIT
FOR THE THREE AND SIXNINE MONTHS ENDED JUNESEPTEMBER 30, 2021
 
   
Ordinary Shares
         
Total
 
   
Class A
  
Class B
   
Additional Paid-in
  
Accumulated
  
Shareholders’
 
   
Shares
  
Amount
  
Shares
   
Amount
   
Capital
  
Deficit
  
Equity
 
Balance - December 31, 2020
  
 
4,330,042
 
 
$
433
 
 
 
9,343,750
 
  
$
934
 
  
$
9,830,842
 
 
$
(4,832,201
) 
 
$
5,000,008
 
Offering costs
   —     —     —      —      (266,102)   —     (266,102) 
Shares subject to possible redemption
   (410,225)   (41)   —      —      (4,102,209)   —     (4,102,250) 
Net income
   —     —     —      —      —     4,368,352   4,368,352 
   
 
 
  
 
 
  
 
 
   
 
 
   
 
 
  
 
 
  
 
 
 
Balance - March 31, 2021 (Unaudited)
  
 
3,919,817
 
 
 
392
 
 
 
9,343,750
 
  
 
934
 
  
 
5,462,531
 
 
 
(463,849
) 
 
 
5,000,008
 
Offering costs
  
 
—  
 
 
 
—  
 
 
 
—  
 
  
 
—  
 
   (196,307)  
 
—  
 
  (196,307) 
Shares subject to possible redemption
   318,046   32  
 
—  
 
  
 
—  
 
   3,180,428  
 
—  
 
  3,180,460 
Net loss
  
 
—  
 
 
 
—  
 
 
 
—  
 
  
 
—  
 
  
 
—  
 
  (2,984,151)   (2,984,151) 
   
 
 
  
 
 
  
 
 
   
 
 
   
 
 
  
 
 
  
 
 
 
Balance - June 30, 2021 (Unaudited)
  
 
4,237,863
 
 
$
424
 
 
 
9,343,750
 
  
$
934
 
  
$
8,446,652
 
 
$
(3,448,000
) 
 
$
5,000,010
 
   
 
 
  
 
 
  
 
 
   
 
 
   
 
 
  
 
 
  
 
 
 
   
Ordinary Shares
   
Additional
Paid-in

Capital
      
Total
Shareholders’
Deficit
 
   
Class A
   
Class B
   
Accumulated
Deficit
 
   
Shares
   
Amount
   
Shares
   
Amount
 
Balance - December 31, 2020
  
 
—  
 
  
$
—  
 
  
 
9,343,750
 
  
$
934
 
  
$
0  
 
  
$
(38,301,346
) 
 
$
(38,300,412
) 
Accretion of Class A ordinary shares subject to possible redemption  
 
—  
 
  
 
—  
 
  
 
—  
 
  
 
—  
 
  
 
—  
 
   (266,102)   (266,102) 
Net income  
 
—  
 
  
 
—  
 
  
 
—  
 
  
 
—  
 
  
 
—  
 
   4,368,352   4,368,352 
                                  
Balance - March 31, 2021 (Unaudited)
  
 
—  
 
  
 
—  
 
  
 
9,343,750
 
  
 
934
 
  
 
0  
 
  
 
(34,199,096
) 
 
 
(34,198,162
) 
Accretion of Class A ordinary shares subject to possible redemption  
 
—  
 
  
 
—  
 
  
 
—  
 
  
 
—  
 
  
 
—  
 
   (196,307)   (196,307) 
Net loss  
 
—  
 
  
 
—  
 
  
 
—  
 
  
 
—  
 
  
 
—  
 
   (2,984,151)   (2,984,151) 
                                  
Balance - June 30, 2021 (Unaudited)
  
 
—  
 
  
 
—  
 
  
 
9,343,750
 
  
 
934
 
  
 
0  
 
  
 
(37,379,554
) 
 
 
(37,378,620
) 
Net loss  
 
—  
 
  
 
—  
 
  
 
—  
 
  
 
—  
 
  
 
—  
 
   (3,388,021)   (3,388,021) 
                                  
Balance - September 30, 2021 (Unaudited)
  
 
—  
 
  
$
—  
 
  
 
9,343,750
 
  
$
934
 
  
$
0  
 
  
$
(40,767,575
) 
 
$
(40,766,641
) 
                                  
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
 
3
Table of Contents
ENJOY TECHNOLOGY, INC.
(FORMERLY KNOWN AS MARQUEE RAINE ACQUISITION CORP.)
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIXNINE MONTHS ENDED JUNESEPTEMBER 30, 2021
 
Cash Flows from Operating Activities:
     
Net income
  $1,384,201 
Adjustment to reconcile net income to net cash used in operating activities:
     
Change in fair value of derivative warrant liabilities
   (7,203,800) 
Changes in operating assets and liabilities:
     
Prepaid expenses
   195,077 
Accounts payable
   3,710,449 
Accrued expenses
   890,878 
   
 
 
 
Net cash used in operating activities
   (1,023,195) 
   
 
 
 
Cash Flows from Financing Activities:
     
Offering costs paid
   (365,234) 
   
 
 
 
Net cash used in financing activities
   (365,234) 
   
 
 
 
Net change in cash
   (1,388,429) 
Cash - beginning of the period
   2,266,049 
   
 
 
 
Cash - end of the period
  
$
877,620
 
   
 
 
 
Supplemental disclosure of noncash financing activities:
     
Deferred legal fees
  $462,409 
Change in initial value of Class A ordinary shares subject to possible redemption
  $921,790 
     
Cash Flows from Operating Activities:
     
Net loss  $(2,003,820) 
Adjustments to reconcile net loss to net cash used in operating activities:
     
Change in fair value of derivative warrant liabilities   (6,264,170) 
Changes in operating assets and liabilities:
     
Prepaid expenses   317,494 
Accounts payable   6,919,698 
Accrued expenses   (36,409) 
      
Net cash used in operating activities
   (1,067,207) 
      
Cash Flows from Financing Activities:
     
Offering costs paid   (365,234) 
      
Net cash used in financing activities
   (365,234) 
      
Net change in cash
   (1,432,441) 
Cash - beginning of the period
   2,266,049 
      
Cash - end of the period
  
$
833,608
 
      
Supplemental disclosure of noncash financing activities:
     
Deferred legal fees  $462,409 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
Table of Contents
ENJOY TECHNOLOGY, INC.
(FORMERLY KNOWN AS MARQUEE RAINE ACQUISITION CORP.)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 —- Description
of Organization and Business Operations
Enjoy Technology, Inc. (the “Company”), formally known as Marquee Raine Acquisition Corp. (the “Company”)(see “Merger Agreement” below), was incorporated as a Cayman Islands exempted company on October 16, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risksrisk
s
 associated with early stage and emerging growth companies.
As of JuneSeptember 30, 2021, the Company had not commenced any operations. All activity for the period from October 16, 2020 (inception) through JuneSeptember 30, 2021 relates to the Company’s formation and
,
the initial public offering (the “Initial Public Offering”) described below.below and identifying a target company for a business combination. The Company will not generate any operating revenues until after the completion of its Business Combination, at the earliest. In the future, the Company may generate
non-operating
income in the form of interest income from the proceeds derived from the Initial Public Offering.
The Company’s sponsor is Marquee Raine Acquisition Sponsor LP (the “Sponsor”), a Cayman Islands exempted limited partnership and an affiliate of The Raine Group LLC (together with its affiliates, “The Raine Group”) and Marquee Sports Holdings SPAC I, LLC (“Marquee”). The registration statement for the Company’s Initial Public Offering was declared effective on December 14, 2020. On December 17, 2020, the Company consummated its Initial Public Offering of 37,375,000 Units, including 4,875,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of approximately $373.8 million, and incurring offering costs of approximately $19.9 million, of which approximately $13.1 million was deferred underwriting commissions and $0.5 million was deferred legal fees (Note 3).
Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 6,316,667 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 approximately $9.5 million (Note 4).
Upon the closing of the Initial Public Offering and the Private Placement, approximately $373.8 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a
non-interest
bearing trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee. The
As of September 30, 2021, the
net proceeds are
w
e
r
e
not yet invested. If, in the future, the proceeds are held in an interest-bearing account, then the net proceeds may be invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, (the “Investment Company Act”) having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule
2a-7
promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding any deferred underwriting commissions and deferred legal fees) at the time of the signing of the agreement to enter into the Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act).
Act.
The Company will provide the holders of the public shares with the opportunity to redeem all or a portion of their public shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their public shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share). The
per-share
amount to be distributed to public shareholders who redeem their public shares will not be reduced by the deferred underwriting commissions and deferred legal fees the Company will pay to the underwriter (as discussed in Note 5). These public shares will be classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing
5
Table of Contents
ENJOY TECHNOLOGY, INC.
(FORMERLY KNOWN AS MARQUEE RAINE ACQUISITION CORP.)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Liabilities from Equity” (“ASC 480”). In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such completion of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to the amended and restated memorandum and articles of association which the Company adopted upon the completion of the Initial Public Offering (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the
Securities and Exchange Commission (the “
SEC
”)
and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any public shares purchased during or after the Initial Public Offering in favor of a Business Combination. Subsequent to the completion of the Initial Public Offering, the Company will adopt an insider trading policy which will require insiders to: (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material
non-public
information and (ii) to clear all trades with the Company’s legal counsel prior to execution. In addition, the initial shareholders agreed to waive their redemption rights with respect to their Founder Shares and public shares in connection with the completion of a Business Combination.
5
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MARQUEE RAINE ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Notwithstanding the foregoing, our amended and restated memorandum and articles of association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A Ordinary Shares sold in the Initial Public Offering, without the prior consent of the Company.
The Company’s Sponsor, officers and directors (the “initial shareholders”) agreed not to propose an amendment to the amended and restated memorandum and articles of association (a) that would modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering, or December 17, 2022, (the “Combination Period”) or (b) with respect to any other provision relating to shareholders’ rights or
pre-
Business Combination activity, unless the Company provides the public shareholders with the opportunity to redeem their Class A Ordinary Shares in conjunction with any such amendment.
If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a
per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account, if such funds are held in an interest-bearing account, and not previously released to the Company to pay its income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors (the “Board”), liquidate and dissolve, subject in each case, to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
The Sponsor agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or members of the Company’s management team acquire public shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if the Company fails to complete a Business Combination within the Combination Period. The underwriter agreed to waive its rights to its deferred underwriting commissions and deferred legal fees (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the public shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an
6
Table of Contents
ENJOY TECHNOLOGY, INC.
(FORMERLY KNOWN AS MARQUEE RAINE ACQUISITION CORP.)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the CompanyComp
a
ny waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
6
Table of Contents
MARQUEE RAINE ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Proposed Business
CombinationMerger Agreement
On April 28, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with MRAC Merger Sub Corp., a wholly owned subsidiary of the Company (“Merger Sub”) and Enjoy Technology Operating Corp. (f/k/a Enjoy Technology Inc.), a Delaware corporation (“Legacy Enjoy”). The Merger Agreement provides that, among other things,was subsequently amended on July 23, 2021 and September 13, 2021 and the following transactions will occur (together with the otherdomestication transactions contemplated by the Merger Agreement including the Domestication (as defined below), (the “Proposed Business Combination”):
(i) at the closing of the Proposed Business Combination (the “Closing”), Merger Sub will merge with and into Enjoy, the separate corporate existence of Merger Sub will cease and Enjoy will be the surviving corporation and a wholly owned subsidiary ofwere completed on October 14, 2021. As such, the Company, (the “Merger”);
(ii) asfiled a resultnotice of the Merger, among other things, each outstanding share of common stock of Enjoy (other than shares subject to Enjoy equity awards, treasury shares and dissenting shares) will be cancelled in exchange for the right to receive a number of shares of New Enjoy Common Stock (as defined below) equal to (x) the sum of (i) the Base Purchase Price (as defined below), plus (ii) the aggregate exercise price of each outstanding option to purchase common stock of Enjoy, plus (iii) the aggregate exercise price of each outstanding warrant of Enjoy, divided by (y) the aggregate number of shares of Enjoy common stock that are outstanding on a fully diluted basis as of immediately prior to closing, determined in accordancederegistration with the terms of the Merger Agreement, divided by (z) $10.00. The “Base Purchase Price” means the sum of (a) $1,028,738,000, plus (b) 125% of the aggregate amount actually funded prior to the Closing in connection with an Excluded Financing (as defined below), up to a maximum aggregate amount equal to $60 million, plus (c) the aggregate amount actually funded prior to the Closing in connection with an Excluded Financing (to the extent in excess of the amounts set forth in clause (b) above), up to a maximum aggregate amount equal to $15 million.
The Board of Directors of the Company (the “Board”) unanimously (i) approved and declared advisable the Merger Agreement and the Business Combination and (ii) resolved to recommend approval of the Merger Agreement and related matters by the shareholders of the Company.
The Merger Agreement may be terminated at any time prior to the Closing (i) by mutual written consent of the Company and Enjoy, (ii) by the Company or Enjoy, if certain approvals of the Company’s shareholders, to the extent required under the Merger Agreement, are not obtained as set forth therein, (iii) by Enjoy if there is a Modification in Recommendation (as defined in the Merger Agreement), (iv) by the Company if certain approvals of the shareholders of Enjoy are not obtained within twenty-four hours after the execution and delivery of the Merger Agreement and (v) by either the Company or Enjoy in certain other circumstances set forth in the Merger Agreement, including (a) if any Governmental Authority (as defined in the Merger Agreement) shall have issued or otherwise entered a final, nonappealable order making consummation of the Merger illegal or otherwise preventing or prohibiting consummation of the Merger, (b) in the event of certain uncured breaches by the other party or (c) if the Closing has not occurred on or before October 28, 2021.
The Domestication
Prior to the Closing, the Company will effect a deregistration under Cayman Islands Companies Law and a domestication under Delaware General Corporation Law, pursuant to which the Company’s jurisdiction of incorporation will be changed from the Cayman Islands toRegistrar of Companies, together with the necessary acc
o
mpanying documents, and filed a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which the Company was domesticated and continues as a Delaware corporation, changing its name to “Enjoy Technology, Inc.” (the “Domestication”). In connection withAfter the Domestication, the Company is referred to as “New Enjoy.”
As a result of and upon the continuing entity ineffective time of the Domestication, will be renamed “Enjoy Technology, Inc.” As used herein, “New Enjoy” refers to the Company after the Domestication, including after such change of name.
In connection with the Domestication, (i)among other things, (1) each of the Company’s then issued and outstanding Class A ordinary shares,share, par value $0.0001 per share, of the Company (the “MRAC Class A Ordinary Shares”), will convertconverted automatically, on a
one-for-one
basis, into a share of common stock, par value $0.0001 per share, of New Enjoy (after its Domestication) (the “New Enjoy Common Stock”), (ii); (2) each of the Company’s then issued and outstanding Class B ordinary shares,share, par value $0.0001 per share, of the Company (the “MRAC Class B Ordinary Shares”), will convert converted automatically, on a
one-for-one
basis, into a share of New Enjoy Common Stock, (iii)Stock; (3) each then issued and outstanding warrant will convertof the Company (the “MRAC Warrants”) converted automatically into a warrant to acquire one share of New Enjoy Common Stock (“New(the “New Enjoy Warrant”Warrants”), pursuant to the Warrant Agreement, dated December 17, 2020, between the Company and Continental Stock Transfer & Trust Company (“Continental”), as warrant agent,agent; and (iv)(4) each then issued and outstanding unit of the Company will separate(the “MRAC Units”) was separated and convertconverted automatically into one share of New Enjoy Common Stock and
one-fourth
of one New Enjoy Warrant.
7
Table No fractional shares were issued upon exercise of Contents
MARQUEE RAINE ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Subscription Agreements
the New Enjoy Warrants.
On April 28,October 15, 2021 concurrently(the “Closing Date”), as contemplated by the Merger Agreement, New Enjoy consummated the merger transaction contemplated by the Merger Agreement, following approval at an extraordinary general meeting of the shareholders of the Company held on October 13, 2021 (the “Special Meeting”), whereby Merger Sub merged with and into Legacy Enjoy, the separate corporate existence of Merger Sub ceasing and Legacy Enjoy being the surviving corporation and a wholly owned subsidiary of New Enjoy (the “Merger” and, together with the Domestication, the “Business Combination”).
Immediately prior to the effective time of the Merger, (1) each share of Legacy Enjoy’s (a) Series A preferred stock, par value $0.00001 per share, (b) Series B preferred stock, par value $0.00001 per share, and (c) Series C preferred stock, par value $0.00001 per share (collectively, the “Legacy Enjoy Preferred Stock”), converted into one share of common stock, par value $0.00001 per share, of Legacy Enjoy (the “Legacy Enjoy Common Stock” and, together with Legacy Enjoy Preferred Stock, the “Legacy Enjoy Capital Stock”) (such conversion, the “Legacy Enjoy Preferred Conversion”) and (2) all of the outstanding warrants to purchase shares of Legacy Enjoy Capital Stock were exercised in full, with the exception of the warrant to purchase 336,304 shares of Legacy Enjoy Preferred Stock held by TriplePoint Venture Growth BDC Corporation, which was converted into a warrant to purchase 115,875 shares of New Enjoy Common Stock at an exercise price of $6.90 per share (“TriplePoint Warrant”).
In connection with the execution of the Merger Agreement, the Company entered into subscription agreements (the “Subscription Agreements”) with certain investors (collectively, the “PIPE Investors”), pursuant to and on the terms and subject to the conditions of which the PIPE Investors have collectively subscribed foragreed to purchase, in the aggregate, approximately 8 million shares of the New Enjoy Common Stock at $10.00 per share for an aggregate purchase price equal tocommitment amount of approximately $80 million (the “PIPE Investment”). Pursuant to the Subscription Agreements, New Enjoy agreed to provide the PIPE Investors with certain registration rights with respect to the shares purchased as part of the PIPE Investment. The PIPE Investment will bewas consummated substantially concurrently with the Closing. The Subscription Agreements will terminate with no further force and effect upon the earliest to occur of: (a) such date and time as the Merger Agreement is terminated in accordance with its terms; (b) the mutual written agreementclosing of the parties to such Subscription Agreement or (c) October 28, 2021.
Sponsor Agreement
Business Combination (the “Closing”).
On April 28, 2021, concurrently with the execution of the Merger Agreement, the Company entered into a letter agreement (the “Sponsor Agreement”) with the Sponsor pursuant to which, among other things, in connection with the Closing the Sponsor agreed to (i) waiveDate, certain anti-dilution rights set forthinvestors (the “Backstop Investors”) purchased, in the Company’s amended and restated memorandum and articles of association that may result from the Business Combination and (ii) subject 1,121,250aggregate, 5,500,906 shares of New Enjoy Common Stock to potential forfeiture in the event that the volume-weighted average closing(the “Backstop Shares”), for a purchase price of $10.00 per share and an aggregate purchase price of approximately $55,009,060, pursuant to the backstop agreements, dated September 13, 2021 (the “Backstop Agreements”). Pursuant to the Backstop Agreements, New Enjoy Common Stock does not equal or exceed $15.00 on 20 outagreed to provide certain registration rights to the Backstop Investors with respect to the Backstop Shares.
7
Table of any 30 consecutive trading days after consummation of the Business Combination and prior to and including the fifth (5th) anniversary of the Closing.
Contents
Going Concern
ENJOY TECHNOLOGY, INC.
(FORMERLY KNOWN AS MARQUEE RAINE ACQUISITION CORP.)
As of June 30, 2021, the Company had approximately $878,000 in its operating bank account, and working deficit of approximately $3.8 million.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The Company’s liquidity needs to date have been satisfied through a contribution of $25,000 from Sponsor to cover for certain expenses in exchange for the issuance of the Founder Shares, the loan of approximately $128,000 from the Sponsor pursuant to the Note (see Note 4), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company repaid the Note in full upon closing of the Initial Public Offering. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 4). As of June 30, 2021, there were no amounts outstanding under any Working Capital Loan.
Liquidity
The Company has historically funded its operations primarily by equity financings and working capital loans prior to the Business Combination. As of September 30, 2021, the Company’s existing sources of liquidity included cash and cash equivalents of $833,600. The Company has a limited history of operations and has incurred negative cash flows from operating activities and loss from operations in the past as reflected in the accumulated deficit of $40.8 million as of September 30, 2021. The Company expects to continue to incur significant costsoperating losses due to the investments it intends to make in pursuitits business. Upon completion of the proposed Business Combination. TheCombination, the Company cannot provide any assuranceobtained adequate cash proceeds that financing will be availablesufficient to it on commercially acceptable terms, if at all. Iffund operating and capital expenditure requirements and mitigate the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity. Theserelevant conditions that raise substantial doubt about the Company’s ability to continue as a going concern forthrough at least 12 months from the one year period from date of issuance of these financial statements.
Risks and Uncertainties
Management continues to evaluate the impact of the
COVID-19
pandemic on the industry and has concluded that while it is reasonably possible that the financial statements are issued. There is no assurance thatvirus could have a negative effect on the Company’s plans to consummatefinancial position, results of its operations and/or search for a target company, the proposed Business Combination will be successful or otherwise whether a business combination will be successful duringspecific impact is not readily determinable as of the Combination Period.date of these unaudited condensed consolidated financial statements. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Note 2 —- Summary of Significant Accounting Policies
Basis of presentation
The
accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. MRAC Merger Sub Corp. during the three and sixnine months ended JuneSeptember 30, 2021 did not engage in any economic activity and is not consolidated in the accompanying unaudited and condensed consolidated financial statements. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and sixnine months ended JuneSeptember 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021 or any future
period.
8
Table of Contents
MARQUEE RAINE ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form
10-K/A
filed by the Company with the SEC on May 13, 2021.
Revision to Previously Reported Financial Statements
In preparation of the Company’s unaudited condensed consolidated financial statements as of and for the quarterly period ended September 30, 2021, the Company concluded it should revise its financial statements to classify all Class A ordinary shares subject to possible redemption in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments in ASC 480, paragraph
10-S99,
redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A ordinary shares in permanent equity, or total shareholders’ equity. Although the Company did not specify a maximum redemption threshold, as of September 30, 2021, its memorandum and articles of association provided that the Company would not redeem its public shares in an amount that would cause its net tangible assets to be less than
$5,000,001. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. Effective with these condensed consolidated financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. Accordingly, effective with this filing, the Company presents all redeemable Class A ordinary shares as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering. The change in the carrying value of the Class A ordinary shares subject to possible redemption at the Initial Public Offering resulted in a decrease of approximately $6.0 million in additional
paid-in
capital and a decrease of approximately $34.1 million to accumulated deficit, as well as a reclassification of 4,006,429 Class A ordinary shares from permanent equity to temporary equity. The Company will present this revision in a prospective manner in all future filings. Under this approach, the previously issued financial statement included as an exhibit to the Company’s Form
8-K
filed with the SEC on December 23, 2020, and the previously issued financial statements on Form
10-K/A
and Form
10-Qs
will not be amended, but historical amounts presented in the current and future filings will be recast to be consistent with the current presentation, and an explanatory footnote will be provided.
8
Table of Contents
ENJOY TECHNOLOGY, INC.
(FORMERLY KNOWN AS MARQUEE RAINE ACQUISITION CORP.)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The impact of the revision to the audited consolidated balance sheet as of December 31, 2020 is a reclassification of $43.3 million from total shareholders’ equity to Class A ordinary shares subject to possible redemption. The impact of the revision to the unaudited condensed consolidated balance sheets as of March 31, 2021, and June 30, 2021, is a reclassification of $39.2 million and $42.4 million, respectively, from total shareholders’ equity to Class A ordinary shares subject to possible redemption. There is no impact to the reported amounts for total assets, total liabilities, cash flows, net income (loss), or the net income (loss) per share. In connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company has revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares share pro rata in the income and losses of the Company.​​​​​​​
Emerging growth
company
As an emerging growth company, the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to
non-emerging
growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.
This may make comparison of the Company’s unaudited condensed consolidated financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these unaudited condensed consolidated financial statements is the determination of the fair value of the warrant liability. Accordingly, the actual results could differ significantly from those estimates.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal DepositoryDeposit Insurance Corporation coverage limit of $250,000. As of JuneSeptember 30, 2021 and December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Principles of Consolidation
The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation.
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Table of Contents
ENJOY TECHNOLOGY, INC.
(FORMERLY KNOWN AS MARQUEE RAINE ACQUISITION CORP.)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did 0t have any cash equivalents as of JuneSeptember 30, 2021 and December 31, 2020.
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements” approximates the carrying amounts represented in the unaudited condensed consolidated balance sheets.
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Table of Contents
MARQUEE RAINE ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Fair Value Measurements
Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
 
Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
 
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
 
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Offering Costs Associated with the Initial Public Offering
Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as
non-operating
expenses in the unaudited condensed consolidated statements of operations. Offering costs associated with the Public Shares were charged against the carrying value of the Class A ordinary shares subject to
shareholders’
equity redemption upon the completion of the Initial Public Offering. The underwriter also reimbursed approximately $3.0 million to the Company to cover for expenses in connection with the Initial Public Offering.
Derivative Warrant Liabilities
The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is
re-assessed
at the end of each reporting period.
The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative warrant liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to
re-measurement
at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s unaudited condensed consolidated statements of operations. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such warrants. The fair value of the Private Placement Warrants ha
s
has been subsequently estimated based on the listed market price of the Public Warrants.
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Table of Contents
ENJOY TECHNOLOGY, INC.
(FORMERLY KNOWN AS MARQUEE RAINE ACQUISITION CORP.)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Class A Ordinary Shares Subject to Possible Redemption
Class A Ordinary Shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A Ordinary Shares (including Class A Ordinary Shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A Ordinary Shares are classified as shareholders’ equity. The Class A Ordinary Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at JuneSeptember 30, 2021 and December 31, 2020, 33,137,137 and 33,044,95837,375,000 Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, respectively, outside of the shareholders’ equity section of the Company’s unaudited condensed consolidated balance sheets.
10
TableEffective with the closing of Contentsthe Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional
paid-in
MARQUEE RAINE ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
capital (to the extent available) and accumulated deficit.
Income
Taxes
Deferred tax assets and liabilities are recognized for the estimated future tax consequencesconseque
n
ces attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporarytempor
a
ry differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
FASB ASC Topic 740 prescribespres
c
ribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must beb
e
 more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of JuneS
e
ptember 30, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizesrec
o
gnizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of JuneSeptember 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman Islands income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed consolidated financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Net Income (Loss)Loss per Ordinary Share
The Company’s condensed statementsCompany complies with accounting and disclosure requirements of operations include a presentationFASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of net income (loss) per share forshares, which are referred to as Class A ordinary shares subject to possible redemption in a manner similar to the
two-class
method of net income (loss) per ordinary share. Net income (loss) per ordinary share, basic and diluted, for Class A ordinary share is calculated by dividing the interest income earned on the Trust Account, less interest available to be withdrawn for the payment of taxes, by the weighted average number of Class A ordinary share outstanding for the periods. Net income (loss) per common stock, basic and diluted, for Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net loss per ordinary share is calculated by dividing the net income (loss), adjusted for income attributable to Class A ordinary share,loss by the weighted average numbershares of Class B ordinary shareshares outstanding for the periods. Class B ordinary share include the Founder Shares as these ordinary shares do not have any redemption features and do not participate in the income earned on the Trust Account.respective period.
The calculation of diluted net income (loss) per ordinary shareloss does not consider the effect of the warrants issued in connection with the Initial Public Offering and Private Placement sinceto purchase an aggregate of 15,660,417 shares of Class A ordinary shares in the calculation of diluted income per share, because their exercise price of the warrants is in excess of the average ordinary share price for the periodcontingent upon future events and therefore thetheir inclusion of such warrants would be anti-dilutive.anti-dilutive under the treasury stock method. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.
 
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ENJOY TECHNOLOGY, INC.
(FORMERLY KNOWN AS MARQUEE RAINE ACQUISITION CORP.)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
The following table reflectspresents a reconciliation of the calculation ofnumerator and denominator used to compute basic and diluted net income (loss)loss per share for each class of ordinary share:shares:
                 
   
For the Three Months Ended

September 30, 2021
   
For the Nine Months Ended

September 30, 2021
 
   
Class A
   
Class B
   
Class A
   
Class B
 
Basic and diluted net loss per ordinary share:                    
Numerator:
                    
Allocation of net loss   (2,710,417)    (677,604)    (1,603,056)    (400,764) 
Denominator:
                    
Basic and diluted weighted average ordinary shares outstanding   37,375,000    9,343,750    37,375,000    9,343,750 
                     
Basic and diluted net loss per ordinary share  $(0.07)   $(0.07)   $(0.04)   $(0.04) 
                     
   
For The Three
Months Ended
June 30, 2021
   
For The Six Months
Ended June 30, 2021
 
Class A Ordinary shares subject to possible redemption
          
Numerator: Earnings allocable to Ordinary shares subject to possible redemption
          
Income from investments held in Trust Account
  $0     $0   
Less: Company’s portion available to be withdrawn to pay taxes
   0      0   
   
 
 
   
 
 
 
Net income attributable
  
$
0  
 
  
$
0  
 
   
 
 
   
 
 
 
Denominator: Weighted average Class A ordinary shares subject to possible redemption
          
Basic and diluted weighted average shares outstanding
  
 
37,375,000
 
  
 
37,375,000
 
   
 
 
   
 
 
 
Basic and diluted net income per share
  
$
0  
 
  
$
0  
 
   
 
 
   
 
 
 
Non-Redeemable
Ordinary Shares
          
Numerator: Net Income (Loss) minus Net Earnings
          
Net income (loss)
  $(2,984,151)   $1,384,201 
Net income allocable to Class A ordinary shares subject to possible redemption
   0      0   
   
 
 
   
 
 
 
Non-redeemable
 
net income (loss)
  
$
(2,984,151
) 
  
$
1,384,201
 
   
 
 
   
 
 
 
Denominator:
W
eighted average
Non-redeemable
ordinary shares
          
Basic and diluted weighted average shares outstanding,
Non-redeemable
ordinary shares
  
 
9,343,750
 
  
 
9,343,750
 
   
 
 
   
 
 
 
Basic and diluted net loss per share,
Non-redeemable
ordinary shares
  
$
(0.32
) 
  
$
0.15
 
   
 
 
   
 
 
 
Recent Issued Accounting Standards
In August 2020, the FASB issued Accounting Standard Update (the “ASU”)
No. 2020-06,
Debt—DebtDebt-Debt with Conversion and Other Options (Subtopic
470-20)
and Derivatives and Hedging—ContractsHedging-Contracts in Entity’s Own Equity (Subtopic
815-40):
Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. The Company early adopted the ASU on January 1, 2021.2021 using a modified retrospective method for transition. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.
The Company’s 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 unaudited condensed consolidated financial statements.
Note 3 —- Initial Public Offering
On December 17, 2020, the Company consummated its Initial Public Offering of 37,375,000 Units, including 4,875,000 Over-Allotment Units at $10.00 per Unit, generating gross proceeds of approximately $373.8 million, and incurring offering costs of approximately $19.9 million, of which approximately $13.1 million was deferred underwriting commissions and $0.5 million was deferred legal fees.
Each Unit consists of one Class A ordinary share, and
one-fourth
of one redeemable warrant (each, a “Public warrant”). Each Public warrant entitles the holder to purchase 1Class1 Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 6)7).
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MARQUEE RAINE ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Note 4 —- Related Party
Transactions
Founder Shares
On October 28, 2020, the Sponsor paid $25,000 to cover certain expenses on behalf of the Company in exchange for the issuance of 10,062,500 Class B Ordinary Shares, par value $0.0001, (the “Founder Shares”). On November 10, 2020, the Sponsor surrendered 718,750 Founder Shares to the Company for 0 consideration, resulting in an aggregate of 9,343,750 Founder Shares outstanding. All shares and associated amounts have been retroactively restated to reflect the share surrender. The Sponsor agreed to forfeit up to 1,218,750 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriter so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. On December 15, 2020, the underwriter fully exercised its over-allotment option; thus, these Founder Shares were 0were0 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 Business Combination and (b) upon completion of the Business Combination, (x) if the last reported sale price of the 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 Business Combination or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the Business Combination that results in all of the shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property.
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ENJOY TECHNOLOGY, INC.
(FORMERLY KNOWN AS MARQUEE RAINE ACQUISITION CORP.)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Private Placement Warrants
Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 6,316,667 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $9.5 million.
Each whole Private Placement Warrant is exercisable for one whole Class A Ordinary Share at a price of $11.50 per share. A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be
non-redeemable
and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.
The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the Business Combination.
Related Party Loans
On October 28, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover for expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was
0n-interest
bearing and payable upon the completion of the Initial Public Offering. Through December 17, 2020, the Company borrowed approximately $128,000 under the Note. The Company repaid the Note in full upon closing of the Initial Public Offering and no longer has access to this facility.
In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“working capital loans”). If the Company completes a Business Combination, the Company would repay the working capital loans out of the proceeds of the Trust Account released to the Company. Otherwise, the working capital loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the working capital loans
,
but no proceeds held in the Trust Account would be used to repay the working capital loans. Except for the foregoing, the terms of such working capital loans, if any, have not been determined and no written agreements exist with respect to such loans. The working capital loans would either be repaid upon completion of a Business Combination, without interest, or, at the lenders’ discretion, up to $1.5 million of such working capital loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of the JuneSeptember 30, 2021 and December 31, 2020, the Company had 0 borrowings under the working capital loans.
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MARQUEE RAINE ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Administrative Support Agreement
Commencing on December 14, 2020, the Company agreed to reimburse the Sponsor for
out-of-pocket
expenses through the completion of the Business Combination or the Company’s liquidation. Office space and administrative support services provided to the Company by the Sponsor will be provided free of charge. In addition, executive officers and directors, or any of their respective affiliates, including Ricketts SPAC Investment LLC and Raine Securities LLC and other entities affiliated with Marquee and The Raine Group, will be reimbursed for any reasonable fees and
out-of-pocket
expenses incurred in connection with activities on the Company’s, behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The audit committee will review on a quarterly basis all payments that were made to the Sponsor, executive officers or directors, or their affiliates. Any such payments prior to a Business Combination will be made using funds held outside the Trust Account. As of and for the three and sixnine months ended, JuneSeptember 30, 2021, there were 0 amounts incurred or accrued under the terms of such agreement.
Note 5 —- Commitments
and Contingencies
Registration and Shareholder Rights
The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any Class A Ordinary Shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans) were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon completion of the Initial Public Offering. These holders were entitled to certain demand and “piggyback” registration rights. However, the registration and shareholder rights agreement provide that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable
lock-up
period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
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ENJOY TECHNOLOGY, INC.
(FORMERLY KNOWN AS MARQUEE RAINE ACQUISITION CORP.)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Underwriting Agreement
The Company granted the underwriter a
45-day
option from the final prospectus relating to the Initial Public Offering to purchase up to 4,875,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On December 15, 2020, the underwriter fully exercised its over-allotment option.
The underwriter was entitled to an underwriting discount of $0.20 per unit, or approximately $7.5 million in the aggregate, paid upon the closing of the Initial Public Offering. The underwriter also reimbursed approximately $3.0 million to the Company to cover for expenses in connection with the Initial Public Offering.
In addition, $0.35 per unit, or approximately $13.1 million in the aggregate will be payable to the underwriter for deferred underwriting commissions and $0.01 per unit, or approximately $0.5 million in the aggregate will be payable to the attorneys for deferred legal fees. The deferred fees will become payable to the underwriter and attorneys from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.
Risks and Uncertainties
Management continues to evaluate the impact of the
COVID-19
pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Note 6 —– Class A Ordinary Shares Subject to Possible Redemption
The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 500,000,000 ordinary shares with a par value of $0.0001 per share. As of September 30, 2021, there were 37,375,000 Class A ordinary shares outstanding, all of which were subject to possible redemption.
Class A ordinary shares subject to possible redemption reflected on the condensed consolidated balance sheet is reconciled on the following table:
     
Gross proceeds  $ 373,750,000 
Less:     
Fair value of Public Warrants at issuance   (14,015,630) 
Offering costs allocated to Class A ordinary shares subject to possible redemption   (19,939,990) 
Plus:     
Accretion on Class A ordinary shares subject to possible redemption amount   33,955,620 
      
Class A ordinary shares subject to possible redemption  $373,750,000 
      
Note 7 - Derivative Warrant Liabilities
As of JuneSeptember 30, 2021 and December 31, 2020, the Company has 9,343,750 and 6,316,667 Public Warrants and Private Placement Warrants, respectively, outstanding.
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MARQUEE RAINE ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Warrants may only be exercised for a whole number of shares. The warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A Ordinary Shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than twenty (20) business days after the closing of the Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement covering the Class A Ordinary Shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A Ordinary Shares until the warrants expire or are redeemed, as specified in the warrant agreement
,
provided that if the Class A Ordinary Shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A Ordinary Shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
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ENJOY TECHNOLOGY, INC.
(FORMERLY KNOWN AS MARQUEE RAINE ACQUISITION CORP.)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Our warrants have an exercise price of $11.50 per whole share, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company and, (i) in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the initial shareholders or such affiliates, as applicable, prior to such issuance, and (ii) to the extent that such issuance is made to Marquee and The Raine Group or their respective affiliates, without taking into account the transfer of Founder Shares or private Placement warrants (including if such transfer is effectuated as a surrender to the Company and subsequent reissuance by to the Company) by the Sponsor in connection with such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such
s
uch issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Business Combination on the date of the completion of the Business Combination (net of redemptions), and (z) the volume-weighted average trading price of the Class A Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company completes its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” and “Redemption of warrants when the price per Class A Ordinary Share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higherhig
h
er of the Market Value and the Newly Issued Price, respectively.
Redemption of
warrants when the price per Class A Ordinary Share equals or exceeds $18.00.
Once the warrants become exercisable, the Company may redeem the outstanding warrants (except with respect to the Private Placement Warrants):
 
in whole and not in part;
 
at a price of $0.01 per warrant;
 
upon a minimum of 30 days’ prior written notice of redemption; and
 
if, and only if, the last reported sale price of Class A Ordinary Shares for any 20 trading days within a
30-trading30
-trading
day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like).
The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the Class A Ordinary Shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A Ordinary Shares is available throughout the
30-day
redemption period. If and when the warrants become redeemable by the Company, it may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.
Except as set forth below, none of the Private Placement Warrants will be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees.
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MARQUEE RAINE ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Redemption of warrants when the price per Class A Ordinary Share equals or exceeds $10.00.
Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants):
 
in whole and not in part;
 
at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption
provided
that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of the Class A Ordinary Shares;
if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like); and
 
if the Reference Value is less than $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), the Private Placement Warrants must also concurrently be called for redemption on the same terms (except as described herein with respect to a holders’ ability to cashless exercise its warrants) as the outstanding warrants, as described above.
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Table of Contents
ENJOY TECHNOLOGY, INC.
(FORMERLY KNOWN AS MARQUEE RAINE ACQUISITION CORP.)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The “fair market value” of the Class A Ordinary Shares for the above purpose shall mean the volume-weighted average price of Class A Ordinary Shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A Ordinary Shares per warrant (subject to adjustment).
If the Company hashad not completed the Business Combination within the Combination Period and the Company liquidatesliquidated the funds held in the Trust Account, holders of warrants willwould not receive any of such funds with respect to their warrants, nor willwould they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. On October 15, 2021, the Company obtained adequate cash proceeds that will be sufficient to fund operating and capital expenditure requirements and mitigate the relevant conditions that raise substantial doubt about the Company’s ability to continue as a going concern through at least 12 months from the date of issuance of these financial statements.
Note 7 —8 - Shareholders’ Equity
Deficit
Preference Shares
—The-The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share and with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s Board. As of JuneSeptember 30, 2021 and December 31, 2020, there were 0 preference shares issued or outstanding.
Class
 A Ordinary Shares
—The-The Company is authorized to issue 500,000,000 Class A Ordinary Shares with a par value of $0.0001 per share. Holder of the Company’s Class A ordinary shares are entitled to one vote for each share. As of JuneSeptember 30, 2021 there were 4,237,863 Class A Ordinary Shares issued and outstanding, excluding 33,137,137 Class A Ordinary Shares subject to possible redemption. As of December 31, 2020, there were 4,330,04237,375,000 Class A Ordinary Sharesordinary shares issued and outstanding, excluding 33,044,958 Class A Ordinary Sharesall subject to possible redemption.redemption and therefore classified as temporary equity (See Note 6).
Class
 B Ordinary Shares
—- The Company is authorized to issue 50,000,000 Founder Shares. On October 28, 2020, the Company issued 10,062,500 Founder Shares to the Sponsor. On November 10, 2020, the Sponsor surrendered 718,750 Founder Shares to the Company for 0 consideration, resulting in an aggregate of 9,343,750 Founder Shares outstanding. All shares and associated amounts have been retroactively restated to reflect the share surrender. Of the 9,343,750 Founder Shares outstanding, up to 1,218,750 shares were subject to forfeiture to the extent that the underwriter’s over-allotment option was not exercised in full or in part, so that the initial shareholders would collectively own approximately 20% of the Company’s issued and outstanding ordinary shares (See Note 4). On December 15, 2020, the underwriter fully exercised its over-allotment option; thus, these Founder Shares were 0 longer subject to forfeiture.
Prior to the Business Combination, only holders of the Founder Shares will have the right to vote on the appointment of directors. Holders of the Founder Shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of a Business Combination, holders of a majority of the Founder Shares may remove a member of the Board for any reason. These provisions of the amended and restated memorandum and articles of association may only be amended by a special resolution passed by not less than
two-thirds
of the ordinary shares who attend and vote at the general meeting, which shall include the affirmative vote of a simple majority of the Founder Shares. With respect to any other matter submitted to a vote of the shareholders, including any vote in connection with the Business Combination, except as required by law, holders of the Class A Ordinary Shares and Founder Shares will vote together as a single class, with each share entitling the holder to one vote.
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Table of Contents
MARQUEE RAINE ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
The Founder Shares will automatically convert into Class A Ordinary Shares on the first business day following the completion of the Business Combination at a ratio such that the number of Class A Ordinary Shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an
as-converted
basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) the sum of (a) the total number of ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued by the Company in connection with or in relation to the completion of the Business Combination, excluding (1) any Class A Ordinary Shares or equity-linked securities exercisable for or convertible into Class A Ordinary Shares issued, or to be issued, to any seller in the Business Combination and (2) any Private Placement Warrants issued to the Sponsor or any of its affiliates upon conversion of working capital loans, minus (b) the number of Class A Ordinary Shares redeemed by public shareholders in connection with the Business Combination. In no event will the Founder Shares convert into Class A Ordinary Shares at a rate of less than one to one.
Note 8 — Fair
Value
Measurements
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ENJOY TECHNOLOGY, INC.
(FORMERLY KNOWN AS MARQUEE RAINE ACQUISITION CORP.)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 9 - Fair Value Measurements
The following table presents information about the Company’s liabilities measured at fair value on a recurring basis as of JuneSeptember 30, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.
JuneSeptember 30, 2021
             
Description
  
Quoted Prices in Active
Markets

(Level 1)
   
Significant Other
Observable Inputs

(Level 2)
   
Significant Other
Unobservable Inputs

(Level 3)
 
Liabilities:
               
Derivative warrant liabilities - Public  $ 12,520,630   $0      $ 0   
Derivative warrant liabilities - Private  $0     $ 8,464,330   $0   
Description
  
Quoted Prices in Active
Markets
(Level 1)
   
Significant Other
Observable Inputs
(Level 2)
   
Significant Other
Unobservable Inputs
(Level 3)
 
Liabilities:
               
Derivative warrant liabilities - Public
  $11,960,000   $0     $ 0   
Derivative warrant liabilities - Private
  $0     $8,085,330   $0   
December 31, 2020
 
             
Description
  
Quoted Prices in Active
Markets

(Level 1)
   
Significant Other
Observable Inputs

(Level 2)
   
Significant Other
Unobservable Inputs

(Level 3)
 
Liabilities:
               
Derivative warrant liabilities - Public  $ 0     $ 0     $ 16,258,130 
Derivative warrant liabilities - Private  $0     $0     $10,991,000 
Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement in January 2021, as the Public Warrants were separately listed and traded in the quarter ended March 31, 2021. The estimated fair value of the Private Warrants was transferred from a Level 3 measurement to a Level 2 fair value measurement as of April 2021, as the key inputs to the valuation model became directly or indirectly observable from the Public Warrants listed price.
The change in the fair value of the derivative warrant liabilities, measured using level 3 inputs, for the three and sixnine months ended JuneSeptember 30, 2021 is summarized as follows:
 
Level 3 - Derivative warrant liabilities at December 31, 2020
  $27,249,130 
Change in fair value of derivative warrant liabilities
   (3,158,330) 
Transfer of Public Warrants out of level 3
   (16,258,130) 
   
 
 
 
Level 3 - Derivative warrant liabilities at March 31, 2021
  $7,832,670 
Transfer of Private Warrants out of level 3
   (7,832,670) 
   
 
 
 
Level 3 - Derivative warrant liabilities at June 30, 2021
  $0   
   
 
 
 
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MARQUEE RAINE ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
     
Level 3 - Derivative warrant liabilities at December 31, 2020  $27,249,130 
Change in fair value of derivative warrant liabilities   (3,158,330) 
Transfer of Public Warrants out of level 3   (16,258,130) 
      
Level 3 - Derivative warrant liabilities at March 31, 2021   7,832,670 
Transfer of Private Warrants out of level 3   (7,832,670) 
      
Level 3 - Derivative warrant liabilities at June 30, 2021   0   
Change in fair value of derivative warrant liabilities   0   
      
Level 3 - Derivative warrant liabilities at September 30, 2021  $0   
      
Note 9 —10 - Subsequent Events
Management has evaluated subsequent events to determine if events or transactions occurring through the date the condensed consolidated financial statements were issued require potential adjustment to or disclosure in the condensed consolidated financial statements and has concluded that all such events that would require recognition or disclosure have been recognized or disclosed.
 
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
References to the “Company,” “Marquee Raine Acquisition Corp.” “our,” “us” or “we” refer to Marquee Raine Acquisition Corp. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form
10-Q
includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other SEC filings.
Overview
We are a blank check company incorporated as a Cayman Islands exempted company on October 16, 2020. We were formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). We are an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies.
On April 28, 2021, the Companywe entered into an Agreement and Plan of Merger (the “Merger Agreement”) with MRAC Merger Sub Corp., a wholly owned subsidiary of the Company (“Merger Sub”) and Enjoy Technology Operating Corp. (f/k/a Enjoy Technology Inc.), a Delaware corporation (“Legacy Enjoy”). The Merger Agreement provides that, among other things,was subsequently amended on July 23, 2021 and September 13, 2021 and the following transactions will occur (together with the otherdomestication transactions contemplated by the Merger Agreement including the Domestication (as defined below), (the “Proposed Business Combination”):
(i) at the closingwere completed on October 14, 2021. As such, we filed a notice of the Proposed Business Combination (the “Closing”), Merger Sub will mergederegistration with and into Enjoy, the separate corporate existence of Merger Sub will cease and Enjoy will be the surviving corporation and a wholly owned subsidiary of the Company (the “Merger”);
(ii) as a result of the Merger, among other things, each outstanding share of common stock of Enjoy (other than shares subject to Enjoy equity awards, treasury shares and dissenting shares) will be cancelled in exchange for the right to receive a number of shares of New Enjoy Common Stock (as defined below) equal to (x) the sum of (i) the Base Purchase Price (as defined below), plus (ii) the aggregate exercise price of each outstanding option to purchase common stock of Enjoy, plus (iii) the aggregate exercise price of each outstanding warrant of Enjoy, divided by (y) the aggregate number of shares of Enjoy common stock that are outstanding on a fully diluted basis as of immediately prior to closing, determined in accordance with the terms of the Merger Agreement, divided by (z) $10.00. The “Base Purchase Price” means the sum of (a) $1,028,738,000, plus (b) 125% of the aggregate amount actually funded prior to the Closing in connection with an Excluded Financing (as defined below), up to a maximum aggregate amount equal to $60 million, plus (c) the aggregate amount actually funded prior to the Closing in connection with an Excluded Financing (to the extent in excess of the amounts set forth in clause (b) above), up to a maximum aggregate amount equal to $15 million.
The Board of Directors of the Company (the “Board”) unanimously (i) approved and declared advisable the Merger Agreement and the Business Combination and (ii) resolved to recommend approval of the Merger Agreement and related matters by the shareholders of the Company.
The Merger Agreement may be terminated at any time prior to the Closing (i) by mutual written consent of the Company and Enjoy, (ii) by the Company or Enjoy, if certain approvals of the Company’s shareholders, to the extent required under the Merger Agreement, are not obtained as set forth therein, (iii) by Enjoy if there is a Modification in Recommendation (as defined in the Merger Agreement), (iv) by the Company if certain approvals of the shareholders of Enjoy are not obtained within twenty-four hours after the execution and delivery of the Merger Agreement and (v) by either the Company or Enjoy in certain other circumstances set forth in the Merger Agreement, including (a) if any Governmental Authority (as defined in the Merger Agreement) shall have issued or otherwise entered a final, nonappealable order making consummation of the Merger illegal or otherwise preventing or prohibiting consummation of the Merger, (b) in the event of certain uncured breaches by the other party or (c) if the Closing has not occurred on or before October 28, 2021.
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The Domestication
Prior to the Closing, the Company will effect a deregistration under Cayman Islands Companies Law and a domestication under Delaware General Corporation Law, pursuant to which the Company’s jurisdiction of incorporation will be changed from the Cayman Islands toRegistrar of Companies, together with the necessary accompanying documents, and filed a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which the Company was domesticated and continues as a Delaware corporation, changing its name to “Enjoy Technology, Inc.” (the “Domestication”). In connection withAfter the Domestication, the Company is referred to as “New Enjoy.”
As a result of and upon the continuing entity ineffective time of the Domestication, will be renamed “Enjoy Technology, Inc.” As used herein, “New Enjoy” refers to the Company after the Domestication, including after such change of name.
In connection with the Domestication, (i)among other things, (1) each of the Company’s then issued and outstanding Class A ordinary shares,share, par value $0.0001 per share, of the Company (the “MRAC Class A Ordinary Shares”), will convertconverted automatically, on a
one-for-one
basis, into a share of common stock, par value $0.0001 per share, of New Enjoy (after its Domestication) (the “New Enjoy Common Stock”), (ii); (2) each of the Company’s then issued and outstanding Class B ordinary shares,share, par value $0.0001 per share, of the Company (the “MRAC Class B Ordinary Shares”), will convert converted automatically, on a
one-for-one
basis, into a share of New Enjoy Common Stock, (iii)Stock; (3) each then issued and outstanding warrant will convertof the Company (the “MRAC Warrants”) converted automatically into a warrant to acquire one share of New Enjoy Common Stock (“New(the “New Enjoy Warrant”Warrants”), pursuant to the Warrant Agreement, dated December 17, 2020, between the Company and Continental Stock Transfer & Trust Company (“Continental”), as warrant agent,agent; and (iv)(4) each then issued and outstanding unit of the Company will separate(the “MRAC Units”) was separated and convertconverted automatically into one share of New Enjoy Common Stock and
one-fourth
of one New Enjoy Warrant.
Subscription Agreements
No fractional shares were issued upon exercise of the New Enjoy Warrants.
On April 28,October 15, 2021 concurrently(the “Closing Date”), as contemplated by the Merger Agreement, New Enjoy consummated the merger transaction contemplated by the Merger Agreement, following approval at an extraordinary general meeting of the shareholders of the Company held on October 13, 2021 (the “Special Meeting”), whereby Merger Sub merged with and into Legacy Enjoy, the separate corporate existence of Merger Sub ceasing and Legacy Enjoy being the surviving corporation and a wholly owned subsidiary of New Enjoy (the “Merger” and, together with the Domestication, the “Business Combination”).
Immediately prior to the effective time of the Merger, (1) each share of Legacy Enjoy’s (a) Series A preferred stock, par value $0.00001 per share, (b) Series B preferred stock, par value $0.00001 per share, and (c) Series C preferred stock, par value $0.00001 per share (collectively, the “Legacy Enjoy Preferred Stock”), converted into one share of common stock, par value $0.00001 per share, of Legacy Enjoy (the “Legacy Enjoy Common Stock” and, together with Legacy Enjoy Preferred Stock, the “Legacy Enjoy Capital Stock”) (such conversion, the “Legacy Enjoy Preferred Conversion”) and (2) all of the outstanding warrants to purchase shares of Legacy Enjoy Capital Stock were exercised in full, with the exception of the warrant to purchase 336,304 shares of Legacy Enjoy Preferred Stock held by TriplePoint Venture Growth BDC Corporation, which was converted into a warrant to purchase 115,875 shares of New Enjoy Common Stock at an exercise price of $6.90 per share (“TriplePoint Warrant”).
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In connection with the execution of the Merger Agreement, the Companywe entered into subscription agreements (the “Subscription Agreements”) with certain investors (collectively, the “PIPE Investors”), pursuant to and on the terms and subject to the conditions of which the PIPE Investors have collectively subscribed foragreed to purchase, in the aggregate, approximately 8 million shares of the New Enjoy Common Stock at $10.00 per share for an aggregate purchase price equal tocommitment amount of approximately $80 million (the “PIPE Investment”). Pursuant to the Subscription Agreements, New Enjoy agreed to provide the PIPE Investors with certain registration rights with respect to the shares purchased as part of the PIPE Investment. The PIPE Investment will bewas consummated substantially concurrently with the Closing. The Subscription Agreements will terminate with no further force and effect upon the earliest to occur of: (a) such date and time as the Merger Agreement is terminated in accordance with its terms; (b) the mutual written agreementclosing of the parties to such Subscription Agreement or (c) October 28, 2021.
Sponsor Agreement
Business Combination (the “Closing”).
On April 28, 2021, concurrently with the execution of the Merger Agreement, the Company entered into a letter agreement (the “Sponsor Agreement”) with the Sponsor pursuant to which, among other things, in connection with the Closing the Sponsor agreed to (i) waiveDate, certain anti-dilution rights set forthinvestors (the “Backstop Investors”) purchased, in the Company’s amended and restated memorandum and articles of association that may result from the Business Combination and (ii) subject 1,121,250aggregate, 5,500,906 shares of New Enjoy Common Stock to potential forfeiture in the event that the volume-weighted average closing(the “Backstop Shares”), for a purchase price of New Enjoy Common Stock does not equal or exceed $15.00 on 20 out of any 30 consecutive trading days after consummation of the Business Combination$10.00 per share and prior to and including the fifth (5th) anniversary of the Closing.
Going Concern
As of June 30, 2021, we had approximately $878,000 in our operating bank account, and working deficitan aggregate purchase price of approximately $3.8 million.
Our liquidity needs to date have been satisfied through a contribution of $25,000 from Sponsor to cover for certain expenses in exchange for the issuance of the Founder Shares, the loan of approximately $128,000 from our Sponsor$55,009,060, pursuant to the Note (see Note 4), andbackstop agreements, dated September 13, 2021 (the “Backstop Agreements”). Pursuant to the proceeds from the consummation of the Private Placement not held in the Trust Account. We repaid the Note in full upon closing of the Initial Public Offering. In addition, in order to finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor, or certain of our officers and directors may, but are not obligatedBackstop Agreements, New Enjoy agreed to provide uscertain registration rights to the Working Capital Loans (see Note 4). As of June 30, 2021 and December 31, 2020, there were no amounts outstanding under any Working Capital Loan.Backstop Investors with respect to the Backstop Shares.
We have incurred and expect to continue to incur significant costs in pursuit of the proposed Business Combination. We cannot provide any assurance that financing will be available to it on commercially acceptable terms, if at all. If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity. These conditions raise substantial doubt about our ability to continue as a going concern for the one year period from date that the financial statements are issued. There is no assurance that our plans to consummate the proposed Business Combination will be successful or otherwise whether a business combination will be successful during the Combination Period. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.
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Results of Operations
Our entire activity from inception through JuneSeptember 30, 2021 relates to our formation, the Initial Public Offering and, since the closing of the Initial Public Offering, a search for a Business Combination candidate. We will not be generating any operating revenues until the closing and completion of our Business Combination at the earliest.
For the three months ended JuneSeptember 30, 2021, we had a net loss of approximately $3.0$3.4 million, which consisted of approximately $2.4 million of general and administrative expenses, and a loss of approximately $626,000$940,000 from changes in fair value of derivative warrant liabilities.
For the sixnine months ended JuneSeptember 30, 2021, we had a net incomeloss of approximately $1.4$2.0 million, which consisted of approximately $8.3 million of general and administrative expenses, partially offset by a gain of approximately $7.2$6.3 million gain from changes in fair value of derivative warrant liabilities, which was partially offset by approximately $5.8 million of general and administrative expenses.liabilities.
Contractual Obligations
Proposed Business Combination
See discussion of obligations under agreements relating to the Proposed Business Combination above under “Proposed Business Combination.”
Registration and Shareholder Rights
The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any Class A Ordinary Shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans) were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon completion of the Initial Public Offering. These holders were entitled to certain demand and “piggyback” registration rights. However, the registration and shareholder rights agreement provide that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable
lock-up
period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
We granted the underwriter a
45-day
option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 4,875,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On December 15, 2020, the underwriter fully exercised its over-allotment option.
The underwriter was entitled to an underwriting discount of $0.20 per unit, or approximately $7.5 million in the aggregate, paid upon the closing of the Initial Public Offering. The underwriter also reimbursed approximately $3.0 million to the Company to cover for expenses in connection with the Initial Public Offering.
In addition, $0.35 per unit, or approximately $13.1 million in the aggregate will be payable to the underwriter for deferred underwriting commissions and $0.01 per unit, or approximately $0.5 million in the aggregate will be payable to the attorneys for deferred legal fees. The deferred fees will become payable to the underwriter and attorneys from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.
Critical Accounting Policies
The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following as our critical accounting policies:
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Derivative Warrant Liabilities
We do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. We evaluate all of our financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”) and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is
re-assessed
at the end of each reporting period.
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The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative warrant liabilities in accordance with ASC 815. Accordingly, we recognize the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to
re-measurement
at each balance sheet date until exercised, and any change in fair value is recognized in the unaudited condensed consolidated statements of operations. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such warrants. The fair value of the Private Placement Warrants has been subsequently estimated based on the listed market price of the Public Warrants.
Class A Ordinary Shares Subject to Possible Redemption
Class A Ordinary Shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A Ordinary Shares (including Class A Ordinary Shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, Class A Ordinary Shares are classified as shareholders’ equity. Our Class A Ordinary Shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, at JuneSeptember 30, 2021 and December 31, 2020, 33,137,137 and 33,044,95837,375,000 Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, respectively, outside of the shareholders’ equity section of the Company’s unaudited condensed consolidated balance sheets.
Effective with the closing of the Initial Public Offering, we recognized the accretion from initial book value to redemption amount, which resulted in charges against additional
paid-in
capital (to the extent available) and accumulated deficit.
Net Income (Loss)Loss per Ordinary Shares
We comply with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” We have two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss)loss per commonordinary share is computedcalculated by dividing the net incomeloss by the weighted average number of shares of ordinary shares outstanding duringfor the respective period.
The Company hascalculation of diluted net loss does not consideredconsider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the Over-allotment) and Private Placementthe private placement warrants to purchase an aggregate of 15,660,417 shares of the Company’sClass A ordinary shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.
Our unaudited condensed statements 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 (loss) per ordinary share, basic and diluted forbecause their exercise is contingent upon future events. Accretion associated with the redeemable Class A Ordinary Shares are calculated by dividingordinary shares is excluded from earnings per share as the interest income earned on cash, cash equivalents and investments held in the Trust Account, net of amounts available to be withdrawn from the Trust Account to pay the Company’s income taxes, for the period presented, by the weighted average number of Class A Ordinary Shares outstanding for the period. Net income per ordinary share, basic and diluted for Class B Ordinary Shares is calculated by dividing the net income less income attributable to Class A Ordinary Shares, by the weighted average number of Class B Ordinary Shares outstanding for the period.redemption value approximates fair value.
Recent Issued Accounting Standards
In August 2020, the FASB issued Accounting Standard Update (the “ASU”)
No. 2020-06,
Debt—DebtDebt-Debt with Conversion and Other Options (Subtopic
470-20)
and Derivatives and Hedging—ContractsHedging-Contracts in Entity’s Own Equity (Subtopic
815-40):
Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. The Company early adopted the ASU on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.
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 unaudited condensed consolidated financial statements.
Off-Balance
Sheet Arrangements
As of JuneSeptember 30, 2021, we did not have any
off-balance
sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation
S-K.
 
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JOBS Act
The Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for
non-emerging
growth companies. As a result, the financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.
Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of
non-emerging
growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our Initial Public Offering or until we are no longer an “emerging growth company,” whichever is earlier.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting company as defined by Rule
12b-2
of the Exchange Act and are not required to provide the information otherwise required under this item. As of JuneSeptember 30, 2021, we were not subject to any market or interest rate risk. The net proceeds of the Initial Public Offering, including amounts in the Trust Account, will be invested in U.S. government securities with a maturity of 185 days or less or in money market funds that meet certain conditions under Rule
2a-7
under the Investment Company Act of 1940, as amended, that invest only in direct U.S. government treasury obligations. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.
We have not engaged in any hedging activities since our inception and we do not expect to engage in any hedging activities with respect to the market risk to which we are exposed.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the fiscal quarter ended September 30, 2021, as such term is defined in Rules
13a-15(e)
and
15d-15(e)
under the Exchange Act. Based upon that evaluation and in light of the Securities and Exchange Commission (“SEC”) Staff Statement, our Certifying Officers concluded that our disclosure controls and procedures were effective as of September 30, 2021.
Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended June 30, 2021, as such term is defined in Rules
13a-15(e)
and
15d-15(e)
under the Exchange Act. Based on this evaluation, and in light of the material weakness in internal controls for the prior quarterly period ended March 31, 2021 described below, our Chief Executive Officer and Chief Financial Officer have concluded that during the period covered by this report, our disclosure controls and procedures were not effective.
Prior to the filing of our Annual Report on Form
10-K/A
for the fiscal year ended December 31, 2020 filed on Mary 13, 2021, our internal control over financial reporting did not result in the proper accounting classification of certain of the Warrants we issued in December 2020 which, due to its impact on our financial statements, we determined to be a material weakness. This mistake in classification was brought to our attention only when the SEC issued a Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) dated April 12, 2021 (the “SEC Statement”). The SEC Statement addresses certain accounting and reporting considerations related to warrants of a kind similar to those we issued at the time of our initial public offering in December 2020.
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Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended September 30, 2021 covered by this Quarterly Report on Form
10-Q
that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. The material weakness discussed below was remediated during the quarter ended September 30, 2021.
Remediation of a Material Weakness in Internal Control over Financial Reporting
We designed and implemented remediation measures to address the material weakness previously identified in the second quarter of 2021 and enhance our internal control over financial reporting. In light of the restatement in the Company’s Annual Report on Form
10-K/A
filed with the SEC on May 13, 2021,material weakness, we have sought to enhanceenhanced our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to our condensed consolidated financial statements, which includesincluding providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, andforegoing actions, which we can offer no assurance that these initiatives will ultimately havebelieve remediated the intended effects. As of June 30, 2021, this has not been fully remediated.
During the most recently completed fiscal quarter, there has been no changematerial weakness in our internal control over financial reporting, (as defined in Rules
13a-15(f)
and 15d(f) underwere completed as of the Exchange Act that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting, other than as described herein.date of September 30, 2021.
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PART II—OTHER
II-OTHER
INFORMATION
Item 1. Legal Proceedings
None.
Item 1A. Risk Factors
Factors that could cause our actual results to differ materially from those in this report include the risk factors described in our Amendment No. 1 to our Annual Report on Form 10-K/A for the year ended December 31, 2020 filed with the SEC on May 13, 2021. As of the date of this Quarterly Report on Form
10-Q,
there have been no material changes to the risk factors disclosed in our Amendment No. 1 to our Annual Report on Form
10-K/A
filed with the SEC on May 13, 2021, other than as set forth below:2021.
The proposed business combination (the “Proposed Business Combination”) based on the definitive agreement and plan of merger (“Merger Agreement”) to acquire Enjoy Technology Inc. (“Enjoy”) may not be completed or may not be completed within the timeframe, terms or in the manner currently anticipated, which could have a material adverse effect on us and our stock price.
On April 28, 2021, we entered into the Merger Agreement, pursuant to which Enjoy intends to consummate a series of transactions, following the consummation of which, Enjoy shall become our wholly-owned subsidiary upon the consummation of the Proposed Business Combination. Among other things, the transaction is subject to customary closing conditions for special purpose acquisition companies, including the receipt of any required regulatory approvals. See “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview” and “Item 1. Financial Statements (Unaudited)—Notes to Unaudited Condensed Financial Statements—Note 1. Description of Organization and Business Operations” for additional information regarding the Proposed Business Combination.
There are numerous risks related to the Proposed Business Combination, including the following:
the risk that the conditions to closing of the Proposed Business Combination are not satisfied or waived in a timely manner and delay the closing of the Proposed Business Combination;
potential legal proceedings may be instituted against us in connection with the Proposed Business Combination that may delay the closing of the Proposed Business Combination, make it more costly or ultimately preclude it;
changes in applicable laws or regulations;
our ability to recognize the anticipated benefits of the Proposed Business Combination;
the amount of costs related to the Proposed Business Combination; or
the possibility that Enjoy’s business may be adversely affected by other economic, business, and/or competitive factors.
There is no assurance that the conditions to the Proposed Business Combination will be satisfied or waived in a timely manner, on the terms set forth in the Merger Agreement or at all. If the Proposed Business Combination is not completed, we would likely suffer a number of consequences that could adversely affect our stock price and financial condition, including:
we have incurred significant costs, expenses and fees for professional services and other transaction costs in connection with the Proposed Business Combination;
negative reactions from the financial markets, including negative impacts in the price of our Class A ordinary shares due to the fact that current prices may reflect a market assumption that the Proposed Business Combination will be completed; and
our management may not have been able to take certain actions during the pendency of the Proposed Business Combination.
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We may not realize the anticipated benefits of the Proposed Business Combination and if the Proposed Business Combination’s benefits do not meet the expectations of investors, shareholders or financial analysts, the market price of our securities may decline.
If the benefits of the Proposed Business Combination do not meet the expectations of investors or securities analysts, the market price of our securities may decline. The market value of our securities at the time of the Proposed Business Combination may vary significantly from the price investors paid for our securities at the time of our Initial Public Offering, on or prior to the date the Merger Agreement was executed or the date on which our shareholders vote on the Proposed Business Combination.
Prior to the Proposed Business Combination, there has not been a public market for securities of Enjoy and the valuation ascribed to Enjoy in the Proposed Business Combination may not be indicative of the price that will prevail in the trading market following the Proposed Business Combination.
Following the Proposed Business Combination, we will be subject to all the risks facing Enjoy’s industry, business, financial condition and results of operations, which we are not able to predict and may not have accurately taken into account in connection with the Merger Agreement. The trading price of our securities following the Proposed Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. In addition, any of the factors listed below could have a material adverse effect on your investment in our securities and our securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of our securities may not recover and may experience a further decline.
Factors affecting the trading price of our securities following the Proposed Business Combination may include:
results of operations that vary from the expectations of securities analysts and investors;
the public’s reaction to our press releases or other public announcements or third parties, including our filings with the SEC;
speculation in the press or investment community;
changes in general economic or market conditions or trends in Enjoy’s industry or markets;
changes in business or regulatory conditions, including new laws or regulations or new interpretations of existing laws or regulations applicable to Enjoy’s business;
investor perceptions or the investment opportunity associated with our Class A Ordinary Shares relative to other investment alternatives;
the volume of shares of our ordinary shares available for public sale; and
general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations, and acts of war or terrorism or responses to those events.
We have identified a material weakness in our internal control over financial reporting as of December 31, 2020. This material weakness could continue to adversely affect our ability to report our results of operations and financial condition accurately and in a timely manner.
Following the issuance of the SEC Statement, after consultation with our independent registered public accounting firm, our management and our audit committee concluded that, in light of the SEC Statement, it was appropriate to restate previously issued and audited financial statements as of and for the period ended December 31, 2020. In connection with the foregoing development and solely as a result of the restatement reported in the Form
10-K/A,
we identified a material weakness in our internal controls over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented, or detected and corrected on a timely basis.
Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may cause us to be unable to comply with securities law or applicable Nasdaq requirements, adversely affect investor confidence in us and/or materially and adversely affect our business and operating results. Any required remediation measures may be time consuming and costly and there is no assurance that any measures taken to date or any such measures taken in the future will ultimately have the intended effects, including to avoid potential future material weaknesses.
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We may face litigation and other risks as a result of the material weakness in our internal control over financial reporting.
As a result of the material weakness we identified in our internal controls over financial reporting (see above), the Restatement, the change in accounting for the warrants, and other matters raised or that may in the future be raised by the SEC, the Financial Accounting Standards Board and various other bodies formed to interpret and create appropriate accounting principles and guidance we face potential for litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the Restatement and material weaknesses in our internal control over financial reporting and the preparation of our financial statements. As of the date of this filing, we have no knowledge of any such litigation or dispute. However, we can provide no assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could have a material adverse effect on our business, results of operations and financial condition or our ability to complete the Business Combination.
Our warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results.
The SEC Statement noted that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to being treated as equity. Specifically, the SEC Statement focused on certain terms and provisions similar to those contained in the warrant agreement governing our warrants. As a result of the SEC Statement, we reevaluated the accounting treatment of our warrants, and pursuant to the guidance in ASC 815, Derivatives and Hedging (“ASC 815”), determined that the warrants should be classified as derivative liabilities measured at fair value on our balance sheets, with any changes in fair value from period to period to be reported in earnings on our statements of operations.
We have recorded our warrant liability at fair value as of the issuance of the warrants, as determined by us based upon a valuation report obtained from a third-party valuation firm. This warrant liability is subject to adjustment for changes in fair value during subsequent reporting periods, with each such change being reported as a
non-cash
gain or loss in our relevant statements of operations. The impact of such changes in fair value on our earnings, which may be material, may have an adverse effect on the market price of our securities. In addition, potential targets may seek a business combination partner that does not have warrants that are accounted for as liabilities, which may make it more difficult for us to consummate an initial business combination with a target business.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults upon Senior Securities
None.
Item 4. Mine Safety Disclosures
.
Not applicable.
Item 5. Other Information.
None.
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Item 6. Exhibits.
 
Exhibit

Number
  
Description
    2.13.1  Agreement and PlanCertificate of Merger, dated asIncorporation of April 28, 2021 by and among Marquee Raine Acquisition Corp., MRAC Merger Sub Corp. and Enjoy Technology Inc.the Company (incorporated by reference to the Company’s Current Report on Form 8-K filed on April 28,October 22, 2021).
  10.13.2  FormBylaws of Subscription Agreementthe Company (incorporated by reference to the Company’s Current Report on Form 8-K filed on April 28,October 22, 2021).
  10.2Sponsor Agreement, dated as of April 28, 2021, by and among Marquee Raine Acquisition Corp. and Marquee Raine Acquisition Sponsor LP (incorporated by reference to the Company’s Current Report on Form 8-K filed on April 28, 2021).
31.1*  Certification of Co-ChiefPrincipal Executive Officer (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*  Certification of ChiefPrincipal Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*  Certification of Co-ChiefPrincipal Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
  32.2*Certification of Chiefand Principal Financial Officer (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS  XBRL Instance Document
101.SCH  XBRL Taxonomy Extension Schema Document
101.CAL  XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF  XBRL Taxonomy Extension Definition Linkbase Document
101.LAB  XBRL Taxonomy Extension Label Linkbase Document
101.PRE  XBRL Taxonomy Extension Presentation Linkbase Document
104  Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
 
*
These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
 
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SIGNATURESIGNATURES
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.
 
ENJOY TECHNOLOGY, INC.
Dated: August 16,
Date: November 12, 2021 
MARQUEE RAINE ACQUISITION CORP.
 By: 
/s/ Crane H. KenneyRon Johnson
   Name:Ron Johnson
 Crane H. Kenney
  Chief Executive Officer
 Title:
Date: November 12, 2021By: 
Co-Chief
/s/ Fareed Khan
Executive
Fareed Khan
Chief Financial Officer
 
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