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Name | Symbol | Market | Type |
---|---|---|---|
Marquee Raine Acquisition Corporation | NASDAQ:MRACU | NASDAQ | Trust |
Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 11.1386 | 10.74 | 9,668.16 | 0 | 01:00:00 |
☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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98-1566891
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|||
(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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3240 Hillview Ave
Palo Alto, CA
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94304
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(Address of principal executive offices)
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(Zip Code)
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Title of each class:
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Trading
Symbol(s)
|
Name of each exchange
on which registered:
|
||
Common Stock, $0.0001 par value per share
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ENJY
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The Nasdaq Stock Market LLC
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||
Warrants to purchase common stock
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ENJYW
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The Nasdaq Stock Market LLC
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Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer
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☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
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Page
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Item 1.
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1
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1
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2
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3
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4
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5
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Item 2.
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18
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Item 3.
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21
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Item 4.
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21
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Item 1.
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22
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Item 1A.
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22
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Item 2.
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22
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Item 3.
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22
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Item 4.
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22
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Item 5.
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22
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Item 6.
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22
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23
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September 30,
2021 |
December 31,
2020 |
|||||||
(Unaudited)
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||||||||
Assets
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||||||||
Current assets:
|
||||||||
Cash
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$ | 833,608 | $ | 2,266,049 | ||||
Prepaid expenses
|
514,151 | 831,645 | ||||||
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|||||
Total current assets
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1,347,759 | 3,097,694 | ||||||
Cash held in Trust Account
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373,750,000 | 373,750,000 | ||||||
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|||||
Total Assets
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$
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375,097,759
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$
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376,847,694
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|||||
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 | ||||||
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|
|||||
Total current liabilities
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7,585,781 | 1,067,726 | ||||||
Deferred legal fees
|
462,409 | — | ||||||
Deferred underwriting commissions
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13,081,250 | 13,081,250 | ||||||
Derivative warrant liabilities
|
20,984,960 | 27,249,130 | ||||||
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|
|||||
Total liabilities
|
42,114,400 | 41,398,106 | ||||||
Commitments and Contingencies
|
||||||||
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; none issued and outstanding at September 30, 2021 and December 31, 2020
|
— | — | ||||||
Class A ordinary shares, $0.0001 par value; 500,000,000
shares authorized and none outstanding except shares subject to redemption at September 30, 2021 and December 31, 2020
|
— | — | ||||||
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 | ) | ||||
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|||||
Total shareholders’ deficit
|
(40,766,641 | ) | (38,300,412 | ) | ||||
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|||||
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit
|
$
|
375,097,759
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|
$
|
376,847,694
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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 | |||||
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|
|||||
Net loss
|
$ | (3,388,021 | ) | $ | (2,003,820 | ) | ||
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|||||
Weighted average shares outstanding of Class A ordinary shares, basic and diluted
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37,375,000 | 37,375,000 | ||||||
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Basic and diluted net loss per share, Class A ordinary shares
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$ | (0.07 | ) | $ | (0.04 | ) | ||
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Weighted average shares outstanding of Class B ordinary shares, basic and diluted
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9,343,750 | 9,343,750 | ||||||
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Basic and diluted net loss per share, Class B ordinary shares
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$ | (0.07 | ) | $ | (0.04 | ) | ||
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Ordinary Shares
|
Additional
Paid-in
Capital |
Total
Shareholders’ Deficit |
||||||||||||||||||||||||||
Class A
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Class B
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Accumulated
Deficit |
||||||||||||||||||||||||||
Shares
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Amount
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Shares
|
Amount
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|||||||||||||||||||||||||
Balance - December 31, 2020
|
|
—
|
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$
|
—
|
|
|
9,343,750
|
|
$
|
934
|
|
$
|
—
|
|
$
|
(38,301,346
|
)
|
$
|
(38,300,412
|
)
|
|||||||
Accretion of Class A ordinary shares subject to possible redemption
|
|
—
|
|
|
—
|
|
|
—
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|
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—
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—
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(266,102 | ) | (266,102 | ) | |||||||||
Net income
|
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—
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—
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—
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—
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—
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4,368,352 | 4,368,352 | |||||||||||
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Balance - March 31, 2021 (Unaudited)
|
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—
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|
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—
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|
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9,343,750
|
|
|
934
|
|
|
—
|
|
|
(34,199,096
|
)
|
|
(34,198,162
|
)
|
|||||||
Accretion of Class A ordinary shares subject to possible redemption
|
|
—
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—
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—
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—
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—
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(196,307 | ) | (196,307 | ) | |||||||||
Net loss
|
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—
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—
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—
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—
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—
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(2,984,151 | ) | (2,984,151 | ) | |||||||||
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Balance - June 30, 2021 (Unaudited)
|
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—
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—
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9,343,750
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934
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|
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—
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(37,379,554
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)
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(37,378,620
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)
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|||||||
Net loss
|
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—
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—
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—
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—
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—
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(3,388,021 | ) | (3,388,021 | ) | |||||||||
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Balance - September 30, 2021 (Unaudited)
|
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—
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$
|
—
|
|
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9,343,750
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$
|
934
|
|
$
|
—
|
|
$
|
(40,767,575
|
)
|
$
|
(40,766,641
|
)
|
|||||||
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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 | ) | ||
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|
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Net cash used in operating activities
|
(1,067,207 | ) | ||
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|
|||
Cash Flows from Financing Activities:
|
||||
Offering costs paid
|
(365,234 | ) | ||
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|
|||
Net cash used in financing activities
|
(365,234 | ) | ||
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Net change in cash
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(1,432,441 | ) | ||
Cash - beginning of the period
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2,266,049 | |||
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Cash - end of the period
|
$
|
833,608
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Supplemental disclosure of noncash financing activities:
|
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Deferred legal fees
|
$ | 462,409 |
|
•
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Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
|
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•
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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
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•
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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.
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For the Three Months Ended
September 30, 2021
|
For the Nine Months Ended
September 30, 2021
|
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Class A
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Class B
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Class A
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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 | ||||||||||||
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Basic and diluted net loss per ordinary share
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$ | (0.07) | $ | (0.07) | $ | (0.04) | $ | (0.04) | ||||||||
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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 | ||
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|
• |
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
-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).
|
• |
in whole and not in part;
|
• |
at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption
provided
|
• |
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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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 | $ | — | $ | — | ||||||
Derivative warrant liabilities - Private
|
$ | — | $ | 8,464,330 | $ | — |
|
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|
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
|
$ | — | $ | — | $ | 16,258,130 | ||||||
Derivative warrant liabilities - Private
|
$ | — | $ | — | $ | 10,991,000 |
|
|
|
|
|
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
|
— | |||
Change in fair value of derivative warrant liabilities
|
— | |||
|
|
|||
Level 3 - Derivative warrant liabilities at September 30, 2021
|
$ | — | ||
|
|
* 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.
|
ENJOY TECHNOLOGY, INC. | ||||||
Date: November 12, 2021 | By: |
/s/ Ron Johnson
|
||||
Ron Johnson | ||||||
Chief Executive Officer | ||||||
Date: November 12, 2021 | By: |
/s/ Fareed Khan
|
||||
Fareed Khan | ||||||
Chief Financial Officer |
1 Year Marquee Raine Acquisition Chart |
1 Month Marquee Raine Acquisition Chart |
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