☒ | ANNUAL 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 |
MARQUEE RAINE ACQUISITION CORP.Cayman Islands
incorporation or organization)
Identification No.)65 East 55th Street, 24th FloorNew York, NY 10022
(212) 603-5500
(
code: (888)
Title of each class | Trading Symbols | Name of each exchange on which registered | ||
Common Stock, $0.0001 par value per share | ENJY | The Nasdaq Stock Market LLC | ||
Warrants to purchase common stock | ENJYW | The Nasdaq Stock Market LLC | ||
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
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Item 15. |
ITEM 1. | BUSINESS |
On October 28, 2020, our Sponsor paid in the aggregate $25,000, or approximately $0.002 per share, to cover certain of our expenses in consideration of 10,062,500 Class B ordinary shares, par value $0.0001 per share (“Founder Shares”). On November 10, 2020, our Sponsor surrendered 718,750 Founder Shares to us for no consideration, resulting in an aggregate of 9,343,750 Founder Shares outstanding. As a result of such surrender, the
acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the Business Combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the Business Combination for purposes of a tender offer or for seeking shareholder approval, as applicable. In addition, we have agreed not to enter into a definitive agreement regarding a Business Combination without the prior consent of our Sponsor. If our securities are not then listed on Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% of net asset test.
Any purchases by our Sponsor, officers, directors and/or their affiliates who are affiliated purchasers under Rule
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 Exchange Act), is restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in our Initial Public Offering, which we refer to as the “Excess Shares.” We believe this restriction discourages shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed Business Combination as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in our Initial Public Offering could threaten to exercise its redemption rights if such shareholder’s shares are not purchased by us or our management at a premium to the then-current market price or on other undesirable terms. By limiting our shareholder’s ability to redeem no more than 15% of the shares sold in our Initial Public Offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our Business Combination, particularly in connection with a Business Combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash.
If we were to expend all of the net proceeds of the Initial Public Offering, the sale of the warrants, other than the proceeds deposited in the Trust Account, and without taking into account interest earned on the funds in the Trust Account if such funds are held in an interest-bearing account, the
company’s articles of association, by a unanimous written resolution of all of the company’s shareholders . Our amended and restated memorandum and articles of association provide that special resolutions must be approved either by at least
ITEM 1A. | RISK FACTORS |
Annual Report on Form10-K,
severity of the
Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. Upon redemption of our public shares, if we have not completed a Business Combination within 24 months from the IPO Closing Date, or upon the exercise of a redemption right in connection with our Business Combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the ten years following redemption. Accordingly, the
Combination candidate, we cannot assure you that we will adequately ascertain or assess all of the significant risk factors. We also cannot assure you that an investment in our securities will not ultimately prove to be less favorable to investors than a direct investment, if an opportunity were available, in a Business Combination candidate. In the event we elect to pursue an acquisition outside of the areas of our management’s expertise, our management’s expertise may not be directly applicable to its evaluation or operation, and the information contained in this Annual Report on Form10-K
We may issue a substantial number of additional Class A Ordinary Shares or preference shares to complete our Business Combination or under an employee incentive plan after completion of our Business Combination. We may also issue Class A Ordinary Shares upon conversion of the Founder Shares at a ratio greater than
Combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our Business Combination for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we do not complete our Business Combination, our public shareholders may only receive their pro rata portion of the funds in the Trust Account that are available for distribution to public shareholders (or less than $10.00 per share in certain circumstances where a third-party brings a claim against us that our Sponsor is unable to indemnify), and our warrants will expire worthless.
Our Sponsor, executive officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association that would affect the substance or timing of our obligation to allow redemption in connection with our Business Combination or to redeem 100% of our public shares if we do not complete a Business Combination within 24 months from the IPO Closing Date, unless we provide our public shareholders with the opportunity to redeem their Class A Ordinary Shares upon approval of any such amendment at a
provisions of the Companies Law. In that case, investors may be forced to wait beyond 24 months from the IPO Closing Date before the redemption proceeds of our Trust Account become available to them and they receive the return of their pro rata portion of the proceeds from our Trust Account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless we complete our Business Combination prior thereto and only then in cases where investors have sought to redeem their Class A ordinary shares. Only upon our redemption or any liquidation will public shareholders be entitled to distributions if we do not complete our Business Combination. Our amended and restated memorandum and articles of association provide that, if we wind up for any other reason prior to the completion of our Business Combination, we will follow the foregoing procedures with respect to the liquidation of the Trust Account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law.
Offering or the financial statements contained or incorporated by reference therein are not current or correct. If the shares issuable upon exercise of the warrants are not registered under the Securities Act, we will be required to permit holders to exercise their warrants on a net share (cashless) basis, in which case the number of Class A Ordinary Shares that you will receive upon cashless exercise will be based on a formula subject to a maximum number of shares equal to 0.3611 Class A Ordinary Shares per whole warrant (subject to adjustment). However, no such warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from state registration is available. Notwithstanding the above, if our Class A Ordinary Shares are at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of warrants who exercise their warrants to do so on a “net share” (cashless) basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will be required to use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In no event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under the Securities Act or applicable state securities laws and there is no exemption available. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of Units will have paid the full unit purchase price solely for the Class A Ordinary Shares included in the Units. There may be a circumstance where an exemption from registration exists for holders of our Private Placement Warrants to exercise their warrants while a corresponding exemption does not exist for holders of the warrants included as part of Units sold in the Initial Public Offering. In such an instance, our Sponsor and its transferees (which may include our directors and executive officers) would be able to sell the Ordinary Shares underlying their warrants while holders of our warrants would not be able to exercise their warrants and sell the underlying Ordinary Shares. There may be a circumstance where an exemption from registration exists for holders of our Private Placement Warrants to exercise their warrants while a corresponding exemption does not exist for holders of the warrants included as part of Units sold in the Initial Public Offering. In such an instance, our Sponsor and its transferees (which may include our directors and executive officers) would be able to sell the Ordinary Shares underlying their warrants while holders of our warrants would not be able to exercise their warrants and sell the underlying Ordinary Shares. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws.
If Nasdaq delists our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities could be quoted on an
offerings similar to ours whose Units include one Class A Ordinary Share and one warrant to purchase one whole share. We have established the components of the Units in this way in order to reduce the dilutive effect of the warrants upon completion of a Business Combination since the warrants will be exercisable in the aggregate for
ITEM |
PROPERTIES |
None.
|
ITEM 3. | LEGAL PROCEEDINGS |
ITEM 4. | MINE SAFETY DISCLOSURES |
Not applicable.
ITEM 6. | SELECTED FINANCIAL DATA |
ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
” “Marquee Raine Acquisition Corp.” “our,” “us” or “we” in this Amendment No. 2 refer to Marquee Raine Acquisition Corp. The following discussion and analysisits 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 Amendment No. 2 does not reflect the consummation of the Business Combination, which, as discussed above, occurred subsequent to the period covered hereunder.
included herein.
For the period from October 16, 2020 (inception) through December 31, 2020, we had net loss of approximately $128,000,$4.8 million, which consisted entirelyof approximately $3.8 million loss from changes in fair value of derivative warrant liabilities, transaction costs – derivative warrant liabilities of approximately $0.9 million and approximately $128,000 of general and administrative expenses.
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
The Company’s statement of operations includes As a presentation ofresult, diluted net income (loss) per share is the same as basic net income (loss) per share for the period from October 16, 2020 (inception) through December 31, 2020. The remeasurement of the Class A ordinary shares subject to possible redemption in a manner similaris excluded from earnings per share as the redemption value approximates fair value.
Private Placement have been measured at fair value using a Monte Carlo simulation model.
ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET |
ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
6370 6471 6572 6673 6774 6875
MARQUEE RAINE ACQUISITION CORP.
Assets | ||||
Current assets: | ||||
Cash | $ | 2,266,049 | ||
Prepaid expenses | 831,645 | |||
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Total current assets | 3,097,694 | |||
Cash held in Trust Account | 373,750,000 | |||
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Total Assets | $ | 376,847,694 | ||
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Liabilities and Shareholders’ Equity | ||||
Liabilities | ||||
Current liabilities: | ||||
Accounts payable | $ | 578,902 | ||
Accrued expenses | 488,824 | |||
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Total current liabilities | 1,067,726 | |||
Deferred underwriting commissions | 13,081,250 | |||
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Total liabilities | 14,148,976 | |||
Commitments and Contingencies | ||||
Class A ordinary shares, $0.0001 par value; 35,769,871 shares subject to possible redemption at $10.00 per share | 357,698,710 | |||
Shareholders’ Equity | ||||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | — | |||
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 1,605,129 shares issued and outstanding (excluding 35,769,871 shares subject to possible redemption) | 161 | |||
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 9,343,750 shares issued and outstanding | 934 | |||
Additional paid-in capital | 5,126,604 | |||
Accumulated deficit | (127,691 | ) | ||
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Total shareholders’ equity | 5,000,008 | |||
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Total Liabilities and Shareholders’ Equity | $ | 376,847,694 | ||
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Assets | ||||
Current assets: | ||||
Cash | $ | 2,266,049 | ||
Prepaid expenses | 831,645 | |||
Total current assets | 3,097,694 | |||
Cash held in Trust Account | 373,750,000 | |||
Total Assets | $ | 376,847,694 | ||
Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit | ||||
Current liabilities: | ||||
Accounts payable | $ | 578,902 | ||
Accrued expenses | 488,824 | |||
Total current liabilities | 1,067,726 | |||
Deferred underwriting commissions | 13,081,250 | |||
Derivative warrant liabilities | 27,249,130 | |||
Total liabilities | 41,398,106 | |||
Commitments and Contingencies | 0 | |||
Class A ordinary shares, $0.0001 par value; 37,375,000 shares subject to possible redemption at $10.00 per share | 373,750,000 | |||
Shareholders’ Deficit | ||||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; NaN issued and outstanding | 0 | |||
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 0 nonredeemable shares issued and outstanding | 0 | |||
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 9,343,750 shares issued and outstanding | 934 | |||
Additional paid-in capital | 0 | |||
Accumulated deficit | (38,301,346 | ) | ||
Total shareholders’ deficit | (38,300,412 | ) | ||
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit | $ | 376,847,694 | ||
MARQUEE RAINE ACQUISITION CORP.
General and administrative expenses | $ | 127,691 | ||
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Net loss | $ | (127,691 | ) | |
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Weighted average Class A ordinary shares outstanding, basic and diluted | 37,375,000 | |||
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Basic and diluted net income per ordinary share, Class A | $ | — | ||
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Weighted average Class B ordinary shares outstanding, basic and diluted | 8,429,688 | |||
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Basic and diluted net loss per ordinary share, Class B | $ | (0.02 | ) | |
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General and administrative expenses | $ | 127,691 | ||
Loss from operations | (127,691 | ) | ||
Other income (expenses) | ||||
Change in fair value of derivative warrant liabilities | (3,758,500 | ) | ||
Transaction costs—derivative warrant liabilities | (946,010 | ) | ||
Net loss | $ | (4,832,201 | ) | |
Weighted average Class A ordinary shares outstanding, basic and diluted | 8,625,000 | |||
Basic and diluted net loss per ordinary share, Class A | $ | (0.28 | ) | |
Weighted average Class B ordinary shares outstanding, basic and diluted | 8,406,250 | |||
Basic and diluted net loss per ordinary share, Class B | $ | (0.28 | ) | |
MARQUEE RAINE ACQUISITION CORP.
DEFICIT
Ordinary Shares | Additional | Total | ||||||||||||||||||||||||||
Class A | Class B | Paid-in | Accumulated | Shareholders’ | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||
Balance - October 16, 2020 (inception) | — | $ | — | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
Issuance of Class B ordinary shares to Sponsor | — | — | 9,343,750 | 934 | 24,066 | — | 25,000 | |||||||||||||||||||||
Sale of units in initial public offering, gross | 37,375,000 | 3,738 | — | — | 373,746,262 | — | 373,750,000 | |||||||||||||||||||||
Offering costs, net of reimbursement from underwriters | — | — | — | — | (20,423,591 | ) | — | (20,423,591 | ) | |||||||||||||||||||
Sale of private placement warrants to Sponsor in private placement | — | — | — | — | 9,475,000 | — | 9,475,000 | |||||||||||||||||||||
Shares subject to possible redemption | (35,769,871 | ) | (3,577 | ) | — | — | (357,695,133 | ) | — | (357,698,710 | ) | |||||||||||||||||
Net loss | — | — | — | — | — | (127,691 | ) | (127,691 | ) | |||||||||||||||||||
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Balance - December 31, 2020 | 1,605,129 | $ | 161 | 9,343,750 | $ | 934 | $ | 5,126,604 | $ | (127,691 | ) | $ | 5,000,008 | |||||||||||||||
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20
Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit | Total Shareholders’ Deficit | |||||||||||||||||||||||||
Class A | Class B | |||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||
Balance—October 16, 2020 (inception) | — | $ | — | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||
Issuance of Class B ordinary shares to Sponsor | — | — | 9,343,750 | 934 | 24,066 | — | 25,000 | |||||||||||||||||||||
Accretion of Class A ordinary shares subject to possible redemption | — | — | — | — | (24,066 | ) | (33,469,145 | ) | (33,493,211 | ) | ||||||||||||||||||
Net loss | — | — | — | — | — | (4,832,201 | ) | (4,832,201 | ) | |||||||||||||||||||
Balance—December 31, 2020 | — | $ | — | 9,343,750 | $ | 934 | $ | 0 | $ | (38,301,346 | ) | $ | (38,300,412 | ) | ||||||||||||||
MARQUEE RAINE ACQUISITION CORP.
Cash Flows from Operating Activities: | ||||
Net loss | $ | (127,691 | ) | |
Adjustments to reconcile net income to net cash used in operating activities: | ||||
General and administrative expenses paid by Sponsor in exchange for issuance of Class B ordinary shares | 25,000 | |||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | (831,645 | ) | ||
Accounts payable | 578,902 | |||
Accrued expenses | 53,590 | |||
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Net cash used in operating activities | (301,844 | ) | ||
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Cash Flows from Investing Activities: | ||||
Cash deposited in Trust Account | (373,750,000 | ) | ||
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Net cash used in investing activities | (373,750,000 | ) | ||
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Cash Flows from Financing Activities: | ||||
Proceeds received from note payable to related party | 127,850 | |||
Repayment of note payable to related party | (127,850 | ) | ||
Proceeds received from initial public offering, gross | 373,750,000 | |||
Proceeds received from private placement | 9,475,000 | |||
Reimbursement from underwriters | 2,990,000 | |||
Offering costs paid | (9,897,107 | ) | ||
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Net cash provided by financing activities | 376,317,893 | |||
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Net change in cash | 2,266,049 | |||
Cash - beginning of the period | — | |||
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Cash - end of the period | $ | 2,266,049 | ||
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Supplemental disclosure of noncash financing activities: | ||||
Offering costs included in accrued expenses | $ | 435,234 | ||
Deferred underwriting commissions | $ | 13,081,250 | ||
Initial value of Class A ordinary shares subject to possible redemption | $ | 357,176,340 | ||
Change in value of Class A ordinary shares subject to possible redemption | $ | 522,370 |
Cash Flows from Operating Activities: | ||||
Net loss | $ | (4,832,201 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
General and administrative expenses paid by Sponsor in exchange for issuance of Class B ordinary shares | 25,000 | |||
Change in fair value of derivative warrant liabilities | 3,758,500 | |||
Transaction costs—derivative warrant liabilities | 946,010 | |||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | (831,645 | ) | ||
Accounts payable | 578,902 | |||
Accrued expenses | 53,590 | |||
Net cash used in operating activities | (301,844 | ) | ||
Cash Flows from Investing Activities: | ||||
Cash deposited in Trust Account | (373,750,000 | ) | ||
Net cash used in investing activities | (373,750,000 | ) | ||
Cash Flows from Financing Activities: | ||||
Proceeds received from note payable to related party | 127,850 | |||
Repayment of note payable to related party | (127,850 | ) | ||
Proceeds received from initial public offering, gross | 373,750,000 | |||
Proceeds received from private placement | 9,475,000 | |||
Reimbursement from underwriters | 2,990,000 | |||
Offering costs paid | (9,897,107 | ) | ||
Net cash provided by financing activities | 376,317,893 | |||
Net change in cash | 2,266,049 | |||
Cash—beginning of the period | 0 | |||
Cash—end of the period | $ | 2,266,049 | ||
Supplemental disclosure of noncash financing activities: | ||||
Offering costs included in accrued expenses | $ | 435,234 | ||
Deferred underwriting commissions | $ | 13,081,250 | �� |
As of December 31, 2020 | As Reported | Adjustment | As Restated | |||||||||
Total assets | $ | 376,847,694 | $ | 376,847,694 | ||||||||
Total liabilities | $ | 41,398,106 | $ | 41,398,106 | ||||||||
Class A ordinary shares subject to redemption at $10.00 per share | $ | 330,449,580 | $ | 43,300,420 | $ | 373,750,000 | ||||||
Preference shares | 0 | 0 | 0 | |||||||||
Class A ordinary shares | 433 | (433 | ) | 0 | ||||||||
Class B ordinary shares | 934 | 0 | 934 | |||||||||
Additional paid-in capital | 9,830,842 | (9,830,842 | ) | 0 | ||||||||
Accumulated deficit | (4,832,201 | ) | (33,469,145 | ) | (38,301,346 | ) | ||||||
Total shareholders’ equity (deficit) | $ | 5,000,008 | $ | (43,300,420 | ) | $ | (38,300,412 | ) | ||||
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit) | $ | 376,847,694 | $ | 0 | $ | 376,847,694 | ||||||
Shares of Class A ordinary shares subject to redemption | 33,044,958 | 4,330,042 | 37,375,000 | |||||||||
Shares of Class A ordinary shares | 4,330,042 | (4,330,042 | ) | 0 |
Supplemental Disclosure of Noncash Financing Activities | ||||||||||||
Initial value of Class A ordinary shares subject to possible redemption | $ | 333,685,710 | $ | (333,685,710 | ) | $ | 0 | |||||
Change in value of Class A ordinary shares subject to possible redemption | $ | (3,236,130 | ) | $ | 3,236,130 | $ | 0 |
Earnings Per Share | ||||||||||||
As Reported | Adjustment | As Restated | ||||||||||
For the Period from October 16, 2020 (Inception) through December 31, 2020 | ||||||||||||
Net loss | $ | (4,832,201 | ) | $ | 0 | $ | (4,832,201 | ) | ||||
Weighted average shares outstanding - Class A ordinary shares | 37,375,000 | (28,750,000 | ) | 8,625,000 | ||||||||
Basic and diluted loss per share - Class A ordinary shares | $ | 0 | $ | (0.28 | ) | $ | (0.28 | ) | ||||
Weighted average shares outstanding - Class B ordinary shares | 8,429,688 | (23,438 | ) | 8,406,250 | ||||||||
Basic and diluted loss per share - Class B ordinary shares | $ | (0.57 | ) | $ | 0.29 | $ | (0.28 | ) |
As of December 17, 2020 | As Reported, As Revised | Adjustment | As Restated | |||||||||
Total assets | $ | 375,776,800 | $ | 375,776,800 | ||||||||
Total liabilities | $ | 37,091,089 | $ | 37,091,089 | ||||||||
Class A ordinary shares subject to redemption at $10.00 per share | $ | 333,685,710 | $ | 40,064,290 | $ | 373,750,000 | ||||||
Preference shares | 0 | 0 | 0 | |||||||||
Class A ordinary shares | 401 | (401 | ) | 0 | ||||||||
Class B ordinary shares | 934 | 0 | 934 | |||||||||
Additional paid-in capital | 5,995,328 | (5,995,328 | ) | 0 | ||||||||
Accumulated deficit | (996,662 | ) | (34,068,561 | ) | (35,065,223 | ) | ||||||
Total shareholders’ equity (deficit) | $ | 5,000,001 | $ | (40,064,290 | ) | $ | (35,064,289 | ) | ||||
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit) | $ | 375,776,800 | $ | 0 | $ | 375,776,800 | ||||||
Shares of Class A ordinary shares subject to redemption | 33,368,571 | 4,006,429 | 37,375,000 | |||||||||
Shares of Class A ordinary shares | 4,006,429 | (4,006,429 | ) | 0 |
Gross Proceeds for initial public offering and over-allotment | $ | 375,750,000 | ||
Less: | — | |||
Offering costs allocated to Class A shares subject to possible redemption | (19,477,581 | ) | ||
Proceeds allocated to Public Warrants at issuance | (14,015,630 | ) | ||
Plus: | ||||
Accretion of Class A ordinary shares subject to possible redemption amount | 33,493,211 | |||
Class A ordinary shares subject to possible redemption | $ | 375,750,000 |
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 financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
As of December 31, 2020, the carrying values of cash, accounts payable, and accrued expenses approximate their fair values primarily due to the short-term nature of the instruments.
The Company’s statement of operations includes As a presentation ofresult, diluted net income (loss) per share for ordinary shares subject to redemption in a manner similar tois the two-class method ofsame as basic net income (loss) per share. Net income per ordinary share basic and diluted for Class A Ordinary Shares are calculated by dividing the interest income earned on cash held in the Trust Account of $0, net of amounts available to be withdrawn from the Trust Account to pay the Company’s income taxes, for the period from October 16, 2020 (inception) through December 31, 2020, by2020. The remeasurement of the weighted average number of Class A Ordinary Shares outstanding forordinary shares subject to possible redemption is excluded from earnings per share as the period. Net loss per ordinary share, basic and diluted for Founder Shares is calculated by dividing the net loss of approximately $128,000, less income attributable to Class A Ordinary Shares of approximately $0, resulting in a net loss of approximately $128,000, by the weighted average number of Founder Shares outstanding for the period.
redemption value approximates fair value.
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 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.
In addition, $0.35 per unit, or approximately $13.1 million in the aggregate will be payable to the underwriter for deferred underwriting commissions. The deferred fee will become payable to the underwriter 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.
redemption and classified in temporary equity.
Warrants—Warrants may only be exercised for
Description | Quoted Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Other Unobservable Inputs (Level 3) | |||||||||
Liabilities: | ||||||||||||
Derivative warrant liabilities | $ | 0 | $ | 0 | $ | 27,249,130 |
exercise is exemptperiod from registration under the Securities Act).October 16, 2020 (inception) through December 31, 2020. The Company agreed that as soon as practicable, but in no event later than twenty (20) business days after the closingfair value 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.
The 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 purposesPublic Warrants issued in connection with the closing ofPublic Offering and Private Placement Warrants were initially and subsequently measured at fair value using a Monte Carlo simulation model at each measurement date.
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-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, noneestimated fair value of the Private Placement Warrants will be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees.
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;
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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);Public Warrants, is determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and
if dividend yield. The Company estimated 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 exercisevolatility of its warrants) as the outstanding warrants, as described above.
The “fair market value” of the Class A ordinary shares forwarrants based on implied volatility from the above purpose shall mean the volume-weighted average priceCompany’s traded warrants and from historical volatility of select peer company’s Class A ordinary shares duringthat matches the 10 trading days immediately followingexpected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury
As of December 17, 2020 | As of December 31, 2020 | |||||||
Volatility | 22.4 | % | 21.7 | % | ||||
Stock price | $ | 10.45 | $ | 10.40 | ||||
Expected life of the options to convert | 5.5 | 5.5 | ||||||
Risk-free rate | 0.45 | % | 0.43 | % | ||||
Dividend yield | 0.0 | % | 0.0 | % |
Derivative warrant liabilities at October 16, 2020 (inception) | $ | 0 | ||
Issuance of Public and Private Warrants | 23,490,630 | |||
Change in fair value of derivative warrant liabilities | 3,758,500 | |||
Derivative warrant liabilities at December 31, 2020 | $ | 27,249,130 | ||
ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES |
ITEM 9A. | CONTROLS AND PROCEDURES |
As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Principal Executive Officer and Principal Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2020. Based upon their evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective.
Internal Control over Financial Reporting
This Annual
During the most recently completed fiscal year, there has been
ITEM 9B. | OTHER INFORMATION |
ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
Name | Age | Title | ||||
Crane H. Kenney | 57 | Co-Chief Executive Officer | ||||
Brett Varsov | 45 | Co-Chief Executive Officer | ||||
Alexander D. Sugarman | 40 | Executive Vice President | ||||
Joseph Beyrouty | 41 | Chief Financial Officer | ||||
Evan Ellsworth | 34 | Vice President | ||||
Jason Sondag | 38 | Vice President | ||||
Thomas Ricketts | 55 | Co-Chairman and Director | ||||
Brandon Gardner | 46 | Co-Chairman and Director | ||||
Thomas Freston | 75 | Director | ||||
Matthew Maloney | 45 | Director | ||||
Assia Grazioli-Venier | 40 | Director |
Marquee Raine Acquisition Sponsor LP will be provided to us free of charge. In addition, our Sponsor or any of our existing 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 paid a finder’s fee, consulting fee or other compensation and reimbursed for any
Individual | Entity | Entity’s Business | Affiliation | |||
Crane H. Kenney | Professional Sports | Principal Executive Officer | ||||
Hickory Street | Investment | President | ||||
Marquee 360 | Sports | Executive Vice President | ||||
Marquee Sports Network | Entertainment | Board of Managers | ||||
Brett Varsov | The Raine Group | Investment | Partner | |||
Reigning Champs | Sports | Director | ||||
Alexander D. Sugarman | Professional Sports | Executive Vice President, Business Operations and Chief Strategy Officer | ||||
Hickory Street | Investment | Vice President | ||||
Marquee 360 | Entertainment | Vice President | ||||
Marquee Sports Network | Sports | Board Observer | ||||
Joseph Beyrouty | The Raine Group | Investment | Chief Financial Officer—Management Company | |||
Evan Ellsworth | The Raine Group | Investment | Vice President | |||
The International Theological Seminary | Non-Profit | Director | ||||
Jason Sondag | Professional Sports | Vice President, Strategy and Development | ||||
Thomas Ricketts | Professional Sports | Executive Chairman |
Choose Chicago | Tourism | Director | ||||
Hickory Street | Investment | Executive Vice President | ||||
Incapital | Investment | Chairman | ||||
Marquee 360 | Entertainment | President | ||||
Marquee Sports Network | Sports | Board of Managers | ||||
Meijer, Inc. | Supermarket | Director | ||||
The Field Museum | Non-Profit | Director | ||||
The Executive Club of Chicago | Non-Profit | Director | ||||
Wood Family Foundation | Non-Profit | Director | ||||
Brandon Gardner | The Raine Group | Investment | Partner, Co-Founder, President and Chief Operating Officer | |||
Foursquare | Technology | Director | ||||
Moonbug Entertainment | Media | Director | ||||
Imagine Entertainment | Media | Director | ||||
Thrill One | Sports | Director | ||||
Reigning Champs | Sports | Director | ||||
Olo | Mobile Application | Director |
Thomas Freston | Firefly3 | Investment | Principal | |||
ONE Campaign | Non-Profit | Board Chairman | ||||
DreamWorks Animation | Media | Director | ||||
Moby Media | Media | Director | ||||
Vice | Media | Director | ||||
The Asia Society | Non-Profit | Trustee | ||||
Matthew Maloney | Grubhub | Technology | Chief Executive Officer | |||
Chicago Booth School of Business Polsky Center for Entrepreneurship | Non-Profit | Director | ||||
Museum of Science and Industry, Chicago | Non-Profit | Director | ||||
Assia Grazioli-Venier | Muse Capital | Investment | Partner, Co-Founder | |||
Juventus Football Club | Sports | Director | ||||
AllRaise | Non-Profit | Co-Chair | ||||
Impact46 | Investment | Director |
(1) | Includes Cubs and certain of its subsidiaries and other affiliates. |
(2) | Includes Hickory Street Capital and certain of its subsidiaries and other affiliates. |
ITEM 11. | EXECUTIVE COMPENSATION |
ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS |
Name and Address of Beneficial Owner(1) | Number of Shares Beneficially Owned(2) | Percentage of Shares of Outstanding Class A Ordinary Shares | ||||||
Marquee Raine Acquisition Sponsor LP(3) | 9,268,750 | 19.8 | % | |||||
Crane H. Kenney | — | * | ||||||
Brett Varsov | — | * | ||||||
Alexander D. Sugarman | — | * | ||||||
Joseph Beyrouty | — | * | ||||||
Evan Ellsworth | — | * | ||||||
Jason Sondag | — | * | ||||||
Thomas Ricketts | — | * | ||||||
Brandon Gardner | — | * | ||||||
Thomas Freston | 25,000 | * | ||||||
Matthew Maloney | 25,000 | * | ||||||
Assia Grazioli-Venier | 25,000 | * | ||||||
All officers and directors as a group (11 individuals) | 9,343,750 | 20.0 | % |
Name and Address of Beneficial Owner(1) | Number of Shares Beneficially Owned(2) | Percentage of Shares of Outstanding Class A Ordinary Shares | ||||||
Marquee Raine Acquisition Sponsor LP(3) | 9,268,750 | 19.8 | % | |||||
Crane H. Kenney | — | * | ||||||
Brett Varsov | — | * | ||||||
Alexander D. Sugarman | — | * | ||||||
Joseph Beyrouty | — | * | ||||||
Evan Ellsworth | — | * | ||||||
Jason Sondag | — | * | ||||||
Thomas Ricketts | — | * | ||||||
Brandon Gardner | — | * | ||||||
Thomas Freston | 25,000 | * | ||||||
Matthew Maloney | 25,000 | * | ||||||
Assia Grazioli-Venier | 25,000 | * | ||||||
All officers and directors as a group (11 individuals) | 9,343,750 | 20.0 | % |
* | Less than one percent. |
(1) | Unless otherwise noted, the business address of each of our shareholders is 65 East 55th Street, 24th Floor New York, NY 10022. |
(2) | Interests shown consist solely of Founder Shares, classified as Founder Shares. Such shares will automatically convert into Class A Ordinary Shares on the first business day following the completion of our Business Combination. |
(3) | Marquee Raine Acquisition Sponsor GP Ltd. is the general partner of Marquee Raine Acquisition Sponsor LP. Raine Holdings AIV LLC is the sole member of Raine SPAC Holdings LLC, which, in turn, is the sole member of Raine RR SPAC SPV I LLC, which owns a 50% interest in each of Marquee Raine Acquisition Sponsor GP Ltd. and Marquee Raine Acquisition Sponsor LP. Ricketts SPAC Investment LLC is the manager of Marquee Sports Holdings SPAC I, LLC, which owns a 50% interest in each of Marquee Raine Acquisition Sponsor GP Ltd. and Marquee Raine Acquisition Sponsor LP. Based upon the relationships among the entities described in this footnote, such entities may be deemed to beneficially own the securities reported herein. Each of the entities described in this footnote disclaims beneficial ownership of the securities held directly or indirectly by such entities, except to the extent of their respective pecuniary interests. |
ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
ITEM 15. | EXHIBITS, AND FINANCIAL STATEMENT SCHEDULES |
(a) | The following documents are filed as part of this 10-K/A: |
(b) | Exhibits: The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Form |
32.1* | ||
32.2* | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
101.INS* | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because iXBRL tags are embedded within the Inline XBRL document). | |
101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
101.SCH* | Inline XBRL Taxonomy Extension Schema Document. | |
101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
101.LAB* | Inline XBRL Taxonomy Extension Labels Linkbase Document. | |
101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
104* | Cover Page Interactive Data File, formatted in Inline XBRL (included within the Exhibit 101 attachments). |
* | Filed herewith. |
** | Previously filed. |
† | Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. |
+ | Indicates a management contract or compensatory plan, contract or arrangement. |
Date: | By: | /s/ | ||||
Chief Financial | ||||||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joseph Beyroudy and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
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