Legacy EJY (ENJYQ) 8-K Plans to Launch Smart Last Mile Solution™ in North America, Increasing Enjoy’s Inventory Access to Meet Demand in Time for 2021 Holiday Season

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 13, 2021

Marquee Raine Acquisition Corp.

(Exact name of registrant as specified in its charter)

Cayman. Islands	001-39800	98-1566891
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

65 East 55th Street, 24th Floor

New York, New York 10022

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (212) 603-5500

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-fourth of one redeemable warrant	MRACU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value of $0.0001 per share	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	MRACW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Introductory Note

On April 28, 2021, Marquee Raine Acquisition Corp., a blank check company incorporated as a Cayman Islands exempted company (“MRAC”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with MRAC Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of MRAC (“Merger Sub”), and Enjoy Technology Inc., a Delaware corporation (“Enjoy”). The Merger Agreement was amended on July 23, 2021.

Pursuant to the Merger Agreement, the parties thereto will enter into a business combination (the “Business Combination”) pursuant to which, among other transactions described in the Merger Agreement, Merger Sub will merge with and into Enjoy.

The proposed Business Combination is expected to be consummated after the required approval by the shareholders of MRAC and the satisfaction of certain other conditions.

Item 1.01 Entry Into A Material Definitive Agreement.

Second Amendment to the Merger Agreement

On September 13, 2021, MRAC entered into a Second Amendment (the “Second Amendment”) to the Merger Agreement. The Second Amendment modifies the Merger Agreement by reducing the amount of the “Base Purchase Price” (as defined in the Merger Agreement) to $882,000,000, which has the effect of reducing the implied equity value of Enjoy on a pre-Business Combination basis by $146,738,000. The Second Amendment is incorporated by reference as Exhibit 2.1 to this Current Report on Form 8-K (this “Current Report”).

Backstop Agreements

In connection with Business Combination, on September 13, 2021, MRAC entered into backstop agreements (the “Backstop Agreements”) with each of Ron Johnson and an entity affiliated with the Ricketts family (the “Backstop Subscribers”), pursuant to which the Backstop Subscribers have each agreed to subscribe for and purchase up to 5,000,000 shares of the MRAC’s common stock, par value $0.0001 per share, in the event that more than 26,375,000 public shares of MRAC are submitted for redemption in connection with the Business Combination, for a purchase price of $10.00 per share. The number of shares to be purchased pursuant to the Backstop Agreements, in the aggregate, will be equal to the number of public shares submitted for redemption, if any, in excess of 26,375,000 (up to 10 million shares). The form of the Backstop Agreement is incorporated by reference as Exhibit 10.1 to this Current Report.

Amendment to the Sponsor Agreement

On September 13, 2021, MRAC entered into an Amendment (the “Sponsor Agreement Amendment”) to the Sponsor Agreement, dated as of April 28, 2021, by and between Marquee Raine Acquisition Sponsor LP (“Sponsor”) and the MRAC (the “Sponsor Agreement”). The Sponsor Agreement Amendment modifies the Sponsor Agreement by increasing the number of founder shares that the Sponsor has agreed to subject to potential forfeiture in the event that certain share price targets are not achieved prior to the fifth (5th) anniversary of the closing of the Business Combination (or a change of control occurs with respect to the post-combination company at or above such share price targets during such period) from 1,121,250 to 2,201,250. The Sponsor Agreement Amendment is incorporated by reference as Exhibit 10.2 to this Current Report.

Item 7.01 Regulation FD Disclosure.

On September 14, 2021, MRAC and Enjoy issued a joint press release (the “Press Release”). The Press Release is attached hereto as Exhibit 99.1 and incorporated by reference herein. Attached as Exhibit 99.2 and incorporated by reference herein is a presentation (the “Investor Presentation”), dated September 2021, that will be used by Enjoy in presentations to investment professionals and other persons in connection with the Business Combination.

The information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2 is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of MRAC under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of any

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general incorporation language in such filings. This Current Report will not be deemed an admission as to the materiality of any information of the information contained in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2.

Disclaimer

This Current Report relates to a proposed Business Combination between Enjoy and MRAC. This Current Report does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Additional Information About the Proposed Business Combination and Where to Find It

The Business Combination will be submitted to the shareholders of MRAC for their consideration and approval at an extraordinary general meeting of shareholders (the “Special Meeting”). MRAC has filed a registration statement on Form S-4, as amended, with the U.S. Securities and Exchange Commission (the “SEC”), which includes a document that serves as a prospectus and proxy statement of MRAC, referred to as a proxy statement/prospectus. A proxy statement/prospectus will be sent to all MRAC shareholders. The proxy statement/prospectus will contain important information about the Business Combination and the other matters to be voted upon at the Special Meeting. MRAC also will file other documents regarding the Business Combination with the SEC. Before making any voting decision, investors and security holders of MRAC are urged to read the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because they will contain important information about the Business Combination.

Investors and security holders will be able to obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by MRAC through the website maintained by the SEC at www.sec.gov.

The documents filed by MRAC with the SEC also may be obtained free of charge upon written request to Marquee Raine Acquisition Corp., 65 East 55th Street, 24th Floor, New York, New York 10022.

INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE BUSINESS COMBINATION OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Participants in the Solicitation

MRAC and its directors and executive officers may, under SEC rules, be deemed participants in the solicitation of proxies from MRAC’s shareholders in connection with the Business Combination. MRAC shareholders and other interested persons may obtain, without charge, more detailed information regarding the directors and officers of MRAC in MRAC’s Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 2020, which was filed with the SEC on May 13, 2021. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to MRAC shareholders in connection with the Business Combination and other matters to be voted upon at the Special Meeting will be set forth in the proxy statement/prospectus when available. You may obtain free copies of these documents as described in this Current Report.

Forward-Looking Statements Legend

This Current Report contains certain forward-looking statements within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995 with respect to the proposed transaction between Enjoy and MRAC. These forward-looking statements generally are identified by the words

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“believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “propose,” “forecast,” “expect,” “seek,” “target” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including but not limited to: (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of MRAC’s securities, (ii) the risk that the transaction may not be completed by MRAC’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by MRAC, (iii) the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the Merger Agreement by the shareholders of MRAC, the satisfaction of the minimum amount following redemptions by MRAC’s public shareholders and the receipt of certain governmental and regulatory approvals in MRAC’s trust account, (iv) the lack of a third party valuation in determining whether or not to pursue the proposed transaction, (v) the inability to complete the private investment to be consummated in connection with the Business Combination, (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, (vii) the effect of the announcement or pendency of the transaction on Enjoy’s business relationships, operating results, and business generally, (viii) risks that the proposed transaction disrupts current plans and operations of Enjoy, (ix) the outcome of any legal proceedings that may be instituted against Enjoy or against MRAC related to the Merger Agreement or the Business Combination, (x) the ability to maintain the listing of MRAC’s securities on a national securities exchange, (xi) changes in the competitive and regulated industries in which Enjoy operates, variations in operating performance across competitors, changes in laws and regulations affecting Enjoy’s business and changes in the combined capital structure, (xii) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities, (xiii) the risk of downturns and a changing regulatory landscape in the highly competitive retail e-commerce industry, (xiv) the potential benefits of the Business Combination (including with respect to shareholder value), (xv) the effects of competition on Enjoy’s future business, (xvi) risks related to political and macroeconomic uncertainty, (xvii) the amount of redemption requests made by MRAC’s public shareholders, (xviii) the ability of MRAC or the combined company to issue equity or equity-linked securities in connection with the Business Combination or in the future and (xix) the impact of the COVID-19 pandemic. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in MRAC’s Annual Report on Form 10-K, as amended, for the year ended December 31, 2020, the proxy statement/prospectus on Form S-4, as amended, filed on September 2, 2021, those factors discussed in MRAC’s final prospectus filed on December 16, 2020, under the heading “Risk Factors,” and other documents of MRAC filed or to be filed with the SEC. If any of these risks materialize or if assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that are not presently known to Enjoy or MRAC or that Enjoy or MRAC currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect the Enjoy’s expectations, plans or forecasts of future events and views as of the date of this Current Report. Enjoy anticipates that subsequent events and developments will cause Enjoy and MRAC’s assessments to change. However, while Enjoy and MRAC may elect to update these forward-looking statements at some point in the future, Enjoy and MRAC specifically disclaim any obligation to do so unless required by applicable law. These forward-looking statements should not be relied upon as representing Enjoy and MRAC’s assessments as of any date subsequent to the date of this Current Report. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Item 9.01 Financial Statements and Exhibits.

(d)     List of Exhibits.

The Exhibit Index is incorporated by reference herein.

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Exhibit Index

Exhibit No.	Description
2.1	Second Amendment, dated as of September 13, 2021, to the Agreement and Plan of Merger, dated as of April 28, 2021 and amended on July 23, 2021, by and among Marquee Raine Acquisition Corp., MRAC Merger Sub Corp. and Enjoy Technology Inc.
10.1	Form of Backstop Agreement.
10.2	Amendment, dated as of September 13, 2021, to the Sponsor Agreement, dated as of April 28, 2021 by and between Marquee Raine Acquisition Corp. and Marquee Raine Acquisition Sponsor LP.
99.1	Joint Press Release, dated as of September 14, 2021.
99.2	Investor Presentation, dated September 2021.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document.

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SIGNATURE

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.

	Marquee Raine Acquisition Corp.
Date: September 14, 2021	By:	/s/ Brett Varsov
	Name:	Brett Varsov
	Title:	Co-Chief Executive Officer

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