Marquee Raine Acquisition Sponsor SC 13G Marquee Raine Acquisition / Marquee Raine Acquisition Sponsor ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Amendment No.     )*

Under the Securities Exchange Act of 1934

Marquee Raine Acquisition Corp.

(Name of Issuer)

Class A Ordinary Shares, par value $0.0001 per share

(Titles of Class of Securities)

G58442107

(CUSIP Number)

December 31, 2020

(Date of Event Which Requires Filing of this Statement)

☐ Rule 13d-l(b)

☐ Rule 13d-l(c)

☒ Rule 13d-l(d)

* The remainder of this cover page shall be filled out of a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1	NAME OF REPORTING PERSON OR   LR.S. IDENTIFICATION NO. OF ABOVE PERSON   Marquee Raine Acquisition Sponsor LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   9,268,750 (1)
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   9,268,750 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   9,268,750 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   19.9%(2)
12	TYPE OF REPORTING PERSON   PN

(1) Consists of 9,268,750 Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares”), of Marquee Raine Acquisition Corp. (the “Issuer”). The Class B Ordinary Shares have no expiration date and are convertible into Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), of the Issuer.

(2) Based on 46,643,750 Class A Ordinary Shares outstanding, which is the sum of (i) 37,375,000 Class A Ordinary Shares outstanding as of December 17, 2020, as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on December 18, 2020, and (ii) 9,268,750 Class A Ordinary Shares issuable upon the conversion of the 9,268,750 Class B Ordinary Shares reported herein.

1	NAME OF REPORTING PERSON OR   LR.S. IDENTIFICATION NO. OF ABOVE PERSON   Marquee Raine Acquisition Sponsor GP Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   9,268,750 (1)
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   9,268,750 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   9,268,750 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   19.9% (2)
12	TYPE OF REPORTING PERSON   CO

(1) Represents securities directly owned by Marquee Raine Acquisition Sponsor LP.

(2) Based on 46,643,750 Class A Ordinary Shares outstanding, which is the sum of (i) 37,375,000 Class A Ordinary Shares outstanding as of December 17, 2020, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on December 18, 2020, and (ii) 9,268,750 Class A Ordinary Shares issuable upon the conversion of the 9,268,750 Class B Ordinary Shares reported herein.

1	NAME OF REPORTING PERSON OR   LR.S. IDENTIFICATION NO. OF ABOVE PERSON   Raine Holdings AIV LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   9,268,750 (1)
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   9,268,750 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   9,268,750 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   19.9% (2)
12	TYPE OF REPORTING PERSON   OO

(1) Represents securities directly owned by Marquee Raine Acquisition Sponsor LP.

(2) Based on 46,643,750 Class A Ordinary Shares outstanding, which is the sum of (i) 37,375,000 Class A Ordinary Shares outstanding as of December 17, 2020, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on December 18, 2020, and (ii) 9,268,750 Class A Ordinary Shares issuable upon the conversion of the 9,268,750 Class B Ordinary Shares reported herein.

1	NAME OF REPORTING PERSON OR   LR.S. IDENTIFICATION NO. OF ABOVE PERSON   Raine SPAC Holdings LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   9,268,750 (1)
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   9,268,750 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   9,268,750 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   19.9% (2)
12	TYPE OF REPORTING PERSON   OO

(1) Represents securities directly owned by Marquee Raine Acquisition Sponsor LP.

(2) Based on 46,643,750 Class A Ordinary Shares outstanding, which is the sum of (i) 37,375,000 Class A Ordinary Shares outstanding as of December 17, 2020, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on December 18, 2020, and (ii) 9,268,750 Class A Ordinary Shares issuable upon the conversion of the 9,268,750 Class B Ordinary Shares reported herein.

1	NAME OF REPORTING PERSON OR   LR.S. IDENTIFICATION NO. OF ABOVE PERSON   Raine RR SPAC SPV I LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   9,268,750 (1)
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   9,268,750 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   9,268,750 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   19.9% (2)
12	TYPE OF REPORTING PERSON   OO

(1) Represents securities directly owned by Marquee Raine Acquisition Sponsor LP.

(2) Based on 46,643,750 Class A Ordinary Shares outstanding, which is the sum of (i) 37,375,000 Class A Ordinary Shares outstanding as of December 17, 2020, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on December 18, 2020, and (ii) 9,268,750 Class A Ordinary Shares issuable upon the conversion of the 9,268,750 Class B Ordinary Shares reported herein.

1	NAME OF REPORTING PERSON OR   LR.S. IDENTIFICATION NO. OF ABOVE PERSON   Ricketts SPAC Investment LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   9,268,750 (1)
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   9,268,750 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   9,268,750 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   19.9% (2)
12	TYPE OF REPORTING PERSON   OO

(1) Represents securities directly owned by Marquee Raine Acquisition Sponsor LP.

(2) Based on 46,643,750 Class A Ordinary Shares outstanding, which is the sum of (i) 37,375,000 Class A Ordinary Shares outstanding as of December 17, 2020, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on December 18, 2020, and (ii) 9,268,750 Class A Ordinary Shares issuable upon the conversion of the 9,268,750 Class B Ordinary Shares reported herein.

1	NAME OF REPORTING PERSON OR   LR.S. IDENTIFICATION NO. OF ABOVE PERSON   Marquee Sports Holdings SPAC I, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   9,268,750 (1)
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   9,268,750 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   9,268,750 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   19.9% (2)
12	TYPE OF REPORTING PERSON   OO

(1) Consists of 9,268,750 Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares”) of Marquee Raine Acquisition Corp. (the “Issuer”). The Class B Ordinary Shares have no expiration date and are convertible into Class A ordinary shares, par value $0.0001 per share, of the Issuer.

(2) Based on 46,643,750 Class A Ordinary Shares outstanding, which is the sum of (i) 37,375,000 Class A Ordinary Shares outstanding as of December 17, 2020, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on December 18, 2020, and (ii) 9,268,750 Class A Ordinary Shares issuable upon the conversion of the 9,268,750 Class B Ordinary Shares reported herein.

Item 1(a). Name of Issuer:

Marquee Raine Acquisition Corp.

Item 1(b). Address of Issuer’s Principal Executive Offices:

65 East 55th Street, 24th Floor

New York, NY 10022

Item 2(a). Name of Person Filing:

This Schedule 13G is filed jointly by Marquee Raine Acquisition Sponsor LP (“Sponsor”), Marquee Raine Acquisition Sponsor GP Ltd. (“Marquee Raine GP”), Raine Holdings AIV LLC (“Raine Holdings AIV”), Raine SPAC Holdings LLC (“Raine SPAC Holdings”), Raine RR SPAC SPV I LLC (“Raine RR SPAC SPV I”), Ricketts SPAC Investment LLC (“Ricketts SPAC Investment”) and Marquee Sports Holdings SPAC 1, LLC (“Marquee Sports Holdings”). Marquee Raine GP is the general partner of Sponsor. Raine Holdings AIV is the sole member of Raine SPAC Holdings, which, in turn, is the sole member of Raine RR SPAC SPV I, which owns a 50% interest in each of Marquee Raine GP and Sponsor. Ricketts SPAC Investment is the manager of Marquee Sports Holdings, which owns a 50% interest in each of Marquee Raine GP and Sponsor. Each of the Reporting Persons named in this Schedule 13G disclaims beneficial ownership of the securities held directly or indirectly by such Reporting Perons, except to the extent of their respective pecuniary interests.

Item 2(b). Address of Principal Business Office or, if none, Residence:

The principal business address of each of the Reporting Persons is as follows:

65 East 55th Street, 24th Floor

New York, NY 10022

Item 2(c). Citizenship:

See responses to Item 4 on the cover pages, which are incorporated herein by reference.

Item 2(d). Titles of Classes of Securities:

Class A Ordinary Shares, par value $0.0001 per share (“Class A Ordinary Shares”)

Item 2(e). CUSIP Number:

G58442107

Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c),

Check Whether the Person Filing is a(n):

(a)	☐	Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o).
(b)	☐	Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).
(c)	☐	Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).
(d)	☐	Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)	☐	Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
(f)	☐	Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

(g)	☐	Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
(h)	☐	Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i)	☐	Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
(j)	☐	Non-U.S. institution, in accordance with § 240.13d-1(b)(1)(ii)(J).
(k)	☐	Group in accordance with § 240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution: __________

Item 4. Ownership

As of December 31, 2020, the Reporting Persons owned 9,268,750 Class B Ordinary Shares of the Issuer, which are convertible into an equal number of Class A Ordinary Shares of the Issuer, representing 19.9% of the Issuer’s outstanding Shares. The percentage ownership was calculated assuming that 46,643,750 Class A Ordinary Shares are outstanding based on the sum of (i) 37,375,000 Class A Ordinary Shares outstanding as of December 17, 2020, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on December 18, 2020, and (ii) 9,268,750 Class A Ordinary Shares issuable upon the conversion of the 9,268,750 Class B Ordinary Shares owned by Sponsor.

This Schedule 13G excludes 6,316,667 Class A Ordinary Shares issuable upon the exercise of 6,316,667 private placement warrants held directly by the Sponsor. Each warrant becomes exercisable to purchase one Class A Ordinary Share at $11.50 per share, subject to adjustment, on the later of (a) 30 days after the completion of the Issuer’s initial business combination and (b) 12 months from the closing of the Issuer’s initial public offering, and expires five years after the completion of the Issuer’s initial business combination or earlier upon redemption or liquidation.

(a) Amount beneficially owned:

See responses to Item 9 on the cover pages, which are incorporated herein by reference.

(b) Percent of class:

See responses to Item 11 on the cover pages, which are incorporated herein by reference.

(c) Number of shares as to which such person has

(i) Sole power to vote or to direct the vote:

See responses to Item 5 on the cover pages, which are incorporated herein by reference.

(ii) Shared power to vote or to direct the vote:

See responses to Item 6 on the cover pages, which are incorporated herein by reference.

(iii) Sole power to dispose or to direct the disposition of:

See responses to Item 7 on the cover pages, which are incorporated herein by reference.

(iv) Shared power to dispose or to direct the disposition of:

See responses to Item 8 on the cover pages, which are incorporated herein by reference.

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not Applicable.

Item 8. Identification and Classification of Members of the Group.

See Item 2(a) above.

Item 9. Notice of Dissolution of Group.

Not Applicable.

Item 10. Certification.

Not Applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Dated: February 16, 2021

MARQUEE RAINE ACQUSITION SPONSOR LP
Acting by its general partner,
Marquee Raine Acquisition Sponsor GP Ltd.
By:	/s/ Brandon Gardner
Name: Brandon Gardner
Title: Director
By:	/s/ Thomas S. Ricketts
Name: Thomas S. Ricketts
Title: Director
MARQUEE RAINE ACQUSITION SPONSOR GP LTD.
By:	/s/ Brandon Gardner
Name: Brandon Gardner
Title: Director
By:	/s/ Thomas S. Ricketts
Name: Thomas S. Ricketts
Title: Director
RAINE HOLDINGS AIV LLC
By:	/s/ Brandon Gardner
Name: Brandon Gardner
Title: President
RAINE SPAC HOLDINGS LLC
By:	/s/ Brandon Gardner
Name: Brandon Gardner
Title: President

RAINE RR SPAC SPV I LLC
By:	/s/ Brandon Gardner
Name: Brandon Gardner
Title: President
RICKETTS SPAC INVESTMENT LLC
By:	/s/ Alfred Levitt
Name: Alfred Levitt
Title: Secretary
MARQUEE SPORTS HOLDINGS SPAC I, LLC
By:	/s/ Crane H. Kenney
Name: Crane H. Kenney
Title: Chief Executive Officer