United States securities and exchange commission logo
July 19, 2021
Crane H. Kenney
Principal Executive Officer
Marquee Raine Acquisition Corp.
65 East 55th Street, 24th Floor
New York, NY 10022
Re: Marquee Raine
Acquisition Corp.
Amendment No. 1 to
Registration Statement on Form S-4
Filed June 24, 2021
File No. 333-256147
Dear Mr. Kenney:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our June
11, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-1 filed June 24,
2021
Summary of the Proxy Statement/Prospectus
Sponsor Agreement, page 7
1. Please revise to
discuss the "certain anti-dilution rights set forth in Section 17 of MRAC's
amended and restated
memorandum and articles of association" that the Sponsor agreed to
waive.
Interests of MRAC's Directors and Executive Officers in the Business
Combination, page 12
2. We note the revised
disclosure in response to our prior comment 3. We note specifically
in the fourth bullet
that As of March 31, 2021, no amounts were incurred or accrued in
respect of such expense
reimbursement obligation. Please revise the fourth bullet under
Crane H. Kenney
FirstName LastNameCrane
Acquisition H. Kenney
Marquee Raine Corp.
Comapany
July NameMarquee Raine Acquisition Corp.
19, 2021
July 19,
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FirstName LastName
this heading (page 13) to quantify any amounts in light of the
disclosure in footnote 5 on
page 17, the disclosure under Administrative Support Agreement
referenced on page
197, and disclosures added in response to our prior comment 6, or
explain otherwise.
3. Please revise here and on page 124 to quantify the aggregate dollar
amount and describe
the nature of what the sponsor and its affiliates have at risk that
depends on completion of
a business combination. Include the current value of securities held,
loans extended, fees
due, and out-of-pocket expenses for which the sponsor and its
affiliates are awaiting
reimbursement. Provide similar disclosure for the company s officers
and directors, if
material.
Sources and Uses of Funds for the Business Combination, page 17
4. We note the revised disclosure in response to our prior comment 6.
Please revise footnote
5 to provide additional detail of the various expenses included in the
$50 million of
transaction expenses and specifically any related-party interests or
payments, including
any payments that will be made under the Administrative Support
Agreement.
Risk Factors, page 23
5. Disclose the material risks to unaffiliated investors presented by
taking the Company
public through a merger rather than an underwritten offering. These
risks could include
the absence of due diligence conducted by an underwriter that would be
subject to liability
for any material misstatements or omissions in a registration
statement.
Public shareholders who do not redeem their public shares will experience
immediate dilution,
page 57
6. We note the disclosure in response to our prior comment 1. Please
revise to provide
disclosure of the impact of all significant sources of dilution
including the convertible
loans and convertible preferred stock identified on pages 235 - 236
and F-81 - F-85.
We may redeem your unexpired warrants prior to their exercise at a time that is
disadvantageous
to you, page 61
7. Please revise to disclose the material risks to public warrant holders
arising from
differences between private and public warrants. Clarify whether
recent common stock
trading prices exceed the threshold that would allow the company to
redeem public
warrants. Clearly explain the steps, if any, the Company will take to
notify all
shareholders, including beneficial owners, regarding when the warrants
become eligible
for redemption.
Risks Related to Redemption, page 65
8. We note your response and revised disclosure in response to our prior
comment 9 and
reissue in part. Please revise your disclosure to show the potential
impact of redemptions
on the per share value of the shares owned by non-redeeming
shareholders by including a
Crane H. Kenney
FirstName LastNameCrane
Acquisition H. Kenney
Marquee Raine Corp.
Comapany
July NameMarquee Raine Acquisition Corp.
19, 2021
July 19,
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FirstName LastName
sensitivity analysis showing a range of redemption scenarios,
including minimum,
maximum and interim redemption levels.
U.S. Federal Income Tax Considerations, page 157
9. We note your response and revised disclosure in response to our prior
comment 14
including a tax opinion provided by Weil Gotshal & Manges LLP related
to the tax
treatment of the domestication as an F reorganization. We note,
however, that the Effects
of the Domestication to U.S. Holders section on page 158 appears to
contain other
material federal income tax consequences which are not covered by the
tax opinion but
should be. Please revise this section accordingly to reflect that it
is the opinion of counsel
and file a tax opinion that addresses the material federal income tax
consequences to
investors. For guidance, please refer to Section III of Staff Legal
Bulletin 19 dated
October 14, 2011.
MRAC's Management's Discussion and Analysis of Financial Condition and Results
of
Operations
Commitments and Contingencies
Underwriting Agreement, page 198
10. It appears that the deferred underwriters' commissions remain constant
and are not
adjusted based on redemptions. Revise your disclosure to disclose the
effective
underwriting fee on a percentage basis for shares at each redemption
level presented in
your sensitivity analysis related to dilution.
Letter from Ron Johnson, Enjoy Founder and Chief Executive Officer, page 202
11. We note the revised CEO Letter on page 202 in response to our prior
comment 19 and
reissue our comment in part. Please revise to include the amount of
the Company s losses
for 2019 and 2020 in order to balance the revenue and growth
projections.
General
12. In an appropriate place in your prospectus, please clarify if the
sponsor and its affiliates
can earn a positive rate of return on their investment, even if other
SPAC shareholders
experience a negative rate of return in the post-business combination
company.
13. In an appropriate place in your prospectus, please expand your
disclosure regarding the
sponsor s ownership interest in the target company. Disclose the
approximate dollar value
of the interest based on the transaction value and the recent trading
prices as compared to
the price paid.
14. In an appropriate place in your prospectus, please highlight the risk
that the sponsor will
benefit from the completion of a business combination and may be
incentivized to
complete an acquisition of a less favorable target company or on terms
less favorable to
shareholders rather than liquidate.
Crane H. Kenney
Marquee Raine Acquisition Corp.
July 19, 2021
Page 4
15. In an appropriate place in your prospectus, quantify the value of
warrants, based on recent
trading prices, that may be retained by redeeming stockholders assuming
maximum
redemptions and identify any material resulting risks.
You may contact Tony Watson at 202-551-3318 or Rufus Decker at
202-551-3769 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Stacey Peikin at 202-551-6223 or Jacqueline Kaufman at 202-551-3797
with any other
questions.
Sincerely,
FirstName LastNameCrane H. Kenney
Division of
Corporation Finance
Comapany NameMarquee Raine Acquisition Corp.
Office of Trade &
Services
July 19, 2021 Page 4
cc: Jackie Cohen
FirstName LastName