ENJOY TECHNOLOGY, INC.
(FORMERLY KNOWN AS MARQUEE RAINE ACQUISITION CORP.)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to
reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Companys independent registered public accounting firm), prospective
target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
Merger Agreement
On April 28, 2021, the
Company entered into an Agreement and Plan of Merger (the Merger Agreement) with MRAC Merger Sub Corp., a wholly owned subsidiary of the Company (Merger Sub) and Enjoy Technology Operating Corp. (f/k/a Enjoy Technology Inc.),
a Delaware corporation (Legacy Enjoy). The Merger Agreement was subsequently amended on July 23, 2021 and September 13, 2021 and the domestication transactions contemplated by the Merger Agreement were completed on
October 14, 2021. As such, the Company, filed a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and filed a certificate of incorporation and a certificate of corporate
domestication with the Secretary of State of the State of Delaware, under which the Company was domesticated and continues as a Delaware corporation, changing its name to Enjoy Technology, Inc. (the Domestication). After the
Domestication, the Company is referred to as New Enjoy.
As a result of and upon the effective time of the Domestication, among other things,
(1) each then issued and outstanding Class A ordinary share, par value $0.0001 per share, of the Company (the MRAC Class A Ordinary Shares), converted automatically, on a one-for-one basis, into a share of common stock, par value $0.0001 per share, of New Enjoy (the New Enjoy Common Stock); (2) each then issued and outstanding Class B ordinary share, par value
$0.0001 per share, of the Company (the MRAC Class B Ordinary Shares) converted automatically, on a one-for-one basis, into a share of New Enjoy Common
Stock; (3) each then issued and outstanding warrant of the Company (the MRAC Warrants) converted automatically into a warrant to acquire one share of New Enjoy Common Stock (the New Enjoy Warrants) pursuant to the
Warrant Agreement, dated December 17, 2020, between the Company and Continental Stock Transfer & Trust Company (Continental), as warrant agent; and (4) each then issued and outstanding unit of the Company (the
MRAC Units) was separated and converted automatically into one share of New Enjoy Common Stock and one-fourth of one New Enjoy Warrant. No fractional shares were issued upon exercise of the New
Enjoy Warrants.
On October 15, 2021 (the Closing Date), as contemplated by the Merger Agreement, New Enjoy consummated the merger
transaction contemplated by the Merger Agreement, following approval at an extraordinary general meeting of the shareholders of the Company held on October 13, 2021 (the Special Meeting), whereby Merger Sub merged with and into
Legacy Enjoy, the separate corporate existence of Merger Sub ceasing and Legacy Enjoy being the surviving corporation and a wholly owned subsidiary of New Enjoy (the Merger and, together with the Domestication, the Business
Combination).
Immediately prior to the effective time of the Merger, (1) each share of Legacy Enjoys (a) Series A preferred stock,
par value $0.00001 per share, (b) Series B preferred stock, par value $0.00001 per share, and (c) Series C preferred stock, par value $0.00001 per share (collectively, the Legacy Enjoy Preferred Stock), converted into one share
of common stock, par value $0.00001 per share, of Legacy Enjoy (the Legacy Enjoy Common Stock and, together with Legacy Enjoy Preferred Stock, the Legacy Enjoy Capital Stock) (such conversion, the Legacy Enjoy Preferred
Conversion) and (2) all of the outstanding warrants to purchase shares of Legacy Enjoy Capital Stock were exercised in full, with the exception of the warrant to purchase 336,304 shares of Legacy Enjoy Preferred Stock held by TriplePoint
Venture Growth BDC Corporation, which was converted into a warrant to purchase 115,875 shares of New Enjoy Common Stock at an exercise price of $6.90 per share (TriplePoint Warrant).
In connection with the execution of the Merger Agreement, the Company entered into subscription agreements (the Subscription Agreements) with
certain investors (collectively, the PIPE Investors) pursuant to which the PIPE Investors agreed to purchase, in the aggregate, approximately 8 million shares of New Enjoy Common Stock at $10.00 per share for an aggregate commitment
amount of approximately $80 million (the PIPE Investment). Pursuant to the Subscription Agreements, New Enjoy agreed to provide the PIPE Investors with certain registration rights with respect to the shares purchased as part of the
PIPE Investment. The PIPE Investment was consummated substantially concurrently with the closing of the Business Combination (the Closing).
On the Closing Date, certain investors (the Backstop Investors) purchased, in the aggregate, 5,500,906 shares of New Enjoy Common Stock (the
Backstop Shares), for a purchase price of $10.00 per share and an aggregate purchase price of approximately $55,009,060, pursuant to the backstop agreements, dated September 13, 2021 (the Backstop Agreements). Pursuant
to the Backstop Agreements, New Enjoy agreed to provide certain registration rights to the Backstop Investors with respect to the Backstop Shares.
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