Item 1.01
|
Entry Into A Material Definitive Agreement.
|
Merger Agreement
Marquee Raine
Acquisition Corp. is a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one
or more businesses or entities (MRAC). On April 28, 2021, 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
The Merger Agreement provides that, among other things and upon the terms and subject to the conditions thereof, the following
transactions will occur (together with the other transactions contemplated by the Merger Agreement, including the Domestication (as defined below), the Business Combination):
(i) at the closing of the Business Combination (the Closing), in accordance with the Delaware General Corporation Law, as
amended (DGCL), Merger Sub will merge with and into Enjoy, the separate corporate existence of Merger Sub will cease and Enjoy will be the surviving corporation and a wholly owned subsidiary of MRAC (the
Merger);
(ii) as a result of the Merger, among other things, each outstanding share of common stock of Enjoy (other
than shares subject to Enjoy equity awards, treasury shares and dissenting shares) will be cancelled in exchange for the right to receive a number of shares of New Enjoy Common Stock (as defined below) equal to (x) the sum of (i) the Base
Purchase Price (as defined below), plus (ii) the aggregate exercise price of each outstanding option to purchase common stock of Enjoy, plus (iii) the aggregate exercise price of each outstanding warrant of Enjoy, divided
by (y) the aggregate number of shares of Enjoy common stock that are outstanding on a fully diluted basis as of immediately prior to closing, determined in accordance with the terms of the Merger Agreement, divided by (z) $10.00. The
Base Purchase Price means the sum of (a) $1,028,738,000, plus (b) 125% of the aggregate amount actually funded prior to the Closing in connection with an Excluded Financing (as defined below), up to a maximum aggregate
amount equal to $60 million, plus (c) the aggregate amount actually funded prior to the Closing in connection with an Excluded Financing (to the extent in excess of the amounts set forth in clause (b) above), up to a maximum
aggregate amount equal to $15 million.
The Board of Directors of MRAC (the Board) has unanimously
(i) approved and declared advisable the Merger Agreement and the Business Combination and (ii) resolved to recommend approval of the Merger Agreement and related matters by the shareholders of MRAC.
The Domestication
Prior to the
Closing, subject to the approval of MRACs shareholders, and in accordance with the DGCL, Cayman Islands Companies Law (2020 Revision) (the CICL) and MRACs Amended and Restated Memorandum and Articles of Association (as
may be amended from time to time, the Cayman Constitutional Documents), MRAC will effect a deregistration under the CICL and a domestication under Section 388 of the DGCL (by means of filing a certificate of domestication
(the Certificate of Domestication) with the Secretary of State of Delaware), pursuant to which MRACs jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware (the
Domestication). In connection with the Domestication, MRAC, as the continuing entity in the Domestication, will be renamed Enjoy Technology, Inc. As used herein, New Enjoy refers to MRAC after the
Domestication, including after such change of name.
In connection with the Domestication, (i) each of the then issued and
outstanding Class A ordinary shares, par value $0.0001 per share, of MRAC (the MRAC Class A Ordinary Shares), will convert automatically, on a
one-for-one basis, into a share of common stock, par value $0.0001 per share of New Enjoy (after its Domestication) (the New Enjoy Common Stock), (ii)
each of the then issued and outstanding Class B ordinary shares, par value $0.0001 per share, of MRAC (the MRAC Class B Ordinary Shares), will convert automatically, on a one-for-one basis, into a share of New Enjoy Common Stock, (iii) each then issued and outstanding warrant of MRAC will convert automatically into a warrant to acquire one share of New Enjoy Common Stock
(New Enjoy Warrant), pursuant to the Warrant Agreement, dated December 17, 2020, between MRAC and Continental Stock Transfer & Trust Company, as warrant agent, and (iv) each then issued and outstanding unit of
MRAC will separate and convert automatically into one share of New Enjoy Common Stock and one-fourth of one New Enjoy Warrant.
1