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 Solicitation
MRAC and
its directors and executive officers may, under SEC rules, be deemed participants in the solicitation of proxies from MRACs 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 MRACs 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 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 MRACs securities, (ii) the risk that the transaction may not be completed by MRACs 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 MRACs public shareholders and the receipt of certain governmental and regulatory approvals in MRACs 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 Enjoys 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
MRACs 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
Enjoys 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 Enjoys future business, (xvi) risks related to political and macroeconomic uncertainty, (xvii) the amount of redemption requests made by MRACs
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 MRACs Annual Report on Form 10-K, as amended, for the year ended
December 31, 2020, the proxy statement/prospectus on Form S-4 filed on May 14, 2021, those factors discussed in MRACs 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
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