TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo August 5, 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. 2 to Registration Statement on Form S-4 Filed July 26, 2021 File No. 333-256147 Dear Mr. Kenney: We have reviewed your 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. Amendment No. 2 to Registration Statement on Form S-4 filed July 26, 2021 Ownership of New Enjoy following Business Combination, page 8 1. Please expand the disclosure here and elsewhere as applicable to include an interim redemption scenario and to show the potential impact of redemptions on the per share value of the shares owned by non-redeeming shareholders. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Crane H. Kenney Marquee Raine Acquisition Corp. August 5, 2021 Page 2 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 August 5, 2021 Page 2 cc: Jackie Cohen FirstName LastName