QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
(Address Of Principal Executive Offices) |
(Zip Code) |
Title of each class |
Trading Symbols |
Name of each exchange on which registered | ||
one-fourth of one redeemable warrant |
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Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
June 30, 2021 |
December 31, 2020 |
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(Unaudited) |
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Assets |
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Current assets: |
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Cash |
$ | $ | ||||||
Prepaid expenses |
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Total current assets |
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Cash held in Trust Account |
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Total Assets |
$ |
$ |
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Liabilities and Shareholders’ Equity |
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Current liabilities: |
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Accounts payable |
$ | $ | ||||||
Accrued expenses |
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Total current liabilities |
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Deferred legal fees |
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Deferred underwriting commissions |
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Derivative warrant liabilities |
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Total liabilities |
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Commitments and Contingencies |
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Class A ordinary shares, $ |
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Shareholders’ Equity |
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Preference shares, $ |
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Class A ordinary shares, $ |
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Class B ordinary shares, $ |
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Additional paid-in capital |
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Accumulated deficit |
( |
) | ( |
) | ||||
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Total shareholders’ equity |
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Total Liabilities and Shareholders’ Equity |
$ |
$ |
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For The Three Months Ended June 30, 2021 |
For The Six Months Ended June 30, 2021 |
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General and administrative expenses |
$ | $ | ||||||
Loss from operations |
( |
) | ( |
) | ||||
Other income / (expense) |
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Change in fair value of derivative warrant liabilities |
( |
) | ||||||
Net income (loss) |
$ | ( |
) | $ | ||||
Weighted average Class A ordinary shares outstanding, basic and diluted |
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Basic and diluted net income per ordinary share, Class A |
$ | $ | ||||||
Weighted average Class B ordinary shares outstanding, basic and diluted |
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Basic and diluted net income (loss) per ordinary share, Class B |
$ | ( |
) | $ | ||||
Ordinary Shares |
Total |
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Class A |
Class B |
Additional Paid-in |
Accumulated |
Shareholders’ |
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Shares |
Amount |
Shares |
Amount |
Capital |
Deficit |
Equity |
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Balance - December 31, 2020 |
$ |
$ |
$ |
$ |
( |
) |
$ |
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Offering costs |
— | — | — | — | ( |
) | — | ( |
) | |||||||||||||||||||
Shares subject to possible redemption |
( |
) | ( |
) | — | — | ( |
) | — | ( |
) | |||||||||||||||||
Net income |
— | — | — | — | — | |||||||||||||||||||||||
Balance - March 31, 2021 (Unaudited) |
( |
) |
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Offering costs |
— |
— |
— |
— |
( |
) | — |
( |
) | |||||||||||||||||||
Shares subject to possible redemption |
— |
— |
— |
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Net loss |
— |
— |
— |
— |
— |
( |
) | ( |
) | |||||||||||||||||||
Balance - June 30, 2021 (Unaudited) |
$ |
$ |
$ |
$ |
( |
) |
$ |
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Cash Flows from Operating Activities: |
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Net income |
$ | |||
Adjustment to reconcile net income to net cash used in operating activities: |
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Change in fair value of derivative warrant liabilities |
( |
) | ||
Changes in operating assets and liabilities: |
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Prepaid expenses |
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Accounts payable |
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Accrued expenses |
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Net cash used in operating activities |
( |
) | ||
Cash Flows from Financing Activities: |
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Offering costs paid |
( |
) | ||
Net cash used in financing activities |
( |
) | ||
Net change in cash |
( |
) | ||
Cash - beginning of the period |
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Cash - end of the period |
$ |
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Supplemental disclosure of noncash financing activities: |
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Deferred legal fees |
$ | |||
Change in initial value of Class A ordinary shares subject to possible redemption |
$ |
• | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
• | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
• | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
For The Three Months Ended June 30, 2021 |
For The Six Months Ended June 30, 2021 |
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Class A Ordinary shares subject to possible redemption |
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Numerator: Earnings allocable to Ordinary shares subject to possible redemption |
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Income from investments held in Trust Account |
$ | $ | ||||||
Less: Company’s portion available to be withdrawn to pay taxes |
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Net income attributable |
$ |
$ |
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Denominator: Weighted average Class A ordinary shares subject to possible redemption |
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Basic and diluted weighted average shares outstanding |
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Basic and diluted net income per share |
$ |
$ |
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Non-Redeemable Ordinary Shares |
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Numerator: Net Income (Loss) minus Net Earnings |
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Net income (loss) |
$ | ( |
) | $ | ||||
Net income allocable to Class A ordinary shares subject to possible redemption |
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Non-redeemable |
$ |
( |
) |
$ |
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Denominator: W eighted average Non-redeemable ordinary shares |
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Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares |
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Basic and diluted net loss per share, Non-redeemable ordinary shares |
$ |
( |
) |
$ |
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• | in whole and not in part; |
• | at a price of $ |
• | upon a minimum of |
• | if, and only if, the last reported sale price of Class A Ordinary Shares for any |
• | in whole and not in part; |
• | at $ provided |
• | if, and only if, the Reference Value equals or exceeds $ |
• | if the Reference Value is less than $ |
Description |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
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Liabilities: |
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Derivative warrant liabilities - Public |
$ | $ | $ | |
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Derivative warrant liabilities - Private |
$ | $ | $ |
Description |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
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Liabilities: |
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Derivative warrant liabilities - Public |
$ | $ | $ | |||||||||
Derivative warrant liabilities - Private |
$ | $ | $ |
Level 3 - Derivative warrant liabilities at December 31, 2020 |
$ | |||
Change in fair value of derivative warrant liabilities |
( |
) | ||
Transfer of Public Warrants out of level 3 |
( |
) | ||
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|
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Level 3 - Derivative warrant liabilities at March 31, 2021 |
$ | |||
Transfer of Private Warrants out of level 3 |
( |
) | ||
|
|
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Level 3 - Derivative warrant liabilities at June 30, 2021 |
$ | |||
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• | the risk that the conditions to closing of the Proposed Business Combination are not satisfied or waived in a timely manner and delay the closing of the Proposed Business Combination; |
• | potential legal proceedings may be instituted against us in connection with the Proposed Business Combination that may delay the closing of the Proposed Business Combination, make it more costly or ultimately preclude it; |
• | changes in applicable laws or regulations; |
• | our ability to recognize the anticipated benefits of the Proposed Business Combination; |
• | the amount of costs related to the Proposed Business Combination; or |
• | the possibility that Enjoy’s business may be adversely affected by other economic, business, and/or competitive factors. |
• | we have incurred significant costs, expenses and fees for professional services and other transaction costs in connection with the Proposed Business Combination; |
• | negative reactions from the financial markets, including negative impacts in the price of our Class A ordinary shares due to the fact that current prices may reflect a market assumption that the Proposed Business Combination will be completed; and |
• | our management may not have been able to take certain actions during the pendency of the Proposed Business Combination. |
• | results of operations that vary from the expectations of securities analysts and investors; |
• | the public’s reaction to our press releases or other public announcements or third parties, including our filings with the SEC; |
• | speculation in the press or investment community; |
• | changes in general economic or market conditions or trends in Enjoy’s industry or markets; |
• | changes in business or regulatory conditions, including new laws or regulations or new interpretations of existing laws or regulations applicable to Enjoy’s business; |
• | investor perceptions or the investment opportunity associated with our Class A Ordinary Shares relative to other investment alternatives; |
• | the volume of shares of our ordinary shares available for public sale; and |
• | general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations, and acts of war or terrorism or responses to those events. |
* |
These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. |
Dated: August 16, 2021 | MARQUEE RAINE ACQUISITION CORP. | |||||||
By: | /s/ Crane H. Kenney | |||||||
Name: | Crane H. Kenney | |||||||
Title: | Co-Chief Executive Officer |