Delaware |
5731 |
98-1566891 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
Rachel Proffitt David Peinsipp David Ambler Cooley LLP 3 Embarcadero Center, 20 th FloorSan Francisco, CA 94111 (415) 693-2000 |
Tiffany Meriweather Chief Legal Officer Enjoy Technology, Inc. 3240 Hillview Avenue Palo Alto, California 94304 1-(888) 463-6569 |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
Emerging growth company |
| ||||||||
Title of each class of securities to be registered |
Amount to be registered (1)(2) |
Proposed maximum offering price per share security |
Proposed maximum aggregate offering price |
Amount of registration fee | ||||
Primary Offering |
||||||||
Common Stock, $0.0001 par value per share. |
15,660,417 (3) |
$10.65 (6) |
$166,783,441 (7) |
$15,461 (6) | ||||
Secondary Offering |
||||||||
Common Stock, $0.0001 par value per share |
89,627,117 (4) |
$10.65 (6) |
$948,679,784 (7) |
$87,943 (6) | ||||
Warrants |
6,316,667 (5) |
— |
— |
— (7) | ||||
Total |
$1,115,463,225 |
$103,404 | ||||||
| ||||||||
|
(1) |
Immediately prior to the consummation of the Merger described in the prospectus forming part of this registration statement (the “prospectus”), Marquee Raine Acquisition Corp., a Cayman Islands exempted company (“MRAC”), effected a deregistration under the Cayman Islands Companies Law (2020 Revision) and a domestication under Section 388 of the Delaware General Corporation Law, pursuant to which MRAC’s jurisdiction of incorporation was changed from the Cayman Islands to the State of Delaware (the “Domestication”), and was renamed “Enjoy Technology, Inc.” (“New Enjoy”), as further described in the prospectus. All securities being registered were or will be issued by New Enjoy. |
(2) |
Pursuant to Rule 416(a) of the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
(3) |
Consists of (i) 6,316,667 shares of Common Stock issuable upon the exercise of 6,316,667 Private Placement Warrants (as defined below) and (ii) 9,343,750 shares of Common Stock issuable upon the exercise of 9,343,750 Public Warrants (as defined below) included in the publicly sold units to purchase Common Stock, in each case at an exercise price of $11.50 per share. |
(4) |
Consists of (i) up to 89,627,117 shares of Common Stock, consisting of (a) up to 8,000,000 PIPE Shares (as defined below), (b) up to 9,343,750 sponsor shares (including 2,201,250 Sponsor Earnout Shares (as defined below)), (c) up to 6,316,667 shares of Common Stock issuable upon the exercise of the Private Placement Warrants, (d) 5,500,906 shares of Common Stock issued pursuant to the Backstop Agreement (as defined below), (e) 450,000 shares of Common Stock issued pursuant to the Equity Fee Agreement (as defined below) and (f) up to 60,015,794 shares of Common Stock pursuant to the Registration Rights Agreement (as defined below). |
(5) |
Represents the resale of 6,316,667 Private Placement Warrants, which were originally issued on |
(6) |
Estimated pursuant to Rule 457(c) under the Securities Act and solely for the purpose of calculating the registration fee based on the average of the high and low prices of the shares of Common Stock on the Nasdaq Capital Market (“Nasdaq”) on October 27, 2021. |
(7) |
In accordance with Rule 457(i), the entire registration fee for the Warrants is allocated to the shares of Common Stock underlying the Warrants, and no separate fee is payable for the Warrants. |
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F-1 | ||||
I-1 |
• | “2021 Plan” are to the 2021 Equity Incentive Plan of the Company; |
• | “Backstop Agreements” are to the subscription agreements entered into with MRAC pursuant to which the subscribers signatory thereto have agreed to purchase shares of Common Stock in a private placement as part of the PIPE Investment in the event of redemptions, if any, in excess of 26,375,000 MRAC Class A ordinary shares; |
• | “Backstop Investment” are to the purchase of shares of Common Stock pursuant to the Backstop Agreements; |
• | “Backstop Investment Amount” are to the aggregate gross purchase price, if any, received by the Company prior to or substantially concurrently with the Closing in respect of in the Backstop Investment; |
• | “Backstop Investors” are to ET2 Investment LLC and Ron Johnson; |
• | “Business Combination” are to the Domestication together with the Merger; |
• | “Bylaws” are to Amended and Restated Bylaws of the Company; |
• | “Cayman Islands Companies Act” are to the Cayman Islands Companies Act (2020 Revision) of the Cayman Islands as the same may be amended; |
• | “Certificate of Incorporation” are to the Certificate of Incorporation of the Company dated October 14, 2021; |
• | “Closing” are to the closing of the Business Combination |
• | “Closing Date” are to October 15, 2021, the date on which the Closing occurred; |
• | “Company,” “we,” “us” and “our” are to MRAC prior to the Business Combination and to New Enjoy after the Business Combination; |
• | “Common Stock” are to shares of our common stock, par value $0.0001 per share; |
• | “Continental” are to Continental Stock Transfer & Trust Company; |
• | “Customers” or “Business Partners” are to companies with which Enjoy has contractual partnerships, commercial relationships, and/or authorized dealer agreements. Our current commercial relationships are with AT&T in the United States, BT Group, including EE, in the United Kingdom, Rogers communications in Canada, and Apple in select cities of the United States; |
• | “Consumers” are to Business Partners’ customers; |
• | “DGCL” are to the General Corporation Law of the State of Delaware; |
• | “Domestication” are to MRAC changing its jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and domesticating as a corporation formed under the laws of the State of Delaware. In connection with the domestication, MRAC changed its name to “Enjoy Technology, Inc.”; |
• | “Enjoy” are to Private Enjoy or New Enjoy, as context requires; |
• | “ESPP” are to the 2021 Employee Stock Purchase Plan of the Company; |
• | “Equity Fee Agreement” are to that certain agreement by and between the Company and Credit Suisse Securities (USA) LLC (“CS”) whereby the Company agreed to issue CS 450,000 shares of Common Stock as partial payment of the aggregate fee payable to CS in connection with the services provided by CS in connection with the Business Combination, with the remaining amount of the aggregate fee payable in cash; |
• | “Exchange Act” are to the Securities Exchange Act of 1934, as amended; |
• | “Experts” are to Enjoy employees who provide the Enjoy experience to Consumers. For the avoidance of doubt, Experts do not refer to the independent registered public accounting firms referred to elsewhere in this prospectus; |
• | “GAAP” are to accounting principles generally accepted in the United States; |
• | “IPO” are to MRAC’s initial public offering, which was consummated on December 17, 2020; |
• | “IRS” are to the United States Internal Revenue Service; |
• | “JOBS Act” are to the Jumpstart Our Business Startups Act of 2012; |
• | “Merger” are to the merger of Merger Sub with and into Private Enjoy, with Private Enjoy surviving as a wholly owned subsidiary of the Company; |
• | “Merger Agreement” are to the Agreement and Plan of Merger and Reorganization, dated as of April 28, 2021, and amended on July 23, 2021 and September 13, 2021, by and among MRAC, Merger Sub and Private Enjoy; |
• | “Merger Sub” are to MRAC Merger Sub Corp., a Delaware corporation and subsidiary of MRAC; |
• | “Mobile Store” are to Enjoy’s new channel of eCommerce that pairs the convenience of online shopping with the personal touch of an in-store retail experience brought together in the comfort of Consumers’ homes; |
• | “MRAC” are to Marquee Raine Acquisition Corp., a Cayman Islands exempted company, prior to the Domestication; |
• | “MRAC Class A ordinary shares” are to MRAC’s Class A ordinary shares, par value $0.0001 per share; |
• | “MRAC Class B ordinary shares” are to MRAC’s Class B ordinary shares, par value $0.0001 per share; |
• | “MRAC Units” are to each issued and outstanding unit of MRAC prior to the Business Combination; |
• | “MRAC Warrants” are to the Public Warrants and the Private Placement Warrants; |
• | “Nasdaq” are to the Nasdaq Capital Market; |
• | “New Enjoy” are to the Enjoy Technology, Inc.; |
• | “NPS” are to the Net Promoter Score; |
• | “ordinary shares” are to the MRAC Class A ordinary shares and the MRAC Class B ordinary shares, collectively; |
• | “Organizational Documents” are to the Certificate of Incorporation and the Bylaws; |
• | “Person” are to any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint venture, joint stock company, governmental authority or instrumentality or other entity of any kind; |
• | “PIPE Investment” are to that certain private placement in the aggregate amount of $80 million, consummated substantially concurrently with the Closing, pursuant to those certain subscription agreements with MRAC, and subject to the conditions set forth therein, pursuant to which the subscribers purchased 8 million shares of Common Stock at a purchase price of $10.00 per share; |
• | “PIPE Investment Amount” are to the aggregate gross purchase price received by MRAC prior to or substantially concurrently with Closing for the shares in the PIPE Investment; |
• | “PIPE Investors” are to those certain investors participating in the PIPE Investment pursuant to the Subscription Agreements; |
• | “PIPE Shares” are to the 8,000,000 shares of Common Stock issued to the subscribers in the PIPE Financing; |
• | “Private Enjoy” are to Enjoy Technology Operating Corp. (f/k/a Enjoy Technology Inc.), which became the wholly owned subsidiary of the Company after the Business Combination; |
• | “Private Enjoy Awards” are to Private Enjoy Options or Private Enjoy Restricted Stock Awards; |
• | “Private Enjoy Capital Stock” are to shares of the Private Enjoy Common Stock and the Private Enjoy Preferred Stock; |
• | “Private Enjoy Common Stock” are to shares of Enjoy common stock, par value $0.00001 per share; |
• | “Private Enjoy Common Warrants” are to warrants to purchase Private Enjoy Common Stock; |
• | “Private Enjoy Convertible Notes” are to the issued and outstanding convertible notes issued by Private Enjoy; |
• | “Private Enjoy Note Conversion” are to the conversion of all issued and outstanding convertible notes issued by Private Enjoy into shares of Common Stock and Enjoy Technology Preferred Stock in accordance with the terms of the applicable note purchase agreements; |
• | “Private Enjoy Options” are to options to purchase shares of Private Enjoy Common Stock; |
• | “Private Enjoy Preferred Conversion” are to the conversion of each share of Private Enjoy Preferred Stock into one share of Common Stock; |
• | “Private Enjoy Preferred Stock” are to shares of the Private Enjoy Series Seed Preferred Stock, the Series A Preferred Stock, the Series B Preferred Stock and the Series C preferred Stock (each as defined below); |
• | “Private Enjoy Preferred Warrants” are to the warrants to purchase shares of Private Enjoy Series B preferred stock; |
• | “Private Enjoy Restricted Stock Awards” are to awards of restricted shares of Private Enjoy Common Stock; |
• | “Private Enjoy Series A Preferred Stock” are to shares of Private Enjoy Series A preferred stock, par value $0.00001 per share; |
• | “Private Enjoy Series B Preferred Stock” are to shares of Private Enjoy Series B preferred stock, par value $0.00001 per share; |
• | “Private Enjoy Series C Preferred Stock” are to shares of Private Enjoy Series C preferred stock, par value $0.00001 per share; |
• | “Private Enjoy Series Seed Preferred Stock” are to shares of Private Enjoy Series Seed preferred stock, par value $0.00001; |
• | “Private Enjoy Stockholders” are to the stockholders of Private Enjoy immediately prior to the consummation of the Business Combination; |
• | “Private Enjoy Warrant Settlement” are to the exercise of certain Private Enjoy Warrants in full on a cash or cashless basis in accordance with their respective terms; |
• | “Private Enjoy Warrants” are to the Private Enjoy Common Warrants together with the Enjoy Preferred Warrants; |
• | “Private Enjoy Restricted Stock Awards” are to restricted shares of Enjoy Common Stock; |
• | “Private Enjoy RSUs” are to restricted stock units based on shares of Private Enjoy Common Stock; |
• | “Private Enjoy Stockholders” are to the stockholders of Private Enjoy and holders of Private Enjoy Awards prior to the Business Combination; |
• | “Private Placement Warrants” or “Private Warrants” are to warrants to purchase one (1) MRAC Class A ordinary share at an exercise of $11.50 per warrant, which were issued to the Sponsor in connection with MRAC’s IPO; |
• | “pro forma” are to giving pro forma effect to the Business Combination; |
• | “public shareholders” are to holders of public shares, whether acquired in MRAC’s IPO or acquired in the secondary market; |
• | “public shares” are to the MRAC Class A ordinary shares (including those that underlie the units) that were offered and sold by MRAC in its IPO and registered pursuant to the IPO registration statement or the shares of our common stock issued as a matter of law upon the conversion thereof at the time of the Domestication, as context requires; |
• | “Public Warrants” are to the redeemable warrants (including those that underlie the units) that were offered and sold by MRAC in its IPO and registered pursuant to the IPO registration statement or the redeemable warrants of New Enjoy issued as a matter of law upon the conversion thereof at the time of the Domestication, as context requires; |
• | “redemption” are to each redemption of public shares for cash pursuant to the Cayman Constitutional Documents and the Organizational Documents; |
• | “Registration Rights Agreement” are to the Amended and Restated Registration Rights Agreement entered into at the Closing, by and among New Enjoy, Sponsor, the independent directors of MRAC, certain shareholders of Private Enjoy and certain of their respective affiliates; |
• | “Sarbanes Oxley Act” are to the Sarbanes-Oxley Act of 2002; |
• | “SEC” are to the United States Securities and Exchange Commission; |
• | “Securities Act” are to the Securities Act of 1933, as amended; |
• | “Sponsor” are to Marquee Raine Acquisition Sponsor LP, a Cayman Islands exempted limited partnership; |
• | “Sponsor Earnout Shares” are to the 2,201,250 sponsor shares that are subject to forfeiture unless the volume-weighted average closing price of New Enjoy Common Stock equals or exceeds $15.00 on 20 out of 30 consecutive trading days after consummation of the Business Combination and on or prior to the fifth (5th) anniversary of the Closing (or a change of control occurs with respect to Enjoy at or above such share price during such period); |
• | “sponsor shares” are to the MRAC Class B ordinary shares initially purchased by the Sponsor in a private placement prior to the IPO and the Common Stock that were issued upon the automatic conversion of the MRAC Class B ordinary shares at the time of the Business Combination; |
• | “Subscription Agreements” are to the subscription agreements pursuant to which the PIPE Investment has been consummated; |
• | “trust account” are to the trust account established at the consummation of MRAC’s IPO and maintained by Continental, acting as trustee; |
• | “Trust Agreement” are to the Investment Management Trust Agreement, dated December 17, 2020, by and between MRAC and Continental, as trustee; and |
• | “Warrants” are to Private Placement Warrants and Public Warrants. |
• | factors relating to our business, operations and financial performance, including: |
• | our projected financial information, anticipated growth rate, and market opportunity; |
• | the impact of the regulatory environment and complexities with compliance related to such environment; |
• | the impact of the COVID-19 pandemic; |
• | our ability to evaluate future prospects of our strategy for delivering products and services; |
• | our ability to develop and maintain an effective system of internal controls over financial reporting; |
• | our ability to grow market share in our existing markets or any new markets we may enter; |
• | our ability to respond to general economic conditions; |
• | the impact of economic downturns and other macroeconomic conditions or trends; |
• | the impact of consumer discretionary spending; |
• | the health of the mobile retail industry; |
• | risks associated with our assets and increased competition in the global mobile retail market; |
• | our ability to manage our growth effectively; |
• | our ability to achieve and maintain profitability in the future; |
• | our ability to maintain existing commercial relationships and successfully enter into new commercial relationships; |
• | our ability to access sources of capital, including debt financing and securitization funding to finance our leased warehouses and inventories and other sources of capital to finance operations and growth; |
• | our ability to maintain and enhance our products and brand, and to attract Consumers; |
• | our ability to maintain or enhance current Customer and Consumer satisfaction and trust levels; |
• | our ability to manage, develop and refine our technology platform, including our Mobile Store; |
• | our ability to recruit and maintain experienced and highly-skilled Experts; |
• | the success of strategic relationships with third parties; and |
• | other factors detailed under the section entitled “ Risk Factors |
• | The COVID-19 pandemic may continue to impact our key metrics and results of operations. |
• | We have a limited operating history with a new model and strategy in an evolving industry and we may fail to achieve the market acceptance necessary for success. |
• | A number of factors may cause our results of operations to fluctuate. |
• | We rely on consumer discretionary spending. |
• | The loss of key senior management personnel could harm our business. |
• | If the mobile retail store market does not continue to grow our results of operations could be adversely affected. |
• | Risks associated with our commercial relationships could adversely affect our financial performance, reputation and commercial relationships. |
• | We rely on third-party background check providers. |
• | We identified material weaknesses in our internal control over financial reporting. |
• | We may face difficulties as we expand our operations into new local markets. |
• | Our global operations involve additional risks. |
• | Two of our Business Partners account for a significant portion of our revenue. |
• | Our operating results are subject to the seasonal nature of consumer behavior patterns. |
• | Our business will require significant amounts of capital to sustain operations. |
• | Our warrants are accounted for as liabilities. |
• | Future issuances of debt securities and equity securities may adversely affect us, our Common Stock and may be dilutive to existing stockholders. |
• | Our failure to meet the continued listing requirements of Nasdaq. |
• | Our Warrants may be out of the money at the time they become exercisable and they may expire worthless. |
• | With the approval by the holders of at least 50% of the then-outstanding Public Warrants, we may amend the terms of the Warrants in a manner that may be adverse to holders. |
• | We may issue additional shares of Common Stock or other equity securities without your approval, which would dilute your ownership interests and may depress the market price of the Common Stock. |
Issuer | Enjoy Technology, Inc. (formerly known as Marquee Raine Acquisition Corp.) | |
Issuance of Common Stock |
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Shares of Common Stock Offered by us | 15,660,417 shares of Common Stock, including shares of Common Stock issuable upon exercise of the Warrants, consisting of (i) 6,316,667 shares of Common Stock that are issuable upon the exercise of 6,316,667 Private Placement Warrants by the holders thereof, and (ii) 9,343,750 shares of Common Stock that are issuable upon the exercise of 9,343,750 Public Warrants by the holders thereof. | |
Shares of Common Stock Outstanding Prior to Exercise of All Warrants |
119,171,866 shares (as of October 15, 2021) | |
Shares of Common Stock Outstanding Assuming Exercise of All Warrants |
15,660,417 shares (based on total shares outstanding as of October 15, 2021) | |
Exercise Price of Warrants | $11.50 per share, subject to adjustment as described herein. | |
Use of Proceeds | We will receive up to an aggregate of approximately $180.1 million from the exercise of the Warrants, assuming the exercise in full of all of the Warrants for cash. We expect to use the net proceeds from the exercise of the Warrants for general corporate purposes. See the section entitled “ Use of Proceeds | |
Resale of Common Stock and Warrants |
||
Shares of Common Stock Offered by the Selling Securityholders |
We are registering the resale by the selling securityholders named in this prospectus, or their permitted transferees, and aggregate of 89,627,117 shares of Common Stock, consisting of: • up to 8,000,000 PIPE Shares; • up to 9,343,750 sponsor shares (including 2,201,250 Sponsor Earnout Shares); • up to 6,316,667 shares of Common Stock issuable upon the exercise of the Private Placement Warrants; • 5,500,906 shares of Common Stock issued pursuant to the Backstop Agreement; • 450,000 shares of Common Stock issued pursuant to the Equity Fee Agreement; and |
• up to 60,015,794 shares of Common Stock pursuant to the Registration Rights Agreement In addition, we are registering 9,343,750 shares of Common Stock issuable upon exercise of the Public Warrants that were previously registered. | ||
Warrants Offered by the Selling Securityholders |
6,316,667 Private Placement Warrants | |
Redemption | The Warrants are redeemable in certain circumstances. See the section entitled “ Description of our Securities — Warrants | |
Use of Proceeds | We will not receive any proceeds from the sale of shares of Common Stock or Warrants by the Selling Securityholders. | |
Lock-Up Restrictions |
Certain of our stockholders are subject to certain restrictions on transfer until the termination of applicable lock-up periods. See the section entitled “Certain Relationships and Related Party Transactions | |
Market for Common Stock and Warrants |
Our Common Stock and Public Warrants are currently traded on the Nasdaq under the symbols “ENJY” and “ENJYW,” respectively. | |
Risk Factors | See the section entitled “ Risk Factors |
• | accurately forecast our revenue and plan our operating expenses; |
• | increase the number of and maintain existing multi-year contractual relationships with leading telecommunications and technology companies; |
• | increase the number of and retain existing Consumers and Experts that service Consumers; |
• | successfully compete with current and future competitors; |
• | successfully expand our business in existing markets and enter new markets and geographies; |
• | anticipate and respond to macroeconomic changes and changes in the markets in which we operate; |
• | maintain and enhance the value of our reputation and brand; |
• | adapt to rapidly evolving trends in the ways consumers interact with technology; |
• | avoid interruptions or disruptions in our services; |
• | develop a scalable, high-performance infrastructure that can efficiently and reliably handle increased demand, as well as the deployment of new features and services; |
• | hire, integrate, and retain talented technology, sales, customer service, and other personnel; |
• | effectively manage rapid growth in our personnel and operations; and |
• | effectively manage our costs related to Experts. |
• | We did not design and maintain an effective control environment commensurate with our financial reporting requirements. Specifically, we lacked a sufficient number of professionals with (i) an appropriate level of accounting knowledge, training and experience to appropriately analyze, record and disclose accounting matters timely and accurately, and (ii) an appropriate level of knowledge and experience to establish effective processes and controls. Additionally, the lack of a sufficient number of professionals resulted in an inability to consistently establish appropriate authorities and responsibilities in pursuit of our financial reporting objectives, as demonstrated by, among other things, insufficient segregation of duties in our finance and accounting functions. |
• | We did not design and maintain effective controls in response to the risks of material misstatement. Specifically, changes to existing controls or the implementation of new controls were not sufficient to respond to changes to the risks of material misstatement to financial reporting. |
• | We did not design and maintain effective controls over the segregation of duties related to journal entries and account reconciliations. Specifically, certain personnel have the ability to both (i) create and post journal entries within our general ledger system and (ii) prepare and review account reconciliations. |
• | We did not design and maintain effective controls over information technology (“IT”) general controls for information systems that are relevant to the preparation of the financial statements. Specifically, we did not design and maintain: (i) program change management controls for all financial systems to ensure that information technology program and data changes affecting financial IT applications and underlying accounting records are identified, tested, authorized and implemented appropriately; (ii) user access controls to ensure appropriate segregation of duties and that adequately restrict user and privileged access to financial applications and data to appropriate personnel; (iii) computer operations controls to ensure that critical batch jobs are monitored, and data backups are authorized and monitored; and (iv) testing and approval controls for program development to ensure that new software |
development is aligned with business and IT requirements. These IT deficiencies did not result in a misstatement to the financial statements, however, the deficiencies, when aggregated, could impact our ability to maintain effective segregation of duties, as well as the effectiveness of IT-dependent controls (such as automated controls that address the risk of material misstatement to one or more assertions, along with the IT controls and underlying data that support the effectiveness of system-generated data and reports) that could result in misstatements potentially impacting all financial statement accounts and disclosures that would result in a material misstatement to the annual or interim financial statements that would not be prevented or detected. Accordingly, management has determined these deficiencies in the aggregate constitute a material weakness. |
• | Hiring additional finance, accounting and IT personnel during 2021 to bolster our accounting and IT capabilities and capacity, and to establish and maintain our internal control over financial reporting; |
• | Designing and implementing controls to formalize roles and review responsibilities to align with our team’s skills and experience and designing and implementing controls over segregation of duties; |
• | Providing ongoing training for our personnel on accounting, financial reporting and internal control over financial reporting; |
• | Engaging an external advisor to assist with evaluating and documenting the design and operating effectiveness of internal control over financial reporting and assist with the remediation of deficiencies, as necessary; |
• | Designing and implementing controls over the preparation and review of journal entries and account reconciliations, including controls over the segregation of duties; and |
• | Designing and implementing IT general controls, including controls over the provisioning and monitoring of user access rights and privileges, change management processes and procedures, batch job and data backup authorization and monitoring, and program development approval and testing. |
• | build our brand and launch new commercial relationships; |
• | acquire new Consumers and increase repeat purchases from existing Consumers; |
• | develop new features to enhance the Consumer experience; |
• | increase the frequency with which new and repeat Consumers purchase products from our Customer’s sites through merchandising, data, analytics and technology; |
• | increase delivery speed and improve the delivery experience for Consumers through the continued build-out of our proprietary logistics network; |
• | continue to expand internationally; and |
• | opportunistically pursue strategic acquisitions. |
• | currency exchange restrictions or costs and exchange rate fluctuations; |
• | exposure to local economic or political instability, threatened or actual acts of terrorism and security concerns in general; |
• | compliance with various laws and regulatory requirements relating to anticorruption, antitrust or competition, economic sanctions, data content, data protection and privacy, consumer protection, employment and labor laws, health and safety, and advertising and promotions; |
• | differences, inconsistent interpretations and changes in various laws and regulations, including international, national, state and provincial and local tax laws; |
• | weaker or uncertain enforcement of our contractual and intellectual property rights; |
• | preferences by local populations for local providers; |
• | slower adoption of the internet and mobile devices as advertising, broadcast and commerce mediums and the lack of appropriate infrastructure to support widespread internet and mobile device usage in those markets; |
• | our ability to support new technologies, including mobile devices, that may be more prevalent in certain global markets; |
• | difficulties in attracting and retaining qualified employees in certain international markets, as well as managing staffing and operations due to increased complexity, distance, time zones, language and cultural and employment law differences; and |
• | uncertainty regarding liability for services and content, including uncertainty as a result of local laws and lack of precedent. |
• | changes in tax laws, tax treaties, and regulations or the interpretation of them; |
• | changes in the relative amounts of income before taxes in the various jurisdictions in which we operate that have differing statutory tax rates; |
• | changes to our assessment of our ability to realize our deferred tax assets that are based on estimates of our future results, the feasibility of possible tax planning strategies, and the economic and political environments in which we do business; and |
• | the outcome of current and future tax audits, examinations or administrative appeals. |
• | changes in the industries in which we and our Business Partners operate; |
• | developments involving our competitors; |
• | changes in laws and regulations affecting our business; |
• | variations in our operating performance and the performance of our competitors in general; |
• | actual or anticipated fluctuations in our quarterly or annual operating results; |
• | publication of research reports by securities analysts about our Company or our competitors or our industry; |
• | the public’s reaction to our press releases, our other public announcements and our filings with the SEC; |
• | actions by stockholders, including the sale by the PIPE Investors of any of their shares of our Common Stock; |
• | additions and departures of key personnel; |
• | commencement of, or involvement in, litigation involving our company; |
• | changes in our capital structure, such as future issuances of securities or the incurrence of additional debt; |
• | the volume of shares of our Common Stock available for public sale; |
• | general economic and political conditions, such as the effects of the COVID-19 outbreak, recessions, interest rates, local and national elections, fuel prices, international currency fluctuations, corruption, political instability and acts of war or terrorism; and |
• | failure to comply with the requirements of Nasdaq. |
• | a limited availability of market quotations for our securities; |
• | reduced liquidity for our securities; |
• | a determination that our Common Stock is a “penny stock” which will require brokers trading in our Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; or |
• | a decreased ability to issue additional securities or obtain additional financing in the future. |
• | result in us incurring substantial costs; |
• | affect our ability to timely file our periodic reports until the restatement is completed; |
• | divert the attention of our management and employees from managing our business; |
• | result in material changes to our historical and future financial results; |
• | result in investors losing confidence in our operating results; |
• | subject us to securities class action litigation; and |
• | cause our stock price to decline. |
• | existing stockholders’ proportionate ownership interest in us will decrease; |
• | the amount of cash available per share, including for payment of dividends in the future, may decrease; |
• | the relative voting strength of each previously outstanding Common Stock may be diminished; and |
• | the market price of the Common Stock may decline. |
• | our ability to attract and retain Business Partners and Consumers that utilize our services in a cost-effective manner; |
• | our ability to accurately forecast revenue and appropriately plan expenses; |
• | the effects of increased competition on our business; |
• | our ability to successfully expand in existing markets and successfully enter new markets; |
• | changes in consumer behavior with respect to in-home delivery and set up as well as related support services; |
• | increases in marketing, sales and other operating expenses that we may incur to grow and acquire new Consumers and establish new commercial relationships; |
• | the impact of worldwide economic conditions, including the resulting effect on consumer spending on consumer electronics; |
• | the impact of weather on our business; |
• | our ability to maintain an adequate rate of growth and effectively manage that growth; |
• | the effects of changes in search engine placement and prominence; |
• | our ability to keep pace with technology changes in our industry; |
• | the success of our sales and marketing efforts; |
• | the effects of negative publicity on our, and our Business Partners’, business, reputation, or brand; |
• | our ability to protect, maintain and enforce our intellectual property; |
• | costs associated with defending claims, including intellectual property infringement claims and related judgments or settlements; |
• | changes in governmental or other regulations affecting our business, including regulations regarding data privacy and security that may affect how we handle personal information; |
• | interruptions in service and any related impact on our business, reputation, or commercial relationships; |
• | the attraction and engagement of qualified employees and key personnel; |
• | our ability to choose and effectively manage third-party service providers; |
• | the effects of natural or human-made catastrophic events; |
• | the impact of a pandemic or an outbreak of disease or similar public health concern, such as the recent COVID-19 pandemic, or fear of such an event; |
• | the effectiveness of our internal control over financial reporting; |
• | the impact of payment processor costs and procedures; |
• | changes in the online payment transfer rate; and |
• | changes in our tax rates or exposure to additional tax liabilities. |
• | the accompanying notes to the unaudited pro forma condensed combined financial statements; |
• | the historical unaudited condensed financial statements of MRAC as and for the six months ended June 30, 2021 and the related notes; |
• | the historical audited financial statements, as restated, of MRAC as of December 31, 2020 and for the period from October 16, 2020 (inception) through December 31, 2020 and the related notes; |
• | the historical unaudited condensed consolidated financial statements of Enjoy as of and for the six months ended June 30, 2021 and the related notes; |
• | the historical audited consolidated financial statements of Enjoy as of December 31, 2020 and for the year ended December 31, 2020 and the related notes; and |
• | the section entitled “ Management’s Discussion and Analysis of Financial Condition and Results of Operations |
Historical |
Actual Redemptions |
|||||||||||||||||||||||||||||
MRAC |
Enjoy Technology Inc |
Additional Convertible Loan of $15.0 million issued in August and September 2021 |
Convertible notes mark-to-market adjustments |
Transaction Accounting Adjustments |
Pro Forma Balance Sheet |
|||||||||||||||||||||||||
ASSETS |
||||||||||||||||||||||||||||||
Current assets: |
||||||||||||||||||||||||||||||
Cash and cash equivalents |
$ | 878 | $ | 58,656 | $ | 15,000 | 5(w) | $ | (38,000 | ) | 5(l) | $ | 167,887 | |||||||||||||||||
(10,121 | ) | 5(l) | ||||||||||||||||||||||||||||
41,910 | 5(f) | |||||||||||||||||||||||||||||
(463 | ) | 5(e) | ||||||||||||||||||||||||||||
80,000 | 5(m) | |||||||||||||||||||||||||||||
(1,685 | ) | 5(m) | ||||||||||||||||||||||||||||
(13,961 | ) | 5(c) | ||||||||||||||||||||||||||||
55,009 | 5(t) | |||||||||||||||||||||||||||||
(19,336 | ) | 5(i) | ||||||||||||||||||||||||||||
Restricted cash |
— | 5,494 | 5,494 | |||||||||||||||||||||||||||
Account receivable, net |
— | 3,551 | 3,551 | |||||||||||||||||||||||||||
Prepaid expenses and other current assets |
636 | 3,070 | (636 | ) | 5(e) | 3,070 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total current assets |
1,514 | 70,771 | 15,000 | 92,717 | 180,002 | |||||||||||||||||||||||||
Property and equipment, net |
— | 14,342 | — | 14,342 | ||||||||||||||||||||||||||
Intangible assets, net |
— | 917 | — | 917 | ||||||||||||||||||||||||||
Other assets |
— | 12,610 | (7,920 | ) | 5(i) | 4,690 | ||||||||||||||||||||||||
Cash held in Trust Account |
373,750 | — | (13,081 | ) | 5(d) | — | ||||||||||||||||||||||||
(318,759 | ) | 5(n) | ||||||||||||||||||||||||||||
(41,910 | ) | 5(f) | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total assets |
$ | 375,264 | $ | 98,640 | $ | 15,000 | $ | (288,953 | ) | $ | 199,951 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT |
||||||||||||||||||||||||||||||
Current liabilities: |
||||||||||||||||||||||||||||||
Accounts payable |
4,289 | 4,846 | (1,856 | ) | 5(i) | 2,990 | ||||||||||||||||||||||||
(4,289 | ) | 5(c) | ||||||||||||||||||||||||||||
Accrued expenses and other current liabilities |
1,015 | 20,982 | (121 | ) | 5(l) | 20,861 | ||||||||||||||||||||||||
(1,015 | ) | 5(c) | ||||||||||||||||||||||||||||
Short-term debt |
— | 4,436 | (4,436 | ) | 5(l) | — |
Historical |
Actual Redemptions |
|||||||||||||||||||||||||||||
MRAC |
Enjoy Technology Inc |
Additional Convertible Loan of $15.0 million issued in August and September 2021 |
Convertible notes mark-to-market adjustments |
Transaction Accounting Adjustments |
Pro Forma Balance Sheet |
|||||||||||||||||||||||||
Short-term convertible loan, at fair value (related party carrying value of $0.2 million) |
75,845 | 15,000 | 5(w) | 10,873 | 5(x) | (81,736 | ) | 5(p) | — | |||||||||||||||||||||
(19,982 | ) | 5(u) | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Total current liabilities |
5,304 | 106,109 | 15,000 | 10,873 | (113,435 | ) | 23,851 | |||||||||||||||||||||||
Deferred legal fees |
463 | (463 | ) | 5(e) | — | |||||||||||||||||||||||||
Deferred underwriting fee payable |
13,081 | — | (13,081 | ) | 5(d) | — | ||||||||||||||||||||||||
Long-term debt, net of discount |
— | 39,887 | (34,323 | ) | 5(l) | — | ||||||||||||||||||||||||
(5,564 | ) | 5(l) | ||||||||||||||||||||||||||||
Long-term convertible loan, at fair value (related party carrying value of $20.0 million) |
— | 53,156 | 4,636 | 5(x) | (57,792 | ) | 5(h) | — | ||||||||||||||||||||||
Redeemable convertible preferred stock warrant liability |
— | 575 | (575 | ) | 5(s) | — | ||||||||||||||||||||||||
Derivative warrant liabilities |
20,045 | 20,045 | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Total liabilities |
$ | 38,893 | $ | 199,727 | $ | 15,000 | $ | 15,509 | $ | (225,233 | ) | $ | 43,896 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Historical |
Actual Redemptions |
|||||||||||||||||||||||||||
MRAC |
Enjoy Technology, Inc |
Additional Convertible Loan of $15.0 million issued in August and September |
Convertible notes mark-to-market adjustments |
Transaction Accounting Adjustments |
Pro Forma Balance Sheet |
|||||||||||||||||||||||
Class A ordinary shares, $0.0001 par value; 33,137,137 shares subject to possible redemption at $10.00 per share at June 30, 2021 |
$ | 331,371 | $ | — | $ | (373,750 | ) | 5(a) | $ | — | ||||||||||||||||||
42,379 | 5(q) | |||||||||||||||||||||||||||
REDEEMABLE CONVERTIBLE PREFERRED STOCK: |
||||||||||||||||||||||||||||
Enjoy Series Seed redeemable convertible preferred stock |
— | 3,651 | (3,651 | ) | 5(j) | — | ||||||||||||||||||||||
Enjoy Series A redeemable convertible preferred stock |
— | 26,371 | (26,371 | ) | 5(j) | — | ||||||||||||||||||||||
Enjoy Series B redeemable convertible preferred stock |
— | 181,592 | (181,592 | ) | 5(j) | — | ||||||||||||||||||||||
Enjoy Series C redeemable convertible preferred stock |
— | 157,078 | (157,078 | ) | 5(j) | — | ||||||||||||||||||||||
MRAC Preference shares |
— | — | — | |||||||||||||||||||||||||
MRAC Class A ordinary shares |
— | — | — | 5(q) | — | |||||||||||||||||||||||
MRAC Class B ordinary shares |
1 | — | (1 | ) | 5(b) | — | ||||||||||||||||||||||
— | ||||||||||||||||||||||||||||
MRAC (Domesticated) Class A ordinary shares subject to possible redemption 37,375,000 shares at $10.00 per share |
— | — | 373,750 | 5(a) | — | |||||||||||||||||||||||
(318,759 | ) | 5(n) | ||||||||||||||||||||||||||
(54,991 | ) | 5(g) | ||||||||||||||||||||||||||
MRAC (Domesticated) Class A ordinary shares |
— | — | 1 | 5(b) | 13 | |||||||||||||||||||||||
1 | 5(g) | |||||||||||||||||||||||||||
9 | 5(k) | |||||||||||||||||||||||||||
1 | 5(t) | |||||||||||||||||||||||||||
1 | 5(m) |
Historical |
Actual Redemptions |
|||||||||||||||||||||||||||
MRAC |
Enjoy Technology, Inc |
Additional Convertible Loan of $15.0 million issued in August and September |
Convertible notes mark-to-market adjustments |
Transaction Accounting Adjustments |
Pro Forma Balance Sheet |
|||||||||||||||||||||||
Enjoy Common stock |
— | 1 | 2 | 5(h) | — | |||||||||||||||||||||||
(21 | ) | 5(k) | ||||||||||||||||||||||||||
2 | 5(p) | |||||||||||||||||||||||||||
0 | 5(v) | |||||||||||||||||||||||||||
15 | 5(j) | |||||||||||||||||||||||||||
1 | 5(u) | |||||||||||||||||||||||||||
— | 5(o) | |||||||||||||||||||||||||||
Additional paid-in capital |
8,447 | 46,798 | (636 | ) | 5(e) | 711,806 | ||||||||||||||||||||||
54,990 | 5(g) | |||||||||||||||||||||||||||
57,790 | 5(h) | |||||||||||||||||||||||||||
79,999 | 5(m) | |||||||||||||||||||||||||||
(1,685 | ) | 5(m) | ||||||||||||||||||||||||||
(3,436 | ) | 5(k) | ||||||||||||||||||||||||||
(0 | ) | 5(v) | ||||||||||||||||||||||||||
368,677 | 5(j) | |||||||||||||||||||||||||||
(8,657 | ) | 5(c) | ||||||||||||||||||||||||||
(25,400 | ) | 5(i) | ||||||||||||||||||||||||||
81,734 | 5(p) | |||||||||||||||||||||||||||
(42,379 | ) | 5(q) | ||||||||||||||||||||||||||
19,981 | 5(u) | |||||||||||||||||||||||||||
55,008 | 5(t) | |||||||||||||||||||||||||||
575 | 5(s) | |||||||||||||||||||||||||||
— | 5(o) | |||||||||||||||||||||||||||
20,000 | 5(r) | |||||||||||||||||||||||||||
Accumulated other comprehensive income |
— | 780 | 780 | |||||||||||||||||||||||||
Accumulated deficit |
(3,448 | ) | (517,358 | ) | (15,509 | ) | 5(x) | 3,448 | 5(k) | (556,544 | ) | |||||||||||||||||
(3,677 | ) | 5(l) | ||||||||||||||||||||||||||
(20,000 | ) | 5(r) | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Total stockholders’ equity (deficit) |
$ | 5,000 | $ | (469,779 | ) | $ | — | $ | (15,509 | ) | $ | 636,343 | $ | 156,055 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Total liabilities, redeemable convertible preferred stock and stockholders’ deficit |
$ | 375,264 | $ | 98,640 | $ | 15,000 | $ | — | $ | (288,953 | ) | $ | 199,951 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Historical |
Actual Redemptions |
|||||||||||||||||||
MRAC |
Enjoy Technology Inc |
Transaction Accounting Adjustments |
Pro Forma Statement of Operations |
|||||||||||||||||
Revenue |
$ | — | $ | 40,211 | $ | — | $ | 40,211 | ||||||||||||
Operating expenses: |
||||||||||||||||||||
Cost of revenue |
— | 51,587 | — | 51,587 | ||||||||||||||||
Operations and technology |
— | 36,337 | — | 36,337 | ||||||||||||||||
General and administrative |
5,820 | 25,755 | — | 31,575 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total operating expenses |
5,820 | 113,679 | — | 119,499 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Loss from operations |
(5,820 | ) | (73,468 | ) | — | (79,288 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Change in fair value of derivative warrant liabilities |
7,204 | 7,204 | ||||||||||||||||||
Financing costs - derivative warrant liabilities |
— | |||||||||||||||||||
Unrealized loss on long-term convertible loan |
— | (19,226 | ) | 19,226 | 6(b) | — | ||||||||||||||
Interest expense |
— | (2,817 | ) | 2,710 | 6(a) | (107 | ) | |||||||||||||
Interest income |
— | 4 | 4 | |||||||||||||||||
Other expense |
— | 294 | 294 | |||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Loss before provision for income taxes |
1,384 | (95,213 | ) | 21,936 | (71,893 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Provision for income taxes |
— | 212 | — | 6(f) | 212 | |||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Net loss |
$ | 1,384 | $ | (95,425 | ) | $ | 21,936 | $ | (72,105 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Net loss per share, basic and diluted |
$ | 0.15 | $ | (1.50 | ) | $ | (0.62 | ) | ||||||||||||
|
|
|
|
|
|
|||||||||||||||
Weighted average shares used in computing net loss per share, basic and diluted |
9,343,750 | 63,616,729 | 116,970,464 | 6(g) | ||||||||||||||||
|
|
|
|
|
|
Historical |
Actual Redemptions |
|||||||||||||||||||
MRAC (as restated) |
Enjoy Technology Inc |
Transaction Accounting Adjustments |
Pro Forma Statement of Operations |
|||||||||||||||||
Revenue |
$ | — | $ | 60,323 | $ | — | $ | 60,323 | ||||||||||||
Operating expenses: |
||||||||||||||||||||
Cost of revenue |
— | 76,045 | — | 76,045 | ||||||||||||||||
Operations and technology |
— | 60,254 | — | 60,254 | ||||||||||||||||
General and administrative |
128 | 35,651 | — | 35,779 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total operating expenses |
128 | 171,950 | — | 172,078 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Loss from operations |
(128 | ) | (111,627 | ) | — | (111,755 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Change in fair value of derivative warrant liabilities |
(3,759 | ) | (3,759 | ) | ||||||||||||||||
Financing costs - derivative warrant liabilities |
(946 | ) | (946 | ) | ||||||||||||||||
Unrealized loss on long-term convertible loan |
— | (42,907 | ) | (4,636 | ) | 6(c) | — | |||||||||||||
(5,891 | ) | 6(c) | ||||||||||||||||||
(4,982 | ) | 6(c) | ||||||||||||||||||
58,416 | 6(b) | |||||||||||||||||||
Interest expense |
— | (2,003 | ) | 656 | 6(a) | (5,024 | ) | |||||||||||||
(3,677 | ) | 6(d) | ||||||||||||||||||
Interest income |
— | 276 | 276 | |||||||||||||||||
Other expense |
— | (1,426 | ) | (20,000 | ) | 6(e) | (21,426 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Loss before provision for income taxes |
(4,833 | ) | (157,687 | ) | 19,886 | (142,634 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Provision for income taxes |
— | 97 | — | 6(f) | 97 | |||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Net loss |
$ | (4,833 | ) | $ | (157,784 | ) | $ | 19,886 | $ | (142,731 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Net loss per share, basic and diluted |
$ | (0.57 | ) | $ | (2.55 | ) | $ | (1.22 | ) | |||||||||||
|
|
|
|
|
|
|||||||||||||||
Weighted average shares used in computing net loss per share, basic and diluted |
8,429,688 | 61,852,957 | 116,970,464 | 6(g) | ||||||||||||||||
|
|
|
|
|
|
• | the accompanying notes to the unaudited pro forma condensed combined financial statements; |
• | the historical unaudited condensed financial statements of MRAC as and for the six months ended June 30, 2021 and the related notes; |
• | the historical audited financial statements, as restated, of MRAC as of December 31, 2020 and for the period from October 16, 2020 (inception) through December 31, 2020 and the related notes; |
• | the historical unaudited condensed consolidated financial statements of Enjoy as of and for the six months ended June 30, 2021 and the related notes; |
• | the historical audited consolidated financial statements of Enjoy as of December 31, 2020 and for the year ended December 31, 2020 and the related notes; and |
• | the sections entitled “ Management’s Discussion and Analysis of Financial Condition and Results of Operation |
Number of Enjoy Shares as of June 30, 2021 |
Conversion of Convertible Loan into shares of Enjoy Common Stock |
Conversion of Enjoy options into shares of Enjoy Common Stock |
Conversion of the 2021 Convertible Loan into shares of Enjoy Common Stock |
Conversion of the Additional Convertible Loan issued in August and September 2021 into shares of Enjoy Common Stock |
Conversion of Enjoy Redeemable Convertible Preferred Stock into Enjoy Common Stock |
Conversion of the Enjoy Common Warrants into shares of Enjoy Common Stock |
Enjoy common stock assumed outstanding prior to the closing of the Business Combination, the PIPE Investment and the Backstop Investment |
|||||||||||||||||||||||||
Series Seed convertible preferred stock |
10,220,000 | (10,220,000 | ) | — | ||||||||||||||||||||||||||||
Series A convertible preferred stock |
23,298,748 | (23,298,748 | ) | — | ||||||||||||||||||||||||||||
Series B convertible preferred stock |
76,469,756 | (76,469,756 | ) | — | ||||||||||||||||||||||||||||
Series C convertible preferred stock |
43,485,135 | (43,485,135 | ) | — | ||||||||||||||||||||||||||||
Common stock |
65,230,349 | 15,945,550 | 422,732 | 22,573,382 | 5,491,068 | 153,473,639 | 473,011 | 263,609,731 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Total |
218,703,988 | 15,945,550 | 422,732 | 22,573,382 | 5,491,068 | — | 473,011 | 263,609,731 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Enjoy common stock assumed outstanding prior to the closing of the Business Combination and the PIPE Investment |
|
263,609,724 | ||||||||||||||||||||||||||||||
Assumed Exchange Ratio |
|
0.3446 | ||||||||||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||||||
Estimated shares of MRAC common stock issued to Enjoy Stockholders upon closing of the Business Combination |
|
90,827,964 | ||||||||||||||||||||||||||||||
|
|
a) | To reflect the domestication of the MRAC Class A Ordinary Shares. Each issued and outstanding share of the MRAC Class A Ordinary Shares converted automatically, on a one-for-one |
b) | To reflect the domestication of the MRAC Class B Ordinary Shares. Each issued and outstanding share of the MRAC Class B Ordinary Shares converted automatically, on a one-for-one |
c) | To reflect the payment of MRAC’s total estimated advisory, legal, accounting and auditing fees and other professional fees of $14.0 million that are deemed to be direct and incremental costs of the Business Combination. The payment of $14.0 million of costs directly attributable to the Business Combination have been recorded as a reduction of $8.7 million to additional paid-in capital, a reduction of $1.0 million to accrued expenses and other current liabilities and a reduction of $4.3 million to accounts payable. |
d) | To reflect the settlement of $13.1 million of deferred underwriters’ fees incurred during MRAC’s initial public offering that are payable upon completion of the Business Combination. |
e) | To reflect the payment of deferred legal fees of $0.5 million from the trust account and a reclassification of deferred transaction cost of $0.6 million from prepaid expenses to additional paid-in capital. |
f) | To reflect the release of the remaining cash balance of $41.9 million from the cash held in trust account to cash and cash equivalents after redemption of 31,875,906 MRAC public shareholders and payment of the deferred underwriting fee of $13.1 million. |
g) | To reflect the reclassification of ordinary shares subject to redemption of $55.0 million to common stock of $1,000 and additional paid-in capital $55.0 million. |
h) | To reflect the automatic conversion of Enjoy’s Convertible Loan into shares of Enjoy Common Stock and subsequent conversion into shares of New Enjoy Common Stock at a 10% discount. Upon the conversion, the fair value of the debt of $57.8 million was derecognized. The shares of New Enjoy Common Stock issued in exchange for the debt were recorded at the fair value of the common stock in the amount of $2,000 and additional paid-in capital in the amount of $57.8 million. |
i) | To reflect the payment of Enjoy’s total estimated advisory, legal, accounting and auditing fees and other professional fees of $25.4 million that are deemed to be direct and incremental costs of the Business Combination. The payment of $19.3 million of costs directly attributable to the Business Combination have been recorded as a reduction to additional paid-in capital of $25.4 million, reduction to accounts payable of $1.9 million and reduction to other assets of $7.9 million. |
j) | To reflect the conversion of Enjoy Redeemable Convertible Preferred Stock of $368.7 million into Enjoy Common Stock in amount of $15,000 and additional paid-in capital of $368.7 million. |
k) | To reflect the recapitalization of Enjoy through the contribution of all outstanding common stock of Enjoy to MRAC and the issuance of 90,827,964 shares of New Enjoy Common Stock and the elimination of the accumulated deficit of MRAC, the accounting acquiree. As a result of the recapitalization, Enjoy Common Stock of $21,000 and MRAC’s accumulated deficit of $3.4 million were derecognized. The shares of New Enjoy Common Stock issued in exchange for Enjoy’s capital were recorded as increase to common stock of $9,000 and decrease to additional paid-in capital in amount of $3.4 million. |
l) | To reflect the repayment of the Blue Torch Loan of $37.0 million, an early repayment fee of $1.0 million and derecognition of unamortized discount of $3.7 million related to the Blue Torch Loan and the repayment of the PPP loan of $10.1 million and accrued interest of $0.1 million. |
m) | To reflect the issuance of an aggregate of 8,000,000 shares of New Enjoy Common Stock in the PIPE Investment (excluding the Backstop Investment) at a price of $10.00 per share, for an aggregate purchase price of $80.0 million and to record the fees associated with the consummation of the PIPE Investment (excluding the Backstop Investment) in the amount of $1.7 million. |
n) | To reflect MRAC’s public shareholders exercise of their redemption rights totaling 31,875,906 MRAC Class A Ordinary Shares prior to the consummation of the Business Combination at a redemption price of approximately $10.00 per share, or $318.8 million in cash. |
o) | To reflect the conversion of the Enjoy Common Warrants into shares of Enjoy Common Stock that resulted in an increase to common stock and decrease to additional paid-in capital of $47. |
p) | To reflect the automatic conversion of the 2021 Convertible Loan into shares of Enjoy Common Stock and subsequent conversion into shares of New Enjoy Common Stock at a 20% discount. Enjoy recorded the 2021 Convertible Loan under the fair value option. Under the fair value option, the convertible loans are measured at fair value in each reporting period until they are settled, with changes in the fair values being recognized in the consolidated statements of operations as income or expense. Upon the conversion, the fair value of the debt of $81.7 million was derecognized. The shares of New Enjoy Common Stock issued in exchange for the debt were recorded at the fair value of the common stock in the amount of $2,000 and additional paid-in capital in the amount of $81.7 million. |
q) | To reflect the reclassification of 4,237,863 MRAC Class A ordinary shares from permanent equity to shares of New Enjoy Common Stock subject to possible redemption in order to arrive at the total number of shares subject to redemption of 37,375,000. |
r) | To induce one of its stockholders, LCH Enjoir L.P. (“LCH”), to waive certain of its rights in connection with the pending merger with MRAC, Enjoy entered into the Stockholder Contribution Agreement with Ron Johnson and the Stock Issuance Agreement with LCH. Pursuant to the Stockholder Contribution Agreement, immediately prior to and contingent on Closing, Mr. Johnson shall surrender to Enjoy a number of shares of the Company’s Common Stock equal to the quotient obtained by dividing $20.0 million by the product obtained by multiplying $10.00 by the exchange ratio calculated in accordance with the Merger Agreement used to determine that number of shares each share of the Company’s Common Stock will be exchanged for at the closing of the Business Combination (“Contributed Shares”). Thereafter, as detailed in the Stock Issuance Agreement, Enjoy shall issue a number of shares equal to the Contributed Shares to LCH. This transaction results in an increase to additional paid-in capital and decrease to accumulated deficit of $20.0 million (see note 6(e) below). |
s) | To reflect the conversion of Enjoy’s redeemable convertible preferred stock warrant liability to New Enjoy common warrants as all Enjoy preferred stock was converted into common stock immediately prior to the closing of the Transactions, which resulted in an increase to additional paid-in capital and a decrease to the redeemable convertible preferred stock warrant liability of $0.6 million. |
t) | To reflect the issuance of an aggregate of 5,500,906 shares of New Enjoy Common Stock in the Backstop Investment at a price of $10.00 per share, for an aggregate purchase price of $55.0 million. |
u) | To reflect the automatic conversion of the Additional Convertible Loan of $15 million issued in August and September 2021 into shares of Enjoy Common Stock and subsequent conversion into shares of New Enjoy Common Stock at a 20% discount. Enjoy recorded the Additional Convertible Loan of $15 million issued in August and September 2021 under the fair value option. Under the fair value option, the convertible loans are measured at fair value in each reporting period until they are settled, with changes in the fair values being recognized in the consolidated statements of operations as income |
or expense. Upon the conversion, the fair value of the debt of $20.0 million was derecognized. The shares of New Enjoy Common Stock issued in exchange for the debt were recorded at the fair value of the common stock in the amount of $1,000 and additional paid-in capital in the amount of $20.0 million. |
v) | To reflect the conversion of Enjoy options into 422,732 Class A Ordinary shares of Enjoy that resulted in an increase to common stock and decrease to additional paid-in capital of $42. |
w) | To reflect the August and September 2021 issuance of the Additional Convertible Loan of $15.0 million under a convertible unsecured subordinated loan agreement to borrow up to $75.0 million, of which $60.0 million had been borrowed as of June 30, 2021. |
x) | To reflect the mark-to-market |
a) | To reflect an adjustment to eliminate interest expense, amortization of discount and debt issuance cost on the Blue Torch Loan, PPP loan and Convertible Loan as it is assumed that the Blue Torch Loan and PPP loan would have been paid off and the Convertible Loan converted into Enjoy Common Stock as if the Business Combination had occurred on January 1, 2020. |
b) | To reflect an adjustment to eliminate unrealized loss on the Convertible loan as it is assumed that the convertible notes would have been converted to Enjoy Common Stock and then to shares of New Enjoy Common Stock as if the Business Combination had occurred on January 1, 2020. |
c) | To reflect mark-to-market |
d) | To reflect write off unamortized discount of $3.7 million on repayment of the Blue Torch Loan as described in 5(l) above. |
e) | To reflect loss on forfeiture of the Contributed Shares equal to $20.0 million in accordance with the Stockholder Contribution Agreement and the Stock Issuance Agreement (see note 5(r) above). |
f) | New Enjoy will not recognize current or deferred tax expense upon consummation of the transaction. Enjoy’s current tax expense is related to foreign jurisdictions, in which, there will be no impact from the transaction. New Enjoy’s U.S. deferred tax balances will be offset by a full valuation allowance. Therefore, no income tax provision impact related to the transaction accounting adjustments is reflected. |
g) | The pro forma basic and diluted net loss per share amounts presented in the unaudited pro forma condensed combined statements of operations are based upon the number of MRAC’s shares outstanding as if the Transactions occurred on January 1, 2020. The calculation of weighted average shares outstanding for pro forma basic and diluted net loss per share assumes that the shares issuable in connection with the Transactions have been outstanding for the entirety of the period presented. The |
2,201,250 Sponsor Earnout Shares are participating securities that contractually entitle the holders of such shares to participate in nonforfeitable dividends but does not contractually obligate the holders of such shares to participate in losses. The unaudited pro forma condensed combined statements of operations reflect net losses for the periods presented and, accordingly, no loss amounts have been allocated to the Sponsor Earnout Shares. The Sponsor Earnout Shares have also been excluded from basic and diluted pro forma net loss per share as such shares are subject to forfeiture until the earnout Triggering Event has occurred. |
Six Months Ended June 30, 2021 |
||||
Weighted average shares calculation - basic and diluted |
||||
MRAC weighted average public shares outstanding |
7,142,500 | |||
MRAC common stock subject to redemption reclassified to equity |
5,499,094 | |||
Issuance of MRAC common stock in connection with closing of the PIPE Investment (excluding Backstop Investment) |
8,000,000 | |||
Issuance of MRAC common stock in connection with closing of the Backstop Investment |
5,500,906 | |||
Issuance of MRAC common stock to Enjoy shareholders in connection with Business Combination |
90,827,964 | |||
|
|
|||
Pro forma weighted average shares outstanding—basic and diluted |
116,970,464 | |||
|
|
• | Integrations: Powered by our proprietary APIs, we are deeply integrated with our Business Partners and are embedded into their checkout flows. |
• | Scheduling and Routing: Powered by machine learning and analytics, our technology assigns Experts in real time. |
• | Inventory and Logistics: Our inventory is assigned to vehicles and Experts based on given and predicted demand, and is powered by machine learning and analytics. |
• | Modern Retail Tools: We use internally built tools to empower our Experts to provide the best and most personalized experience for every Consumer. |
2 |
We calculate our total addressable market revenue by multiplying the estimated potential visits with our current and future potential Business Partners in our current and future potential geographies, respectively, by our projected revenue per visit of $150 in 2025E and then we multiply by an illustrative potential market share of 10%. We calculate total addressable market EBITDA by further multiplying the total addressable market revenue by our 2025E projected Adjusted EBITDA margin of 30%. We estimate our potential visits with our current and future potential Business Partners in our current and future potential geographies by summing the number of subscribers of our telecommunication Business Partners and number of devices sold by our Consumer electronics Business Partners in the relevant region. |
1. | We operate in a mode of continuous and agile development. |
2. | We hold ourselves accountable to solving problems versus jumping directly to building a solution. |
3. | We start with a minimum viable product (MVP) and move to scaling the product after we better understand the data, learnings and impact with each iteration. |
4. | We constantly strive to ruthlessly prioritize our roadmaps to make sure we work on the most impactful problems that scale our business and drive real improvements. |
5. | We continuously focus on opportunities for re-architecting and refactoring to unlock the capacity for scale and next-level system performance. |
• | Traditional on-demand “to the door” delivery services |
• | Similar through the door services of traditional retailers and independent service providers |
• | We believe the principal competitive factors in our market include, but are not limited to: |
• | Near-zero Consumer acquisition cost |
• | Operational efficiency and speed of delivery |
• | Business Partnerships |
• | Technological innovation |
• | Ability to attract, train, and retain talent |
• | Service standards and capabilities; and |
• | Consumer experience |
• | Asset-light model |
Six Months Ended June 30, 2021 |
||||||||||||
North America |
Europe |
Consolidated |
||||||||||
Daily Mobile Stores |
433 | 151 | 584 | |||||||||
Daily Revenue Per Mobile Store |
$ | 417 | $ | 275 | $ | 380 | ||||||
Mobile Store Loss |
$ | (7,074 | ) | $ | (4,302 | ) | $ | (11,376 | ) | |||
Mobile Store Margin |
(21.6 | )% | (57.1 | )% | (28.3 | )% | ||||||
Segment Loss |
$ | (39,914 | ) | $ | (13,314 | ) | ||||||
Adjusted EBITDA |
$ | (69,165 | ) |
Six Months Ended June 30, 2020 |
||||||||||||
North America |
Europe |
Consolidated |
||||||||||
Daily Mobile Stores |
283 | 97 | 380 | |||||||||
Daily Revenue Per Mobile Store |
$ | 391 | $ | 323 | $ | 373 | ||||||
Mobile Store Loss |
$ | (3,359 | ) | $ | (1,957 | ) | $ | (5,316 | ) | |||
Mobile Store Margin |
(16.7 | )% | (34.2 | )% | (20.6 | )% | ||||||
Segment Loss |
$ | (30,097 | ) | $ | (7,459 | ) | ||||||
Adjusted EBITDA |
$ | (47,549 | ) | |||||||||
Year Ended December 31, 2020 |
||||||||||||
North America |
Europe |
Consolidated |
||||||||||
Daily Mobile Stores |
334 | 130 | 464 | |||||||||
Daily Revenue Per Mobile Store |
$ | 382 | $ | 289 | $ | 356 | ||||||
Mobile Store Loss |
$ | (10,869 | ) | $ | (4,853 | ) | $ | (15,722 | ) | |||
Mobile Store Margin |
(23.3 | )% | (35.3 | )% | (26.1 | )% | ||||||
Segment Loss |
$ | (64,669 | ) | $ | (18,167 | ) | ||||||
Adjusted EBITDA |
$ | (106,552 | ) | |||||||||
Year Ended December 31, 2019 |
||||||||||||
North America |
Europe |
Consolidated |
||||||||||
Daily Mobile Stores |
296 | 61 | 357 | |||||||||
Daily Revenue Per Mobile Store |
$ | 359 | $ | 313 | $ | 351 | ||||||
Mobile Store Loss |
$ | (5,977 | ) | $ | (2,417 | ) | $ | (8,394 | ) | |||
Mobile Store Margin |
(15.4 | ) | (34.9 | )% | (18.4 | )% | ||||||
Segment Loss |
$ | (54,923 | ) | $ | (9,379 | ) | ||||||
Adjusted EBITDA |
$ | (87,209 | ) |
Six months ended June 30, |
Change |
|||||||||||||||
(dollars in thousands) |
2021 |
2020 |
$ |
% |
||||||||||||
Revenue |
$ | 40,211 | $ | 25,825 | $ | 14,386 | 55.7 | % | ||||||||
Operating expenses: |
||||||||||||||||
Cost of revenue |
51,587 | 31,141 | 20,446 | 65.7 | % | |||||||||||
Operations and technology |
36,337 | 27,538 | 8,799 | 32.0 | % | |||||||||||
General and administrative |
25,755 | 16,910 | 8,845 | 52.3 | % | |||||||||||
|
|
|
|
|||||||||||||
Total operating expenses |
113,679 | 75,589 | 38,090 | 50.4 | % | |||||||||||
|
|
|
|
|||||||||||||
Loss from operations |
(73,468 | ) | (49,764 | ) | (23,704 | ) | 47.6 | % | ||||||||
Unrealized loss on long-term convertible loan |
(19,226 | ) | — | (19,226 | ) | N/M | ||||||||||
Interest income |
4 | 238 | (234 | ) | (98.3 | )% | ||||||||||
Interest expense |
(2,817 | ) | (643 | ) | (2,174 | ) | 338.1 | % | ||||||||
Other income (expense) |
294 | (573 | ) | 867 | N/M | |||||||||||
|
|
|
|
|||||||||||||
Loss before provision for income taxes |
(95,213 | ) | (50,742 | ) | (44,471 | ) | 87.6 | % | ||||||||
Provision for income taxes |
212 | 14 | 198 | 1,414.3 | % | |||||||||||
|
|
|
|
|||||||||||||
Net loss |
$ | (95,425 | ) | $ | (50,756 | ) | $ | (44,669 | ) | 88.0 | % | |||||
|
|
|
|
Years Ended December 31, |
Change |
|||||||||||||||
(dollars in thousands) |
2020 |
2019 |
$ |
% |
||||||||||||
Revenue |
$ | 60,323 | $ | 45,657 | $ | 14,666 | 32.1 | % | ||||||||
Operating expenses: |
||||||||||||||||
Cost of revenue |
76,045 | 54,051 | 21,994 | 40.7 | % | |||||||||||
Operations and technology |
60,254 | 50,996 | 9,258 | 18.2 | % | |||||||||||
General and administrative |
35,651 | 30,368 | 5,283 | 17.4 | % | |||||||||||
|
|
|
|
|||||||||||||
Total operating expenses |
171,950 | 135,415 | 36,535 | 27.0 | % | |||||||||||
|
|
|
|
Years Ended December 31, |
Change |
|||||||||||||||
(dollars in thousands) |
2020 |
2019 |
$ |
% |
||||||||||||
Loss from operations |
$ | (111,627 | ) | $ | (89,758 | ) | $ | (21,869 | ) | 24.4 | % | |||||
Unrealized loss on long-term convertible loan |
(42,907 | ) | — | (42,907 | ) | N/M | ||||||||||
Interest income |
276 | 1,628 | (1,352 | ) | (83.0 | )% | ||||||||||
Interest expense |
(2,003 | ) | (1,405 | ) | (598 | ) | 42.6 | % | ||||||||
Other expense |
(1,426 | ) | (81 | ) | (1,345 | ) | N/M | |||||||||
|
|
|
|
|||||||||||||
Loss before provision for income taxes |
(157,687 | ) | (89,616 | ) | (68,071 | ) | 76.0 | % | ||||||||
Provision for income taxes |
97 | 78 | 19 | 24.4 | % | |||||||||||
|
|
|
|
|||||||||||||
Net loss |
$ | (157,784 | ) | $ | (89,694 | ) | $ | (68,090 | ) | 75.9 | % | |||||
|
|
|
|
• | Is widely used by analysts, investors and competitors to measure a company’s operating performance; |
• | Is a financial measurement that is used by rating agencies, lenders, and other parties to evaluate our credit worthiness; and |
• | Is used by our management for various purposes, including as a measure of performance and as a basis for strategic planning and forecasting. |
Six Months Ended June 30, |
||||||||
(in thousands) |
2021 |
2020 |
||||||
Net loss |
$ | (95,425 | ) | $ | (50,756 | ) | ||
Add back: |
||||||||
Interest expense |
2,817 | 643 | ||||||
Other (income) expense |
(294 | ) | 573 | |||||
Provision for income taxes |
212 | 14 | ||||||
Depreciation and amortization |
1,882 | 1,341 | ||||||
Stock-based compensation |
1,910 | 874 | ||||||
Unrealized loss on long-term convertible loan |
19,226 | — | ||||||
Transaction-related costs (1) |
511 | — | ||||||
Deduct: |
||||||||
Interest income |
(4 | ) | (238 | ) | ||||
|
|
|
|
|||||
Adjusted EBITDA |
$ | (69,165 | ) | $ | (47,549 | ) | ||
|
|
|
|
Years Ended December 31, |
||||||||
(in thousands) |
2020 |
2019 |
||||||
Net loss |
$ | (157,784 | ) | $ | (89,694 | ) | ||
Add back: |
||||||||
Interest expense |
2,003 | 1,405 | ||||||
Other expense |
1,426 | 81 | ||||||
Provision for income taxes |
97 | 78 | ||||||
Depreciation and amortization |
3,138 | 1,755 | ||||||
Stock-based compensation |
1,749 | 794 | ||||||
Unrealized loss on long-term convertible loan |
42,907 | — | ||||||
Transaction-related costs (1) |
188 | — | ||||||
Deduct: |
||||||||
Interest income |
(276 | ) | (1,628 | ) | ||||
|
|
|
|
|||||
Adjusted EBITDA |
$ | (106,552 | ) | $ | (87,209 | ) | ||
|
|
|
|
As of |
||||||||||||
(in thousands) |
June 30, 2021 |
December 31, 2020 |
December 31, 2019 |
|||||||||
Cash and cash equivalents |
$ | 58,656 | $ | 58,452 | $ | 61,685 | ||||||
Restricted cash |
5,494 | 5,494 | 4,329 | |||||||||
Accounts receivable, net |
3,551 | 4,544 | 12,847 |
Six Months Ended June 30, |
||||||||
(in thousands) |
2021 |
2020 |
||||||
Net cash used in operating activities |
$ | (71,844 | ) | $ | (40,187 | ) | ||
Net cash (used in) provided by investing activities |
(1,389 | ) | 1,269 | |||||
Net cash provided by financing activities |
73,758 | 8,604 | ||||||
Effect of exchange rate on cash, cash equivalents and restricted cash |
(320 | ) | 108 | |||||
|
|
|
|
|||||
Net increase (decrease) in cash, cash equivalents and restricted cash |
$ | 205 | $ | (30,206 | ) | |||
|
|
|
|
Years Ended December 31, |
||||||||
(in thousands) |
2020 |
2019 |
||||||
Net cash used in operating activities |
$ | (95,342 | ) | $ | (90,295 | ) | ||
Net cash provided by (used in) investing activities |
14,498 | (29,398 | ) | |||||
Net cash provided by financing activities |
78,427 | 167,559 | ||||||
Effect of exchange rate on cash, cash equivalents and restricted cash |
349 | (217 | ) | |||||
|
|
|
|
|||||
Net (decrease) increase in cash, cash equivalents and restricted cash |
$ | (2,068 | ) | $ | 47,649 | |||
|
|
|
|
Payments Due by Period |
||||||||||||||||||||||||
(in thousands) |
Total |
2021 |
2022- 2023 |
2024- 2025 |
Thereafter |
|||||||||||||||||||
Paycheck Protection Program Loan |
(i | ) | $ | 10,000 | $ | 2,105 | $ | 7,895 | $ | — | $ | — | ||||||||||||
Blue Torch Loan |
(i | ) | 37,000 | — | 37,000 | — | — | |||||||||||||||||
Convertible Loan |
(i | ) | 43,451 | — | — | 43,451 | — | |||||||||||||||||
Interest Payments Due on Debt |
(ii | ) | 35,393 | 11,703 | 23,161 | 530 | ||||||||||||||||||
Operating Lease Commitments |
(iii | ) | 38,795 | 12,204 | 16,576 | 9,218 | 797 |
(i) | Represents principal repayments only. |
(ii) | Assumes an effective interest rate of 14.9%, 14.0% and 1.0% per annum, for the Blue Torch, Convertible and PPP loans, respectively, consistent with the interest rate as of December 31, 2020. |
(iii) | Operating lease commitments represent the undiscounted future minimum lease payments for the Company’s operating leases. |
• | Identification of the contract with a customer; |
• | Identification of the performance obligations in the contract; |
• | Determination of the transaction price; |
• | Allocation of the transaction price to the performance obligations in the contract; and |
• | Recognition of revenue when, or as, the Company satisfies a performance obligation. |
Name |
Age |
Position | ||
Executive Officers |
||||
Ron Johnson | 62 | Director, Co-Founder and Chief Executive Officer | ||
Fareed Khan | 55 | Chief Financial Officer | ||
Jonathan Mariner | 66 | Director, Chief Administrative and People Officer | ||
Tiffany Meriweather | 37 | Chief Legal Officer and Corporate Secretary | ||
Non-Employee Directors |
||||
Fred Harman (1)(3) |
59 | Director | ||
Thomas Ricketts (2) |
55 | Director | ||
Brett Varsov (3) |
46 | Director | ||
Salaam Coleman Smith (3) |
51 | Director | ||
Denise Young Smith (1)(2) |
65 | Director | ||
Gideon Yu (1) |
49 | Director |
(1) | Member of the Audit Committee |
(2) | Member of the Compensation Committee |
(3) | Member of the Nominating and Corporate Governance Committee |
• | appointing, compensating, retaining, evaluating, terminating and overseeing our independent registered public accounting firm; |
• | discussing with our independent registered public accounting firm their independence from management; |
• | reviewing with our independent registered public accounting firm the scope and results of their audit; |
• | pre-approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm; |
• | overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that we file with the SEC; |
• | reviewing and monitoring our accounting principles, accounting policies, financial and accounting controls and compliance with legal and regulatory requirements; and |
• | establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters. |
• | reviewing and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officers, evaluating the performance of our Chief Executive Officer in light of these goals |
and objectives and setting or making recommendations to the board of directors regarding the compensation of our Chief Executive Officer; |
• | reviewing and setting or making recommendations to our board of directors regarding the compensation of other executive officers; |
• | making recommendations to our board of directors regarding the compensation of our directors; |
• | reviewing and approving or making recommendations to our board of directors regarding our incentive compensation and equity-based plans and arrangements; and |
• | appointing and overseeing any compensation consultants. |
• | identifying individuals qualified to become members of our board of directors, consistent with criteria approved by our board of directors; |
• | recommending to our board of directors the nominees for election to our board of directors at annual meetings of our stockholders; |
• | overseeing an evaluation of our board of directors and its committees; and |
• | developing and recommending to our board of directors a set of corporate governance guidelines. |
• | for any transaction from which the director derives an improper personal benefit; |
• | for any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; |
• | for any unlawful payment of dividends or redemption of shares; or |
• | for any breach of a director’s duty of loyalty to the corporation or its stockholders. |
• | Ron Johnson, Co-Founder and Chief Executive Officer. |
• | Tim Cawley, Chief Operating Officer. |
• | Kristina Eastman, Chief Retail Officer. |
Name and Principal Position |
Year |
Salary ($)(1) |
Bonus ($) |
Stock Awards ($) |
Option Awards ($)(2) |
All Other Compensation ($) |
Total ($) |
|||||||||||||||||||||
Ron Johnson |
2020 | 49,920 | — | — | — | — | 49,920 | |||||||||||||||||||||
Co-Founder and Chief Executive Officer |
||||||||||||||||||||||||||||
Tim Cawley |
2020 | 400,000 | — | — | — | — | 400,000 | |||||||||||||||||||||
Chief Operating Officer |
||||||||||||||||||||||||||||
Kristina Eastman (3) |
2020 | 375,000 | 200,000 | — | 269,082 | — | 844,082 | |||||||||||||||||||||
Chief Retail Officer |
(1) | Salary amounts represent actual amounts paid during 2020. |
(2) | Amounts reported in this column do not reflect the amounts actually received by our named executive officers. Instead, these amounts reflect the aggregate grant date fair value of each option award granted to the named executive officers during 2020, as computed in accordance with Accounting Standards Codification 718 using the assumptions described in Note 2 to Enjoy’s audited financial statements for the |
year ended December 31, 2020 included elsewhere in this prospectus. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. |
(3) | Bonus amount represents a one-time discretionary performance bonus due to Ms. Eastman. |
• | each person who is known to be the beneficial owner of more than 5% of our voting shares; |
• | each of our named executive officers and directors; and |
• | all of our executive officers and directors as a group. |
Name and Address of Beneficial Owner (1) |
Number of Shares |
% of Ownership |
||||||
5% or Greater Stockholders: |
||||||||
LCH Enjoir L.P. (2) |
16,615,259 | 13.9 | % | |||||
SCP Venture Fund I, L.P. (3) |
9,248,980 | 7.7 | % | |||||
Marquee Raine Acquisition Sponsor LP (4) |
9,268,750 | 7.8 | % | |||||
Executive Officers and Directors: |
||||||||
Tim Cawley (5) |
454,375 | * | ||||||
Kristina Eastman |
344,556 | * | ||||||
Fred Harman (6) |
5,264,509 | 4.4 | % | |||||
Ron Johnson (7) |
19,615,172 | 16.4 | % | |||||
Jonathan Mariner |
20,602 | * | ||||||
Thomas Ricketts |
— | — | ||||||
Brett Varsov |
— | — | ||||||
Salaam Coleman Smith |
— | — | ||||||
Denise Young Smith |
— | — | ||||||
Gideon Yu (8) |
137,822 | * | ||||||
All directors and executive officers as a group (12 individuals) |
60,970,025 | 54.4 | % |
* | Less than one percent |
(1) | Unless otherwise noted, the business address of each of the following entities or individuals is c/o Enjoy Technology, Inc. 3240 Hillview Ave, Palo Alto, CA 94304. |
(2) | LCH Partners GP L.P. is the general partner of LCH Enjoir L.P. (“LCH”) and LCH Partners Limited is the general partner of LCH Partners GP L.P. The management of LCH Partners Limited is controlled by a board of directors. J. Michael Chu is a director of LCH Partners Limited and as such could be deemed to share voting control and investment power over shares that may be deemed to be beneficially owned by LCH. Mr. Chu disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. The address of the entities and individuals mentioned in this footnote is 599 West Putnam Avenue, Greenwich, CT 06830. |
(3) | SCP Venture GP I, LLC is the general partner of SCP Venture Fund I, L.P. (“SCP”), the sole member and manager of which is Stamos Capital Associates, LLC. The managing member of Stamos Capital Associates, LLC is Peter Stamos. As such, Mr. Stamos could be deemed to share voting control and investment power |
over shares that may be deemed to be beneficially owned by SCP. Mr. Stamos disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. The principal business address for all entities and individuals affiliated with SCP is 2498 Sand Hill Road, Menlo Park, California 94025. |
(4) | Marquee Raine Acquisition Sponsor GP Ltd. is the general partner of Marquee Raine Acquisition Sponsor LP. Voting and investment decisions at Marquee Raine Acquisition Sponsor GP Ltd. are made by its board of directors consisting of Brandon Gardner, Crane H. Kenney, Thomas Ricketts and Brett Varsov. Raine Holdings AIV LLC is the sole member of Raine SPAC Holdings LLC, which, in turn, is the sole member of Raine RR SPAC SPV I LLC, which owns a 50% interest in each of Marquee Raine Acquisition Sponsor GP Ltd. and Marquee Raine Acquisition Sponsor LP. Ricketts SPAC Investment LLC is the manager of Marquee Sports Holdings SPAC I, LLC, which owns a 50% interest in each of Marquee Raine Acquisition Sponsor GP Ltd. and Marquee Raine Acquisition Sponsor LP. Based upon the relationships among the entities described in this footnote, such entities may be deemed to beneficially own the securities reported herein. Each of the entities described in this footnote disclaims beneficial ownership of the securities held directly or indirectly by such entities, except to the extent of their respective pecuniary interests |
(5) | Consists of 454,375 shares of New Enjoy Common Stock issuable to Mr. Cawley pursuant to vested options exercisable within 60 days of October 15, 2021. |
(6) | Mr. Harman, a director for the Company, is a managing partner of Oak Investment Partners XIII, Limited Partnership, a Delaware limited partnership (“Oak”), and, as such, may be deemed to possess shared beneficial ownership of any shares of common stock held by Oak. The business address for Oak is 901 Main Avenue, Suite 600, Norwalk, CT 06851. Mr. Harman disclaims beneficial ownership of the shares held by Oak except to the extent of his pecuniary interest in the shares. |
(7) | Consists of (i) 1,555,673 shares of New Enjoy Common Stock held by The Johnson 2011 Trust, as nominee for The Johnson 2011 Irrevocable Children’s Trust, of which Mr. Johnson is a co-trustee, and (ii) 18,059,499 shares of New Enjoy Common Stock. |
(8) | Consists of 137,822 shares of New Enjoy Common Stock issuable to Mr. Yu pursuant to vested options exercisable within 60 days of October 15, 2021. |
Before the Offering |
After the Offering |
|||||||||||||||||||||||||||
Name of Selling Securityholder |
Number of Shares of Common Stock |
Number of Warrants |
Number of Shares of Common Stock Being Offered |
Number of Warrants Being Offered |
Number of Shares of Common Stock |
Percentage of Outstanding Shares of Common Stock |
Number of Warrants |
|||||||||||||||||||||
Jonathan Mariner (1) |
20,602 | — | 20,602 | — | — | — | — | |||||||||||||||||||||
KPCB XVI Founders Fund, LLC (2) |
4,202,116 | — | 4,202,116 | — | — | — | — | |||||||||||||||||||||
LCH Enjoir L.P. (3) |
16,615,259 | — | 16,615,259 | — | — | — | — | |||||||||||||||||||||
Oak Investment Partners XIII, Limited Partnership (4) |
5,264,509 | — | 5,264,509 | — | — | — | — | |||||||||||||||||||||
Riverwood Capital Partners II (Parallel-B) L.P. (5) |
1,309,456 | — | 1,309,456 | — | — | — | — | |||||||||||||||||||||
Riverwood Capital Partners II L.P. (5) |
5,004,339 | — | 5,004,339 | — | — | — | — | |||||||||||||||||||||
SCP Venture Fund I, L.P. (6) |
9,248,980 | — | 9,248,980 | — | — | — | — | |||||||||||||||||||||
Waycross Ventures LLC (7) |
1,485,814 | — | 1,485,814 | — | — | — | — | |||||||||||||||||||||
Ronald Johnson (8) |
19,615,172 | — | 19,615,172 | — | — | — | — | |||||||||||||||||||||
ET2 Investment LLC (9) |
2,750,453 | — | 2,750,453 | — | — | — | — | |||||||||||||||||||||
Credit Suisse Securities (USA) LLC (10) |
450,000 | — | 450,000 | — | — | — | — | |||||||||||||||||||||
Brian C. Baker |
10,000 | — | 10,000 | — | — | — | — |
Before the Offering |
After the Offering |
|||||||||||||||||||||||||||
Name of Selling Securityholder |
Number of Shares of Common Stock |
Number of Warrants |
Number of Shares of Common Stock Being Offered |
Number of Warrants Being Offered |
Number of Shares of Common Stock |
Percentage of Outstanding Shares of Common Stock |
Number of Warrants |
|||||||||||||||||||||
D. E. Shaw Oculus Portfolios, L.L.C. (11) |
50,000 | — | 50,000 | — | — | — | — | |||||||||||||||||||||
D. E. Shaw Valence Portfolios, L.L.C. (12) |
150,000 | — | 150,000 | — | — | — | — | |||||||||||||||||||||
Eun J. Lee |
17,500 | — | 17,500 | — | — | — | — | |||||||||||||||||||||
Gotham United Ventures LLC (13) |
10,000 | — | 10,000 | — | — | — | — | |||||||||||||||||||||
Flow State Group II, LP (14) |
57,500 | — | 57,500 | — | — | — | — | |||||||||||||||||||||
Ghisallo Master Fund LP (15) |
3,712,970 | — | 1,500,000 | — | 1,937,970 | 1.6 | % | — | ||||||||||||||||||||
Ilan J. Shalit 2017 Irrevocable Gift Trust |
500,000 | — | 500,000 | — | — | — | — | |||||||||||||||||||||
Iridian Eagle Fund, LP (16) |
300,000 | — | 300,000 | — | — | — | — | |||||||||||||||||||||
Jason Mendelson |
50,000 | — | 50,000 | — | — | — | — | |||||||||||||||||||||
John D DesPrez III |
50,000 | — | 50,000 | — | — | — | — | |||||||||||||||||||||
Kent P. Dauten |
300,000 | — | 300,000 | — | — | — | — | |||||||||||||||||||||
Merrick Venture Management, LLC (17) |
500,000 | — | 500,000 | — | — | — | — | |||||||||||||||||||||
Neon Barley, L.L.C. (18) |
6,888,903 | — | 3,000,000 | — | 3,888,903 | 3.3 | % | — | ||||||||||||||||||||
Park West Investors Master Fund, Limited (19) |
2,960,953 | 1,228,544 | 911,000 | 1,228,544 | 2,049,953 | 1.7 | % | — | ||||||||||||||||||||
Park West Partners International, Limited (19) |
288,544 | 120,953 | 89,000 | 120,953 | 199,544 | * | — | |||||||||||||||||||||
Patrick M. Gallagher Trust |
89,000 | — | 10,000 | — | — | — | — | |||||||||||||||||||||
RM/MM Millennium Partners, L.P. (20) |
30,000 | — | 30,000 | — | — | — | — | |||||||||||||||||||||
Robins Holdings II, LLC (21) |
10,000 | — | 10,000 | — | — | — | — | |||||||||||||||||||||
Schonfeld Strategic 460 Fund LLC (22) |
440,407 | 407 | 440,000 | 407 | — | — | — | |||||||||||||||||||||
Steven Galanis (23) |
5,000 | — | 5,000 | — | — | — | — | |||||||||||||||||||||
Techra Investments LLC (24) |
10,000 | — | 10,000 | — | — | — | — | |||||||||||||||||||||
Marquee Raine Acquisition Sponsor LP (25) |
9,268,750 | 6,316,667 | — | 6,316,667 | — | — | — | |||||||||||||||||||||
Other Selling Securityholders (26) |
75,000 | — | 75,000 | — | — | — | — |
* | Less than 1%. |
** | Percentage of total voting power represents voting power with respect to all shares of Common Stock, as a single class. |
(1) | Mr. Mariner is our Chief Administrative and People Officer and a member of our board of directors. |
(2) | Consists of (i) 4,063,027 shares of Common Stock held by Kleiner Perkins Caufield & Byers XVI, LLC (“KPCB XVI”) and (ii) 139,089 shares of Common Stock held by KPCB XVI Founders Fund, LLC (“XVI Founders”). All shares are held for convenience in the name of “KPCB Holdings, Inc., as nominee” for the |
accounts of such individuals and entities. The managing member of KPCB XVI and XVI Founders is KPCB XVI Associates, LLC (“KPCB XVI Associates”). L. John Doerr, Beth Seidenberg, Randy Komisar, Theodore E. Schlein and Wen Hsieh, the managing members of KPCB XVI Associates, exercise shared voting and dispositive control over the shares held by KPCB XVI and XVI Founders. Such managing members disclaim beneficial ownership of all shares held by KPCB XVI and XVI Founders except to the extent of their pecuniary interest therein. The principal business address for all entities and individuals affiliated with Kleiner Perkins Caufield & Byers is c/o Kleiner Perkins Caufield & Byers, LLC, 2750 Sand Hill Road, Menlo Park, CA 94025. |
(3) | All of the shares of Common Stock are held by LCH Enjoir, L.P. (“LCH”). LCH Partners GP L.P. is the general partner of LCH and LCH Partners Limited is the general partner of LCH Partners GP L.P. The management of LCH Partners Limited is controlled by a board of directors. The address of the entities and individuals mentioned in this footnote is 599 West Putnam Avenue, Greenwich, CT 06830. |
(4) | Oak Associates XIII, LLC is the general partner of Oak Investment Partners XIII, Limited Partnership. Each of Bandel Carano, Edward Glassmeyer, Frederic Harman and Ann Lamont is a managing member of Oak Associates XIII, LLC and has shared power to vote and dispose of the shares held by Oak Investment Partners XIII, Limited Partnership. Each of Mr. Carano, Mr. Glassmeyer, Mr. Harman and Ms. Lamont disclaims beneficial ownership of the shares held by Oak Investment Partners XIII, Limited Partnership, except to the extent of their pecuniary interest therein. Mr. Harman is a member of our board of directors. The address of the selling securityholder is 901 Main Avenue, Suite 600, Norwalk, CT 06851. |
(5) | Consists of (i) 5,004,339 shares of Common Stock held directly by Riverwood Capital Partners II L.P. and (ii) 1,309,456 shares of Common Stock held directly by Riverwood Capital Partners II (Parallel-B) L.P. (together with Riverwood Capital Partners II L.P., “Riverwood Capital”). Riverwood Capital II L.P. is the general partner of Riverwood Capital. The general partner of Riverwood Capital II L.P. is Riverwood Capital GP II Ltd. Riverwood Capital II L.P. and Riverwood Capital GP II Ltd. may be deemed to have shared voting and dispositive power over, and be deemed to be indirect beneficial owners of the shares directly held by Riverwood Capital. All investment decisions with respect to the shares held by Riverwood Capital are made by a majority vote of a four-member investment committee, comprised of Messrs. Francisco Alvarez-Demalde, Jeffrey Parks, Thomas Smach and Christopher Varelas. All voting decisions over the shares held by Riverwood Capital are made by a majority vote of Riverwood Capital GP II Ltd.’s multiple shareholders. No natural person controls investment or voting decisions with respect to the shares held by Riverwood Capital. The business address of Riverwood Capital is 70 Willow Road, Suite 100 Menlo Park CA 94025-3652. |
(6) | Stamos Capital Partners, L.P., the investment manager of SCP Venture Fund I, L.P., has voting and investment power over the securities held by SCP Venture Fund I, L.P. Peter S. Stamos is the managing member of Stamos Capital Partners GP, L.L.C., which is the general partner of Stamos Capital Partners, L.P. Each of SCP Venture Fund I, L.P., Stamos Capital Partners GP, L.L.C. and Peter S. Stamos disclaims beneficial ownership over these securities. The business address of Stamos Capital Partners, L.P. is 2498 Sand Hill Road, Menlo Park, CA 94025. |
(7) | All of the shares of Common Stock are held by Waycross Ventures LLC (“Waycross”). The managing member of Waycross is Brook Byers. Mr. Byers disclaims beneficial ownership of all shares held by Waycross except to the extent of his pecuniary interest therein. The business address of Waycross Ventures LLC is 2750 Sand Hill Road, Menlo Park, CA 94025. |
(8) | Consists of (i) 1,555,673 shares of Common Stock held by The Johnson 2011 Trust, as nominee for The Johnson 2011 Irrevocable Children’s Trust, of which Mr. Johnson is a co-trustee, and (ii) 18,059,499 shares of Common Stock. Mr. Johnson is our Chief Executive Officer and a member of our board of directors. The address of the trust is 2498 Sand Hill Road, Menlo Park, Californian 94027. |
(9) | Voting and investment decisions for ET2 Investment LLC are made by the majority vote of an investment committee comprised of three individuals. The business address is P.O. Box 3168, Jackson WY 83001. Thomas Ricketts has an indirect pecuniary interest in a portion of the company securities owned by ET2 Investment LLC, but disclaims beneficial ownership of such securities. |
(10) | Consists of 450,000 shares of Common Stock issued to Credit Suisse Securities (USA) LLC as partial payment for their fees. The address of Credit Suisse Securities (USA) LLC is 11 Madison Avenue 24th Floor, New York NY 10010. |
(11) | D. E. Shaw Oculus Portfolios, L.L.C. has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the 50,000 shares of common stock of the Company to be registered for resale pursuant to the Registration Statement (the “Subject Shares,” and, together with an additional 16,200 shares of common stock beneficially owned by D. E. Shaw Oculus Portfolios, L.L.C., the “Shares”). |
(12) | D. E. Shaw Valence Portfolios, L.L.C. has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the 150,000 shares of common stock of the Company to be registered for resale pursuant to the Registration Statement (the “Subject Shares,” and, together with an additional 48,635 shares of common stock beneficially owned by D. E. Shaw Valence Portfolios, L.L.C., the “Shares”). |
(13) | Ezra Kucharz is the managing member of Gotham United Ventures LLC (“Gotham”) and may direct the vote and disposition of all shares held by Gotham and may be deemed to have beneficial ownership of such shares. The address for Gotham is 298 Highwood Ave, Glen Rock, NJ 07452. |
(14) | Flow State Investments, LP. is the investment manager of Flow State Group II, LP and has voting and investment power over the securities held by Flow State Group II, LP. Flow State Investments GP, LLC (the “GP”) is the general partner of Flow State Investments, LP. The GP disclaims beneficial ownership over these securities. The business address is 155 N Wacker Drive, Ste 1760, Chicago, IL 60606. |
(15) | Ghisallo Master Fund LP (“Ghisallo”) is managed by Ghisallo Capital Management LLC. Michael Germino, managing member of Ghisallo Capital Management LLC, is Ghisallo’s investment manager and thus may be deemed to have voting and/or investment control over the shares held by Ghisallo. The address of Ghisallo is c/o Walkers, 190 Elgin Avenue, George Town, Grand Cayman, CI KY1-9008. |
(16) | Iridian Asset Management LLC is the investment manager of Iridian Eagle Fund, LP and has voting and investment power over the securities being registered for resale. Harold Levy and David Cohen exercise control over Iridian Asset Management LLC and share voting and investment power over the shares, and disclaim beneficial ownership of such shares. The address of Iridian Asset Management LLC is 276 Post Road West, Westport, CT 06880. |
(17) | Michael W. Ferro, Jr. serves as the manager of Merrick Venture Management, LLC and has voting and dispositive control over the shares beneficially owned by Merrick Venture Management, LLC. The business address of Merrick Venture Management, LLC is C/O Merrick Ventures, LLC, 400 Clematis St., Suite 208, West Palm Beach, FL 33401. |
(18) | King Street Capital Management, L.P. (“LSCM”) is the investment manager of King Street Capital, L.P. and King Street Capital Master Fund, Ltd, the entities on whose behalf Neon Barley, L.L.C. holds the 6,888,903 shares of Common Stock. Jay Ryan is the Chief Financial Officer of the general partner of King Street Capital Management L.P., the sole manager of Neon Barley, L.L.C., and Mr. Ryan may be deemed to have beneficial ownership of the 6,888,903 Shares held by Neon Barley, L.L.C. The address for KSCM is 299 Park Avenue, 40th Floor, New York, New York 10171. |
(19) | Park West Asset Management LLC is the investment manager to the Selling Securityholder. Peter S. Park, through one or more affiliated entities, is the controlling manager of Park West Asset Management LLC. The business address of Park West Asset Management LLC is 900 Larkspur Landing Circle, Suite 165, Larkspur, California 94939. |
(20) | RM/MM Millennium Partners, L.P. (“RM/MM”) is a limited partnership managed by its three general partners: R.J. Melman, Jerrod Melman and Molly Melman. The general partners collectively own 2% of the partnership interests. The remaining 98% of the partnership interests are owned by trusts for the general partners’ benefits. Larry Swibel is the sole trustee of those trusts and has power of attorney to sign documents on behalf of the general partners. The general partners have voting and/or investment control over the shares held by RM/MM. The address of RM/MM is 5419 N. Sheridan Rd., Chicago, IL 60640; Attn: R.J. Melman. |
(21) | Jason Robins, as manager of Robins Holdings II LLC, directly exercises sole voting and investment control over the registrable securities. The business address of Robins Holdings II, LLC is 2001 Kirby Dr., Suite 808, Houston, Texas 77019. |
(22) | Schonfeld Strategic Advisors LLC is a Registered Investment Adviser and has been delegated the legal power to vote and/or direct the disposition of such securities on behalf of Schonfeld Strategic 460 Fund LLC as a general partner or investment manager and would be considered the beneficial owner of such securities. The above shall not be deemed to be an admission by the record owners or Schonfeld Strategic 460 Fund LLC that they are themselves beneficial owners of these securities for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or any other purpose. The address of Schonfeld Strategic 460 Fund LLC is 460 Park Ave, Floor 19, New York, NY 10022. |
(23) | The address for Mr. Galanis is 2900 NE 7th Ave PH 5001 Miami, FL 33137. |
(24) | Mark Tebbe and Robin Tebbe are managing members of the Techra Investments LLC (“Techra Investments”) and may direct the vote and disposition of all shares held by Techra Investments and may be deem to have beneficial ownership of such shares. The address for Techra Investments is 900 N Michigan Ave, Suite 930, Chicago, IL 60601. |
(25) | Represents 9,268,750 shares of Common Stock and 6,316,667 warrants to buy shares of Common Stock directly held by Marquee Raine Acquisition Sponsor LP. Voting and investment decisions at Marquee Raine Acquisition Sponsor GP, Ltd. are made by its board of directors consisting of Brandon Gardner, Crane H. Kenney, Thomas Ricketts and Brett Varsov. Raine Holdings AIV LLC is the sole member of Raine SPAC Holdings LLC, which, in turn, is the sole member of Raine RR SPAC SPV I LLC, which owns a 50% interest in each of Marquee Raine Acquisition Sponsor GP Ltd. and Marquee Raine Acquisition Sponsor LP. Ricketts SPAC Investment LLC is the manager of Marquee Sports Holdings SPAC I, LLC, which owns a 50% interest in each of Marquee Raine Acquisition Sponsor GP Ltd. and Marquee Raine Acquisition Sponsor LP. Based upon the relationships among the entities described in this footnote, such entities may be deemed to beneficially own the securities reported herein. Each of the entities described in this footnote disclaims beneficial ownership of the securities held directly or indirectly by such entities, except to the extent of their respective pecuniary interests. The business and/or mailing address for Marquee Raine Acquisition Sponsor L.P. is 65 East 55th Street, 24th Floor, New York, NY 10022. |
(26) | Consists of shares of Common Stock beneficially owned by 3 selling securityholders affiliated with the Sponsor who own less than 1.0% of our outstanding Common Stock prior to this offering. The address of this group is 65 East 55th Street, 24th Floor New York, NY 10022. |
Name |
Shares of Series C Preferred Stock |
Total Purchase Price |
||||||
LCH Enjoir L.P.(1) |
39,531,941 | $ | 149,999,996.93 |
(1) | Julian Mack is an affiliate of LCH Enjoir L.P (“Catterton”). Catterton currently holds more than 5% of our capital stock. |
Name |
Shares of Series B Preferred Stock |
Total Purchase Price |
||||||
Ron Johnson (1) |
2,101,900 | $ | 4,999,999.72 | |||||
Entities affiliated with Oak Investment Partners(2) |
4,371,952 | $ | 10,399,999.42 | |||||
SCP Venture Fund I, L.P.(3) |
11,875,737 | $ | 28,250,003.18 |
(1) | Ron Johnson is Enjoy’s chief executive officer, a member of the Company’s board of directors and currently holds more than 5% of our capital stock. |
(2) | Fred Harman is member of the Company’s board of directors and an affiliate of Oak Investment Partners XIII, Limited Partnership. Entities affiliated with Oak Investment Partners include Oak Investment Partners XIII, Limited Partnership. |
(3) | Peter Stamos was a member of the Private Enjoy board of directors and an affiliate of SCP Venture Fund I, L.P., which currently holds more than 5% of our capital stock. |
• | any person who is, or at any time during the applicable period was, one of Enjoy’s executive officers or directors; |
• | any person who is known by the post-combination company to be the beneficial owner of more than 5% of Enjoy voting stock; |
• | any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law sister-in-law |
• | any firm, corporation or other entity in which any of the foregoing persons is a partner or principal, or in a similar position, or in which such person has a 10% or greater beneficial ownership interest. |
• | in whole and not in part; |
• | at a price of $0.01 per warrant; |
• | if, and only if, the last reported sale price of the shares of our Common Stock for any 20 trading days within a 30-trading day period ending three business days before we send to the notice of redemption to the warrant holders (which we refer to as the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like). |
• | in whole and not in part; |
• | at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the “fair market value” of our shares (as defined below); |
• | if, and only if, the Reference Value (as defined above) equals or exceeds $10.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like); and |
• | if the Reference Value is less than $18.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. |
Redemption Date (period to expiration of warrants) |
Fair Market Value of Shares of New Enjoy Common Stock |
|||||||||||||||||||||||||||||||||||
£ $10.00 |
$11.00 |
$12.00 |
$13.00 |
$14.00 |
$15.00 |
$16.00 |
$17.00 |
³ $18.00 |
||||||||||||||||||||||||||||
60 months |
0.261 | 0.281 | 0.297 | 0.311 | 0.324 | 0.337 | 0.348 | 0.358 | 0.361 | |||||||||||||||||||||||||||
57 months |
0.257 | 0.277 | 0.294 | 0.310 | 0.324 | 0.337 | 0.348 | 0.358 | 0.361 | |||||||||||||||||||||||||||
54 months |
0.252 | 0.272 | 0.291 | 0.307 | 0.322 | 0.335 | 0.347 | 0.357 | 0.361 | |||||||||||||||||||||||||||
51 months |
0.246 | 0.268 | 0.287 | 0.304 | 0.320 | 0.333 | 0.346 | 0.357 | 0.361 | |||||||||||||||||||||||||||
48 months |
0.241 | 0.263 | 0.283 | 0.301 | 0.317 | 0.332 | 0.344 | 0.356 | 0.361 | |||||||||||||||||||||||||||
45 months |
0.235 | 0.258 | 0.279 | 0.298 | 0.315 | 0.330 | 0.343 | 0.356 | 0.361 | |||||||||||||||||||||||||||
42 months |
0.228 | 0.252 | 0.274 | 0.294 | 0.312 | 0.328 | 0.342 | 0.355 | 0.361 | |||||||||||||||||||||||||||
39 months |
0.221 | 0.246 | 0.269 | 0.290 | 0.309 | 0.325 | 0.340 | 0.354 | 0.361 | |||||||||||||||||||||||||||
36 months |
0.213 | 0.239 | 0.263 | 0.285 | 0.305 | 0.323 | 0.339 | 0.353 | 0.361 | |||||||||||||||||||||||||||
33 months |
0.205 | 0.232 | 0.257 | 0.280 | 0.301 | 0.320 | 0.337 | 0.352 | 0.361 | |||||||||||||||||||||||||||
30 months |
0.196 | 0.224 | 0.250 | 0.274 | 0.297 | 0.316 | 0.335 | 0.351 | 0.361 | |||||||||||||||||||||||||||
27 months |
0.185 | 0.214 | 0.242 | 0.268 | 0.291 | 0.313 | 0.332 | 0.350 | 0.361 | |||||||||||||||||||||||||||
24 months |
0.173 | 0.204 | 0.233 | 0.260 | 0.285 | 0.308 | 0.329 | 0.348 | 0.361 | |||||||||||||||||||||||||||
21 months |
0.161 | 0.193 | 0.223 | 0.252 | 0.279 | 0.304 | 0.326 | 0.347 | 0.361 | |||||||||||||||||||||||||||
18 months |
0.146 | 0.179 | 0.211 | 0.242 | 0.271 | 0.298 | 0.322 | 0.345 | 0.361 | |||||||||||||||||||||||||||
15 months |
0.130 | 0.164 | 0.197 | 0.230 | 0.262 | 0.291 | 0.317 | 0.342 | 0.361 | |||||||||||||||||||||||||||
12 months |
0.111 | 0.146 | 0.181 | 0.216 | 0.250 | 0.282 | 0.312 | 0.339 | 0.361 | |||||||||||||||||||||||||||
9 months |
0.090 | 0.125 | 0.162 | 0.199 | 0.237 | 0.272 | 0.305 | 0.336 | 0.361 | |||||||||||||||||||||||||||
6 months |
0.065 | 0.099 | 0.137 | 0.178 | 0.219 | 0.259 | 0.296 | 0.331 | 0.361 | |||||||||||||||||||||||||||
3 months |
0.034 | 0.065 | 0.104 | 0.150 | 0.197 | 0.243 | 0.286 | 0.326 | 0.361 | |||||||||||||||||||||||||||
0 months |
— | — | 0.042 | 0.115 | 0.179 | 0.233 | 0.281 | 0.323 | 0.361 |
• | 1% of the total number of our Common Stock then outstanding; or |
• | the average weekly reported trading volume of our Common Stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale. |
• | the issuer of the securities that was formerly a shell company has ceased to be a shell company; |
• | the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; |
• | the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and |
• | at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company. |
• | purchases by a broker-dealer as principal and resale by such broker-dealer for its own account pursuant to this prospectus; |
• | ordinary brokerage transactions and transactions in which the broker solicits purchasers; |
• | block trades in which the broker-dealer so engaged will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
• | an over-the-counter distribution |
• | through trading plans entered into by a Selling Securityholder pursuant to Rule 10b5-1 under the Exchange Act, that are in place at the time of an offering pursuant to this prospectus and any applicable prospectus supplement hereto that provide for periodic sales of their securities on the basis of parameters described in such trading plans; |
• | short sales; |
• | distribution to employees, members, limited partners or stockholders of the Selling Securityholders; through the writing or settlement of options or other hedging transaction, whether through an options exchange or otherwise; |
• | by pledge to secured debts and other obligations; |
• | delayed delivery arrangements; |
• | to or through underwriters or broker-dealers; |
• | in “at the market” offerings, as defined in Rule 415 under the Securities Act, at negotiated prices, at prices prevailing at the time of sale or at prices related to such prevailing market prices, including sales made directly on a national securities exchange or sales made through a market maker other than on an exchange or other similar offerings through sales agents; |
• | in privately negotiated transactions; |
• | in options transactions; |
• | through a combination of any of the above methods of sale; or |
• | any other method permitted pursuant to applicable law. |
Financial Statements (Audited) as of December 31, 2020 for the period from October 16, 2020 (inception) to December 31, 2020 |
| |||
F-2 |
||||
F-3 |
||||
F-4 |
||||
F-5 |
||||
F-6 |
||||
F-7 |
||||
Consolidated Financial Statements for the three and six months ended June 30, 2021 |
||||
F-22 | ||||
F-23 | ||||
F-24 | ||||
F-25 | ||||
F-26 | ||||
ENJOY TECHNOLOGY, INC. |
| |||
Audited consolidated financial statements Enjoy Technology, Inc.: |
| |||
F-43 |
||||
F-44 |
||||
F-45 |
||||
F-46 |
||||
F-47 |
||||
F-48 |
||||
Unaudited Condensed Consolidated Financial Statements for the six months ended June 30, 2021 |
||||
F-75 | ||||
F-76 | ||||
F-77 | ||||
F-78 | ||||
F-79 |
Assets |
||||
Current assets: |
||||
Cash |
$ | |||
Prepaid expenses |
||||
|
|
|||
Total current assets |
||||
Cash held in Trust Account |
||||
|
|
|||
Total Assets |
$ |
|||
|
|
|||
Liabilities and Shareholders’ Equity |
||||
Current liabilities: |
||||
Accounts payable |
$ | |||
Accrued expenses |
||||
|
|
|||
Total current liabilities |
||||
Deferred underwriting commissions |
||||
Derivative warrant liabilities |
||||
|
|
|||
Total liabilities |
||||
Commitments and Contingencies |
||||
Class A ordinary shares, $ |
||||
Shareholders’ Equity |
||||
Preference shares, $ |
||||
Class A ordinary shares, $ |
||||
Class B ordinary shares, $ |
||||
Additional paid-in capital |
||||
Accumulated deficit |
( |
) | ||
|
|
|||
Total shareholders’ equity |
||||
|
|
|||
Total Liabilities and Shareholders’ Equity |
$ |
|||
|
|
General and administrative expenses |
$ | |||
|
|
|||
Loss from operations |
( |
) | ||
Other income (expenses) |
||||
Change in fair value of derivative warrant liabilities |
( |
) | ||
Transaction costs—derivative warrant liabilities |
( |
) | ||
|
|
|||
Net loss |
$ | ( |
) | |
|
|
|||
Weighted average Class A ordinary shares outstanding, basic and diluted |
||||
|
|
|||
Basic and diluted net income per ordinary share, Class A |
$ | |||
|
|
|||
Weighted average Class B ordinary shares outstanding, basic and diluted |
||||
|
|
|||
Basic and diluted net loss per ordinary share, Class B |
$ | ( |
) | |
|
|
Ordinary Shares |
Additional Paid-in Capital |
Accumulated Deficit |
Total Shareholders’ Equity |
|||||||||||||||||||||||||
Class A |
Class B |
|||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||
Balance—October 16, 2020 (inception) |
$ |
$ |
$ |
$ |
$ |
|||||||||||||||||||||||
Issuance of Class B ordinary shares to Sponsor |
— | — | — | |||||||||||||||||||||||||
Sale of units in initial public offering, less fair value of public warrants |
— | — | — | |||||||||||||||||||||||||
Offering costs, net of reimbursement from underwriters |
— | — | — | — | ( |
) | — | ( |
) | |||||||||||||||||||
Class A ordinary shares subject to possible redemption |
( |
) | ( |
) | — | — | ( |
) | — | ( |
) | |||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance—December 31, 2020 |
$ |
$ |
$ |
$ |
( |
) |
$ |
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Operating Activities: |
||||
Net loss |
$ | ( |
) | |
Adjustments to reconcile net loss to net cash used in operating activities: |
||||
General and administrative expenses paid by Sponsor in exchange for issuance of Class B ordinary shares |
||||
Change in fair value of derivative warrant liabilities |
||||
Transaction costs—derivative warrant liabilities |
||||
Changes in operating assets and liabilities: |
||||
Prepaid expenses |
( |
) | ||
Accounts payable |
||||
Accrued expenses |
||||
|
|
|||
Net cash used in operating activities |
( |
) | ||
|
|
|||
Cash Flows from Investing Activities: |
||||
Cash deposited in Trust Account |
( |
) | ||
|
|
|||
Net cash used in investing activities |
( |
) | ||
|
|
|||
Cash Flows from Financing Activities: |
||||
Proceeds received from note payable to related party |
||||
Repayment of note payable to related party |
( |
) | ||
Proceeds received from initial public offering, gross |
||||
Proceeds received from private placement |
||||
Reimbursement from underwriters |
||||
Offering costs paid |
( |
) | ||
|
|
|||
Net cash provided by financing activities |
||||
|
|
|||
Net change in cash |
||||
Cash—beginning of the period |
||||
|
|
|||
Cash—end of the period |
$ |
|||
|
|
|||
Supplemental disclosure of noncash financing activities: |
||||
Offering costs included in accrued expenses |
$ | |||
Deferred underwriting commissions |
$ | |||
Initial value of Class A ordinary shares subject to possible redemption |
$ | |||
Change in initial value of Class A ordinary shares subject to possible redemption |
$ | ( |
) | |
Initial measurement of derivative warrants issued in connection with the initial public offering accounted for as liabilities |
$ |
As of December 31, 2020 |
||||||||||||
As Previously Reported |
Restatement Adjustment |
As Restated |
||||||||||
Balance Sheet |
||||||||||||
Total assets |
$ | $ | — | $ | ||||||||
|
|
|
|
|
|
|||||||
Liabilities and shareholders’ equity |
||||||||||||
Total current liabilities |
$ | $ | — | $ | ||||||||
Deferred legal fees |
— | |||||||||||
Deferred underwriting commissions |
— | |||||||||||
Derivative warrant liabilities |
— | |||||||||||
|
|
|
|
|
|
|||||||
Total liabilities |
||||||||||||
Class A ordinary shares, $ |
( |
) | ||||||||||
Shareholders’ equity |
||||||||||||
Preference shares—$ |
— | — | ||||||||||
Class A ordinary shares—$ |
||||||||||||
Class B ordinary shares—$ |
— | |||||||||||
Additional paid-in-capital |
||||||||||||
Accumulated deficit |
( |
) | ( |
) | ( |
) | ||||||
|
|
|
|
|
|
|||||||
Total shareholders’ equity |
— | |||||||||||
|
|
|
|
|
|
|||||||
Total liabilities and shareholders’ equity |
$ | $ | — | $ | ||||||||
|
|
|
|
|
|
Period From October 16, 2020 (Inception) Through December 31, 2020 |
||||||||||||
As Previously Reported |
Restatement Adjustment |
As Restated |
||||||||||
Statement of Operations |
||||||||||||
Loss from operations |
$ | ( |
) | $ | — | $ | ( |
) | ||||
Other (expense) income: |
||||||||||||
Change in fair value of derivative warrant liabilities |
— | ( |
) | ( |
) | |||||||
Transaction costs—derivative warrant liabilities |
— | ( |
) | ( |
) | |||||||
Net gain from investments held in Trust Account |
— | — | ||||||||||
|
|
|
|
|
|
|||||||
Total other (expense) income |
— | ( |
) | ( |
) | |||||||
|
|
|
|
|
|
|||||||
Net loss |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
|
|
|
|
|
|
|||||||
Basic and Diluted weighted-average Class A ordinary shares outstanding |
— | |||||||||||
Basic and Diluted net loss per Class A share |
$ | — | $ | — | ||||||||
Basic and Diluted weighted-average Class B ordinary shares outstanding |
— | |||||||||||
Basic and Diluted net loss per Class B share |
$ | ( |
) | $ | ( |
) | $ | ( |
) |
Period From October 16, 2020 (Inception) Through December 31, 2020 |
||||||||||||
As Previously Reported |
Restatement Adjustment |
As Restated |
||||||||||
Statement of Cash Flows |
||||||||||||
Net loss |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Change in fair value of derivative warrant liabilities |
— | |||||||||||
Transaction costs - derivative warrant liabilities |
— |
• | Level 1, defined as observable inputs such as quoted prices 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. |
• | 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 days within a on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $ |
• | 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) |
|||||||||
Liabilities: |
||||||||||||
Derivative warrant liabilities |
$ | $ | $ |
As of December 17, 2020 |
As of December 31, 2020 |
|||||||
Volatility |
% | % | ||||||
Stock price |
$ | $ | ||||||
Expected life of the options to convert |
||||||||
Risk-free rate |
% | % | ||||||
Dividend yield |
% | % |
Derivative warrant liabilities at October 16, 2020 (inception) |
$ | |||
Issuance of Public and Private Warrants |
||||
Change in fair value of derivative warrant liabilities |
||||
|
|
|||
Derivative warrant liabilities at December 31, 2020 |
$ | |||
|
|
June 30, 2021 |
December 31, 2020 |
|||||||
(Unaudited) |
||||||||
Assets |
||||||||
Current assets: |
||||||||
Cash |
$ | $ | ||||||
Prepaid expenses |
||||||||
|
|
|
|
|||||
Total current assets |
||||||||
Cash held in Trust Account |
||||||||
|
|
|
|
|||||
Total Assets |
$ |
$ |
||||||
|
|
|
|
|||||
Liabilities and Shareholders’ Equity |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | $ | ||||||
Accrued expenses |
||||||||
|
|
|
|
|||||
Total current liabilities |
||||||||
Deferred legal fees |
||||||||
Deferred underwriting commissions |
||||||||
Derivative warrant liabilities |
||||||||
|
|
|
|
|||||
Total liabilities |
||||||||
Commitments and Contingencies |
||||||||
Class A ordinary shares, $ |
||||||||
Shareholders’ Equity |
||||||||
Preference shares, $ |
||||||||
Class A ordinary shares, $ |
||||||||
Class B ordinary shares, $ |
||||||||
Additional paid-in capital |
||||||||
Accumulated deficit |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Total shareholders’ equity |
||||||||
|
|
|
|
|||||
Total Liabilities and Shareholders’ Equity |
$ |
$ |
||||||
|
|
|
|
For The Three Months Ended June 30, 2021 |
For The Six Months Ended June 30, 2021 |
|||||||
General and administrative expenses |
$ | $ | ||||||
|
|
|
|
|||||
Loss from operations |
( |
) | ( |
) | ||||
Other income / (expense) |
||||||||
Change in fair value of derivative warrant liabilities |
( |
) | ||||||
|
|
|
|
|||||
Net income (loss) |
$ | ( |
) | $ | ||||
|
|
|
|
|||||
Weighted average Class A ordinary shares outstanding, basic and diluted |
||||||||
|
|
|
|
|||||
Basic and diluted net income per ordinary share, Class A |
$ | $ | ||||||
|
|
|
|
|||||
Weighted average Class B ordinary shares outstanding, basic and diluted |
||||||||
|
|
|
|
|||||
Basic and diluted net income (loss) per ordinary share, Class B |
$ | ( |
) | $ | ||||
|
|
|
|
Ordinary Shares |
Total |
|||||||||||||||||||||||||||
Class A |
Class B |
Additional Paid-in |
Accumulated |
Shareholders’ |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Capital |
Deficit |
Equity |
||||||||||||||||||||||
Balance - December 31, 2020 |
$ |
$ |
$ |
$ |
( |
) |
$ |
|||||||||||||||||||||
Offering costs |
— | — | — | — | ( |
) | — | ( |
) | |||||||||||||||||||
Shares subject to possible redemption |
( |
) | ( |
) | — | — | ( |
) | — | ( |
) | |||||||||||||||||
Net income |
— | — | — | — | — | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance - March 31, 2021 (Unaudited) |
( |
) |
||||||||||||||||||||||||||
Offering costs |
— |
— |
— |
— |
( |
) | — |
( |
) | |||||||||||||||||||
Shares subject to possible redemption |
— |
— |
— |
|||||||||||||||||||||||||
Net loss |
— |
— |
— |
— |
— |
( |
) | ( |
) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance - June 30, 2021 (Unaudited) |
$ |
$ |
$ |
$ |
( |
) |
$ |
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Operating Activities: |
||||
Net income |
$ | |||
Adjustment to reconcile net income to net cash used in operating activities: |
||||
Change in fair value of derivative warrant liabilities |
( |
) | ||
Changes in operating assets and liabilities: |
||||
Prepaid expenses |
||||
Accounts payable |
||||
Accrued expenses |
||||
|
|
|||
Net cash used in operating activities |
( |
) | ||
|
|
|||
Cash Flows from Financing Activities: |
||||
Offering costs paid |
( |
) | ||
|
|
|||
Net cash used in financing activities |
( |
) | ||
|
|
|||
Net change in cash |
( |
) | ||
Cash - beginning of the period |
||||
|
|
|||
Cash - end of the period |
$ |
|||
|
|
|||
Supplemental disclosure of noncash financing activities: |
||||
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 |
|||||||
Class A Ordinary shares subject to possible redemption |
||||||||
Numerator: Earnings allocable to Ordinary shares subject to possible redemption |
||||||||
Income from investments held in Trust Account |
$ | $ | ||||||
Less: Company’s portion available to be withdrawn to pay taxes |
||||||||
|
|
|
|
|||||
Net income attributable |
$ |
$ |
||||||
|
|
|
|
|||||
Denominator: Weighted average Class A ordinary shares subject to possible redemption |
||||||||
Basic and diluted weighted average shares outstanding |
||||||||
|
|
|
|
|||||
Basic and diluted net income per share |
$ |
$ |
||||||
|
|
|
|
For The Three Months Ended June 30, 2021 |
For The Six Months Ended June 30, 2021 |
|||||||
Non-Redeemable Ordinary Shares |
||||||||
Numerator: Net Income (Loss) minus Net Earnings |
||||||||
Net income (loss) |
$ | ( |
) | $ | ||||
Net income allocable to Class A ordinary shares subject to possible redemption |
||||||||
|
|
|
|
|||||
Non-redeemable net income (loss) |
$ |
( |
) |
$ |
||||
|
|
|
|
|||||
Denominator: Weighted average Non-redeemable ordinary shares |
||||||||
Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares |
||||||||
|
|
|
|
|||||
Basic and diluted net loss per share, Non-redeemable ordinary shares |
$ |
( |
) |
$ |
||||
|
|
|
|
• | 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) |
|||||||||
Liabilities: |
||||||||||||
Derivative warrant liabilities - Public |
$ | $ | $ | |
||||||||
Derivative warrant liabilities - Private |
$ | $ | $ |
Description |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
|||||||||
Liabilities: |
||||||||||||
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 |
( |
) | ||
|
|
|||
Level 3 - Derivative warrant liabilities at March 31, 2021 |
$ | |||
Transfer of Private Warrants out of level 3 |
( |
) | ||
|
|
|||
Level 3 - Derivative warrant liabilities at June 30, 2021 |
$ | |||
|
|
December 31, |
||||||||
2020 |
2019 |
|||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | $ | ||||||
Restricted cash |
||||||||
Short-term investments |
||||||||
Accounts receivable, net |
||||||||
Prepaid expenses and other current assets |
||||||||
|
|
|
|
|||||
Total current assets |
||||||||
|
|
|
|
|||||
Property and equipment, net |
||||||||
Intangible assets, net |
||||||||
Other assets |
||||||||
|
|
|
|
|||||
Total assets |
$ | $ | ||||||
|
|
|
|
|||||
LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | $ | ||||||
Accrued expenses and other current liabilities |
||||||||
Short-term debt |
||||||||
|
|
|
|
|||||
Total current liabilities |
||||||||
|
|
|
|
|||||
Long-term debt, net of discount |
||||||||
Long-term convertible loan, at fair value (related party carrying value of $ |
||||||||
Redeemable convertible preferred stock warrant liability |
||||||||
|
|
|
|
|||||
Total liabilities |
||||||||
|
|
|
|
|||||
COMMITMENTS AND CONTINGENCIES (Note 17) |
||||||||
REDEEMABLE CONVERTIBLE PREFERRED STOCK |
||||||||
Redeemable convertible preferred stock, $ |
||||||||
authorized, |
||||||||
and 2019, respectively; and aggregate liquidation preference of |
||||||||
$ |
||||||||
STOCKHOLDERS’ DEFICIT |
||||||||
Common stock, $ par value, |
||||||||
|
||||||||
December 31, 2020 and 2019, respectively |
||||||||
Additional paid-in |
||||||||
Accumulated other comprehensive income |
||||||||
Accumulated deficit |
( |
( |
||||||
|
|
|
|
|||||
Total stockholders’ deficit |
( |
( |
||||||
|
|
|
|
|||||
Total liabilities, redeemable convertible preferred stock and stockholders’ deficit |
$ | $ | ||||||
|
|
|
|
Years Ended December 31, |
||||||||
2020 |
2019 |
|||||||
Revenue |
$ | $ | ||||||
Operating expenses: |
||||||||
Cost of revenue |
||||||||
Operations and technology |
||||||||
General and administrative |
||||||||
|
|
|
|
|||||
Total operating expenses |
||||||||
|
|
|
|
|||||
Loss from operations |
( |
( |
||||||
Unrealized loss on long-term convertible loan |
( |
|||||||
Interest expense |
( |
( |
||||||
Interest income |
||||||||
Other expense |
( |
( |
||||||
|
|
|
|
|||||
Loss before provision for income taxes |
( |
( |
||||||
Provision for income taxes |
||||||||
|
|
|
|
|||||
Net loss |
$ | ( |
$ | ( |
||||
|
|
|
|
|||||
Other comprehensive loss, net of tax |
||||||||
Net unrealized loss on investment |
( |
|||||||
Cumulative translation adjustment |
||||||||
|
|
|
|
|||||
Total comprehensive loss |
$ | ( |
$ | ( |
||||
|
|
|
|
|||||
Net loss per share, basic and diluted |
$ | ( |
$ | ( |
||||
|
|
|
|
|||||
Weighted average shares used in computing net loss per share, basic and diluted |
||||||||
|
|
|
|
Redeemable Convertible Preferred Stock |
Common Stock |
Additional Paid-In Capital |
Accumulated Other Comprehensive Income |
Accumulated Deficit |
Total Stockholders’ Deficit |
|||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||||||
Balances at January 1, 2019 |
$ | $ | $ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||||||||||||
Issuance of common stock upon exercise of stock options |
— | — | — | — | — | |||||||||||||||||||||||||||
Issuance of Series B redeemable convertible preferred stock (net of issuance costs) |
— | — | — | — | — | — | ||||||||||||||||||||||||||
Issuance of Series C redeemable convertible preferred stock (net of issuance costs) |
— | — | — | — | — | — | ||||||||||||||||||||||||||
Stock-based compensation |
— | — | — | — | — | — | ||||||||||||||||||||||||||
Net unrealized loss on short term investments |
— | — | — | — | — | ( |
) | — | ( |
) | ||||||||||||||||||||||
Foreign currency translation adjustments |
— | — | — | — | — | — | ||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balances at December 31, 2019 |
$ | $ | $ | $ | $ | ( |
) | ( |
) | |||||||||||||||||||||||
Issuance of common stock upon exercise of stock options |
— | — | — | — | — | |||||||||||||||||||||||||||
Issuance of warrants |
— | — | — | — | — | — | ||||||||||||||||||||||||||
Stock-based compensation |
— | — | — | — | — | — | ||||||||||||||||||||||||||
Foreign currency translation adjustments |
— | — | — | — | — | — | ||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balances at December 31, 2020 |
$ | $ | $ | $ | $ | ( |
) | ( |
) | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended December 31, |
||||||||
2020 |
2019 |
|||||||
Cash flows from operating activities: |
||||||||
Net loss |
$ | ( |
) | $ | ( |
) | ||
Adjustments to reconcile net loss to net cash used in operations: |
||||||||
Depreciation and amortization |
||||||||
Loss (gain) on asset disposal |
( |
) | ||||||
Net accretion of discount on investments |
||||||||
Stock-based compensation |
||||||||
Accretion of debt discount |
||||||||
Revaluation of warrants |
||||||||
Foreign currency transaction loss |
||||||||
Revaluation of convertible debt |
||||||||
Changes in operating assets and liabilities: |
||||||||
Accounts receivable |
( |
) | ||||||
Prepaid expenses and other current assets |
( |
) | ( |
) | ||||
Other assets |
( |
) | ( |
) | ||||
Accounts payable |
( |
) | ||||||
Accrued expenses and other current liabilities |
||||||||
|
|
|
|
|||||
Net cash used in operating activities |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Cash flows from investing activities: |
||||||||
Purchases of property and equipment |
( |
) | ( |
) | ||||
Proceeds from maturity of available-for-sale |
||||||||
Purchase of investments |
( |
) | ||||||
|
|
|
|
|||||
Net cash provided by (used in) investing activities |
( |
) | ||||||
|
|
|
|
|||||
Cash flows from financing activities: |
||||||||
Payment of deferred financing costs |
( |
) | ||||||
Proceeds from issuance of Blue Torch loan and warrants |
||||||||
Proceeds from PPP loan |
||||||||
Proceeds from convertible loan |
||||||||
Payment of TriplePoint loan |
( |
) | ||||||
Proceeds from issuance of redeemable convertible preferred stock |
||||||||
Issuance costs associated with issuance of redeemable convertible preferred stock |
( |
) | ||||||
Proceeds from exercises of stock options |
||||||||
|
|
|
|
|||||
Net cash provided by financing activities |
||||||||
|
|
|
|
|||||
Effect of exchange rate on cash, cash equivalents and restricted cash |
( |
) | ||||||
Net (decrease) increase in cash, cash equivalents and restricted cash |
( |
) | ||||||
Cash, cash equivalents and restricted cash, beginning of year |
||||||||
|
|
|
|
|||||
Cash, cash equivalents and restricted cash, end of year |
$ | $ | ||||||
|
|
|
|
|||||
Supplemental disclosure of cash flow information: |
||||||||
Cash paid during the year for interest |
$ | $ | ||||||
Cash paid during the year for income taxes |
$ | $ | ||||||
Supplemental disclosure of non-cash financing activity: |
||||||||
Deferred success fee |
$ | $ | ||||||
Non-cash interest |
$ | $ |
1. |
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION |
2. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
December 31, |
||||||||
2020 |
2019 |
|||||||
Reconciliation of cash, cash equivalents and restricted cash: |
||||||||
Cash and cash equivalents |
$ | $ | ||||||
Restricted cash |
||||||||
|
|
|
|
|||||
Total cash, cash equivalents and restricted cash |
$ | $ | ||||||
|
|
|
|
Property and Equipment |
Useful Life | |
Office equipment | ||
Computer equipment | ||
Vehicles | ||
Leasehold improvements | ||
Furniture and fixtures |
• | Identification of the contract with a customer; |
• | Identification of the performance obligations in the contract; |
• | Determination of the transaction price; |
• | Allocation of the transaction price to the performance obligations in the contract; and |
• | Recognition of revenue when, or as, the Company satisfies a performance obligation. |
Chargebacks |
||||
Balance as of January 1, 2019 |
$ | |||
Provision |
||||
Credits/payments made |
||||
|
|
|||
Balance as of December 31, 2019 |
||||
Provision |
||||
Credits/payments made |
( |
) | ||
|
|
|||
Balance as of December 31, 2020 |
$ | |||
|
|
Years Ended December 31, |
||||||||
2020 |
2019 |
|||||||
Risk-free interest rate |
% | % | ||||||
Expected term (in years) |
||||||||
Expected volatility |
% | % | ||||||
Expected dividend yield |
% | % | ||||||
Fair value of common stock |
$ | $ |
3. |
SHORT-TERM INVESTMENTS |
December 31, 2019 |
||||||||||||||||
Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
Fair Value |
|||||||||||||
U.S. Treasury bills |
$ | $ | $ | $ | ||||||||||||
U.S. Government securities |
( |
) | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total short-term investments |
$ | $ | $ | ( |
) | $ | ||||||||||
|
|
|
|
|
|
|
|
4. |
FAIR VALUE MEASUREMENTS |
Fair Value Measurements at December 31, 2020 Using: |
||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||
Liabilities: |
||||||||||||||||
Redeemable convertible preferred stock warrant liability |
$ | $ | $ | $ | ||||||||||||
Convertible loan |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total financial liabilities |
$ | $ | $ | $ | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Fair Value Measurements at December 31, 2019 Using: |
||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||
Assets: |
||||||||||||||||
Cash |
$ | |||||||||||||||
Money market funds |
||||||||||||||||
U.S. Treasury bills |
||||||||||||||||
U.S. Government securities |
||||||||||||||||
Repurchase agreements |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total cash and cash equivalents |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
U.S. Treasury bills |
||||||||||||||||
U.S. Government securities |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total short-term investments |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total financial assets |
$ | $ | $ | $ | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Liabilities: |
||||||||||||||||
Redeemable convertible preferred stock warrant liability |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total financial liabilities |
$ | $ | $ | $ | ||||||||||||
|
|
|
|
|
|
|
|
5. |
PROPERTY AND EQUIPMENT, NET |
December 31, |
||||||||
2020 |
2019 |
|||||||
Leasehold improvements |
$ | $ | ||||||
Furniture and fixtures |
||||||||
Office equipment |
||||||||
Computer equipment |
||||||||
Vehicles |
||||||||
|
|
|
|
|||||
Less: accumulated depreciation |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Property and equipment, net |
$ | $ | ||||||
|
|
|
|
6. |
INTANGIBLE ASSETS, NET |
December 31, |
||||||||
2020 |
2019 |
|||||||
Domain Name |
$ | |||||||
Less: accumulated amortization |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Intangible assets, net |
$ | $ | ||||||
|
|
|
|
Years Ending December 31, |
||||
2021 |
$ | |||
2022 |
||||
2023 |
||||
2024 |
||||
2025 |
||||
Thereafter |
||||
|
|
|||
Total estimated future amortization expense |
$ | |||
|
|
7. |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES |
December 31, |
||||||||
2020 |
2019 |
|||||||
Accrued salaries and wages |
$ | $ | ||||||
Deferred rent |
||||||||
Accrued payables |
||||||||
Accrued tax |
||||||||
Accrued vacation and benefits |
||||||||
Accrued other |
||||||||
|
|
|
|
|||||
Total accrued expenses and other current liabilities |
$ | $ | ||||||
|
|
|
|
8. |
DEBT |
Years Ending December 31, |
Total |
|||
2021 |
$ | |||
2022 |
||||
2023 |
||||
2024 |
||||
2025 |
||||
Thereafter |
||||
|
|
|||
Subtotal |
||||
Fair value premium of convertible loan |
||||
Deferred financing costs and unamortized discount |
( |
) | ||
|
|
|||
Total |
$ | |||
|
|
9. |
STOCK WARRANTS |
Balance at January 1, 2019 |
$ | |||
Change in fair value |
||||
Balance at December 31, 2019 |
||||
Change in fair value |
||||
Balance at December 31, 2020 |
$ | |||
10. |
REDEEMABLE CONVERTIBLE PREFERRED STOCK |
Preferred Shares Authorized |
Preferred Shares Issued and Outstanding |
Issuance Price Per Share |
Conversion Price Per Share |
Carrying Value |
Liquidation Preference |
|||||||||||||||||||
Series Seed |
$ | $ | $ | $ | ||||||||||||||||||||
Series A |
||||||||||||||||||||||||
Series B |
||||||||||||||||||||||||
Series C |
||||||||||||||||||||||||
Total |
$ | $ | ||||||||||||||||||||||
11. |
COMMON STOCK |
December 31, |
||||||||
2020 |
2019 |
|||||||
Conversion of redeemable convertible preferred stock |
||||||||
Warrants to purchase redeemable convertible preferred stock |
||||||||
Options outstanding under the Equity Incentive Plan |
||||||||
Options available for future grant under the Equity Incentive Plan |
||||||||
|
|
|
|
|||||
Total |
||||||||
|
|
|
|
12. |
STOCK-BASED COMPENSATION |
Number of Shares |
Weighted Average Exercise Price |
Remaining Contractual Term (In Years) |
Aggregate Intrinsic Value |
|||||||||||||
Balance at January 1, 2019 |
$ | $ | ||||||||||||||
Options granted |
||||||||||||||||
Options exercised |
( |
) | ||||||||||||||
Options cancelled |
( |
) | ||||||||||||||
|
|
|||||||||||||||
Balance at December 31, 2019 |
$ | |||||||||||||||
Options granted |
||||||||||||||||
Options exercised |
( |
) | ||||||||||||||
Options cancelled |
( |
) | ||||||||||||||
|
|
|||||||||||||||
Balance at December 31, 2020 |
$ | |||||||||||||||
|
|
|||||||||||||||
Options exercisable as of December 31, 2020 |
$ | |||||||||||||||
|
|
|||||||||||||||
Vested and expected to vest—December 31, 2020 |
$ | $ | ||||||||||||||
|
|
Years Ended December 31, |
||||||||
2020 |
2019 |
|||||||
Cost of revenue |
$ | $ | ||||||
Operations and technology |
||||||||
General and administrative |
||||||||
|
|
|
|
|||||
Total stock-based compensation expense |
$ | $ | ||||||
|
|
|
|
13. |
INCOME TAXES |
Years Ended December 31, |
||||||||
2020 |
2019 |
|||||||
Federal |
$ | ( |
) | $ | ( |
) | ||
Foreign |
||||||||
|
|
|
|
|||||
Loss before provision for income taxes |
$ | ( |
) | $ | ( |
) | ||
|
|
|
|
Years Ended December 31, |
||||||||
2020 |
2019 |
|||||||
Federal statutory rate |
% | % | ||||||
Effect of: |
||||||||
State statutory rate, net of federal tax benefit |
% | % | ||||||
Foreign tax |
( |
%) | ( |
%) | ||||
Change in valuation allowance |
( |
%) | ( |
%) | ||||
Loss on Convertible Loan |
( |
%) | — | |||||
Other |
( |
%) | ( |
%) | ||||
|
|
|
|
|||||
Total |
( |
%) | ( |
%) | ||||
|
|
|
|
Years Ended December 31, |
||||||||
2020 |
2019 |
|||||||
Current provision: |
||||||||
Federal |
$ | $ | ||||||
State |
||||||||
Foreign |
||||||||
|
|
|
|
|||||
Total current provision |
||||||||
|
|
|
|
|||||
Deferred provision: |
||||||||
Federal |
||||||||
State |
||||||||
Foreign |
||||||||
|
|
|
|
|||||
Total deferred provision |
||||||||
|
|
|
|
|||||
Provision for income taxes |
$ | $ | ||||||
|
|
|
|
December 31, |
||||||||
2020 |
2019 |
|||||||
Deferred tax assets: |
||||||||
Net operating loss carryforwards |
$ | $ | ||||||
Accruals and reserves |
||||||||
Property and equipment |
||||||||
|
|
|
|
|||||
Total deferred tax asset before valuation allowance |
||||||||
Valuation allowance |
( |
) | ( |
) | ||||
Deferred tax assets, net of valuation allowance |
$ | $ | ||||||
|
|
|
|
Gross unrecognized tax benefits at January 1, 2019 |
$ | |||
Increase for tax positions during 2019 |
||||
|
|
|||
Gross unrecognized tax benefits at December 31, 2019 |
||||
Increase for tax positions during 2020 |
||||
|
|
|||
Gross unrecognized tax benefits at December 31, 2020 |
$ | |||
|
|
14. |
NET LOSS PER SHARE |
Year Ended December 31, |
||||||||
2020 |
2019 |
|||||||
Numerator: |
||||||||
Net loss |
$ | ( |
) | $ | ( |
) | ||
Denominator: |
||||||||
Weighted-average common shares outstanding—basic and diluted |
||||||||
|
|
|
|
|||||
Net loss per share—basic and diluted |
$ | ( |
) | $ | ( |
) | ||
|
|
|
|
December 31, |
||||||||
2020 |
2019 |
|||||||
Conversion of redeemable convertible preferred stock |
||||||||
Warrants to purchase redeemable convertible preferred stock |
||||||||
Options to purchase common stock |
||||||||
Conversion of convertible loan |
||||||||
|
|
|
|
|||||
Total common stock equivalents |
||||||||
|
|
|
|
15. |
SEGMENT INFORMATION |
• | North America: The North America segment consist of operations within the United States and Canada. |
• | Europe: The Europe segment consists of operations withing the United Kingdom. |
For the Year Ended December 31, 2020 |
||||||||||||
North America |
Europe |
Total |
||||||||||
Revenue |
$ | $ | $ | |||||||||
Segment loss |
( |
) | ( |
) | ( |
) | ||||||
Unallocated corporate expenses: |
||||||||||||
Operations and technology |
( |
) | ||||||||||
General and administrative |
( |
) | ||||||||||
|
|
|||||||||||
Loss from operations |
$ | ( |
) | |||||||||
|
|
|||||||||||
For the Year Ended December 31, 2019 |
||||||||||||
North America |
Europe |
Total |
||||||||||
Revenue |
$ | $ | $ | |||||||||
Segment loss |
( |
) | ( |
) | ( |
) | ||||||
Unallocated corporate expenses: |
||||||||||||
Operations and technology |
( |
) | ||||||||||
General and administrative |
( |
) | ||||||||||
|
|
|||||||||||
Loss from operations |
$ | ( |
) | |||||||||
|
|
As of December 31, |
||||||||
2020 |
2019 |
|||||||
North America |
$ | $ | ||||||
Europe |
||||||||
|
|
|
|
|||||
Total long-lived assets |
$ | $ | ||||||
|
|
|
|
16. |
EMPLOYEE BENEFIT PLANS |
17. |
COMMITMENTS AND CONTINGENCIES |
Years Ending December 31, |
||||
2021 |
$ | |||
2022 |
||||
2023 |
||||
2024 |
||||
2025 |
||||
Thereafter |
||||
|
|
|||
Total minimum lease payments |
$ | |||
|
|
18. |
RISKS AND UNCERTAINTIES |
19. |
SUBSEQUENT EVENTS |
June 30, 2021 |
December 31, 2020 |
|||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | $ | ||||||
Restricted cash |
||||||||
Accounts receivable, net |
||||||||
Prepaid expenses and other current assets |
||||||||
|
|
|
|
|||||
Total current assets |
||||||||
|
|
|
|
|||||
Property and equipment, net |
||||||||
Intangible assets, net |
||||||||
Other assets |
||||||||
|
|
|
|
|||||
Total assets |
$ | $ | ||||||
|
|
|
|
|||||
LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | $ | ||||||
Accrued expenses and other current liabilities |
||||||||
Short-term debt |
||||||||
Short-term convertible loans, at fair value (related party carrying value of $ |
||||||||
|
|
|
|
|||||
Total current liabilities |
||||||||
|
|
|
|
|||||
Long-term debt, net of discount |
||||||||
Long-term convertible loans, at fair value (related party carrying value of $ |
||||||||
Redeemable convertible preferred stock warrant liability |
||||||||
|
|
|
|
|||||
Total liabilities |
||||||||
|
|
|
|
|||||
COMMITMENTS AND CONTINGENCIES (Note 16) |
||||||||
REDEEMABLE CONVERTIBLE PREFERRED STOCK |
||||||||
Redeemable convertible preferred stock, $ |
||||||||
STOCKHOLDERS’ DEFICIT |
||||||||
Common stock, $ par value, |
||||||||
Additional paid-in capital |
||||||||
Accumulated other comprehensive income |
||||||||
Accumulated deficit |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Total stockholders’ deficit |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Total liabilities, redeemable convertible preferred stock and stockholders’ deficit |
$ | $ | ||||||
|
|
|
|
ENJOY |
TECHNOLOGY INC. |
Six months ended June 30, |
||||||||
2021 |
2020 |
|||||||
Revenue |
$ | $ | ||||||
Operating expenses: |
||||||||
Cost of revenue |
||||||||
Operations and technology |
||||||||
General and administrative |
||||||||
|
|
|
|
|||||
Total operating expenses |
||||||||
|
|
|
|
|||||
Loss from operations |
( |
) | ( |
) | ||||
Unrealized loss on long-term convertible loan |
( |
) | ||||||
Interest expense |
( |
) | ( |
) | ||||
Interest income |
||||||||
Other income (expense), net |
( |
) | ||||||
|
|
|
|
|||||
Loss before provision for income taxes |
( |
) | ( |
) | ||||
Provision for income taxes |
||||||||
|
|
|
|
|||||
Net loss |
$ | ( |
) | $ | ( |
) | ||
|
|
|
|
|||||
Other comprehensive loss, net of tax |
||||||||
Cumulative translation adjustment |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Total comprehensive loss |
$ | ( |
) | $ | ( |
) | ||
|
|
|
|
|||||
Net loss per share, basic and diluted |
$ | ( |
) | $ | ( |
) | ||
|
|
|
|
|||||
Weighted average shares used in computing net loss per share, basic and diluted |
||||||||
|
|
|
|
Redeemable Convertible Preferred Stock |
Common Stock |
Additional Paid-In Capital |
Accumulated Other Comprehensive Income |
Accumulated Deficit |
Total Stockholders’ Deficit |
|||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||||||
Balances at December 31, 2019 |
$ | $ | $ | $ | $ | ( |
) | ( |
) | |||||||||||||||||||||||
Issuance of common stock upon exercise of stock options |
— | — | — | — | — | |||||||||||||||||||||||||||
Stock-based compensation |
— | — | — | — | ||||||||||||||||||||||||||||
Foreign currency translation adjustments |
— | — | — | — | — | ( |
) | — | ( |
) | ||||||||||||||||||||||
Net loss |
— | — | — | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balances at June 30, 2020 |
( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Redeemable Convertible Preferred Stock |
Common Stock |
Additional Paid-In Capital |
Accumulated Other Comprehensive Income |
Accumulated Deficit |
Total Stockholders’ Deficit |
|||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||||||
Balances at December 31, 2020 |
$ | $ | $ | $ | $ | ( |
) | ( |
) | |||||||||||||||||||||||
Issuance of Series C redeemable convertible preferred stock |
— | — | — | — | — | — | ||||||||||||||||||||||||||
Issuance of common stock upon exercise of stock options |
— | — | — | — | — | |||||||||||||||||||||||||||
Gain on extinguishment of convertible loan |
— | — | — | — | — | — | ||||||||||||||||||||||||||
Stock-based compensation |
— | — | — | — | — | — | ||||||||||||||||||||||||||
Foreign currency translation adjustments |
— | — | — | — | — | ( |
) | — | ( |
) | ||||||||||||||||||||||
Net loss |
— | — | — | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balances at June 30, 2021 |
( |
) | ( |
) | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended June 30, |
||||||||
2021 |
2020 |
|||||||
Cash flows from operating activities: |
||||||||
Net loss |
$ | ( |
) | $ | ( |
) | ||
Adjustments to reconcile net loss to net cash used in operations: |
||||||||
Depreciation and amortization |
||||||||
Stock-based compensation |
||||||||
Net amortization of premium on short-term investments |
||||||||
Accretion of debt discount |
||||||||
Revaluation of warrants |
( |
) | ||||||
Foreign currency transaction loss |
||||||||
Unrealized loss on long-term convertible loan |
||||||||
Changes in operating assets and liabilities: |
||||||||
Accounts receivable |
||||||||
Prepaid expenses and other current assets |
( |
) | ( |
) | ||||
Other assets |
( |
) | ( |
) | ||||
Accounts payable |
( |
) | ||||||
Accrued expenses and other current liabilities |
||||||||
|
|
|
|
|||||
Net cash used in operating activities |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Cash flows from investing activities: |
||||||||
Purchases of property and equipment |
( |
) | ( |
) | ||||
Purchases of short-term investments |
( |
) | ||||||
Maturities of short-term investments |
||||||||
|
|
|
|
|||||
Net cash (used in) provided by investing activities |
( |
) | ||||||
|
|
|
|
|||||
Cash flows from financing activities: |
||||||||
Proceeds from convertible loan |
||||||||
Proceeds from issuance of redeemable convertible preferred stock |
||||||||
Proceeds from exercises of stock options |
||||||||
Proceeds from PPP loan |
||||||||
Payment of TPC loan |
( |
) | ||||||
Payment of deferred transaction costs related to merger |
( |
) | ||||||
|
|
|
|
|||||
Net cash provided by financing activities |
||||||||
|
|
|
|
|||||
Effect of exchange rate on cash, cash equivalents and restricted cash |
( |
) | ||||||
Net increase (decrease) in cash, cash equivalents and restricted cash |
( |
) | ||||||
Cash, cash equivalents and restricted cash, beginning of period |
||||||||
|
|
|
|
|||||
Cash, cash equivalents and restricted cash, end of period |
$ | $ | ||||||
|
|
|
|
|||||
Supplemental disclosure of cash flow information: |
||||||||
Cash paid during the year for interest |
$ | $ | ||||||
Supplemental disclosure of non-cash investing and financing activity: |
||||||||
Non-cash interest |
$ | $ | ||||||
Fixed assets included in accounts payable |
$ | $ | ||||||
Deferred transaction costs included in accounts payable |
$ | $ | ||||||
Deferred transaction costs included in accrued expenses |
$ | $ | ||||||
Gain on extinguishment of convertible loan |
$ | $ |
1. |
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION |
2. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
3. |
FAIR VALUE MEASUREMENTS |
June 30, 2021 |
||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||
Liabilities: |
||||||||||||||||
Redeemable convertible preferred stock warrant liability |
$ | $ | $ | $ | ||||||||||||
Convertible loans |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total financial liabilities |
$ | $ | $ | $ | ||||||||||||
|
|
|
|
|
|
|
|
December 31, 2020 |
||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||
Liabilities: |
||||||||||||||||
Redeemable convertible preferred stock warrant liability |
$ | $ | $ | $ | ||||||||||||
Convertible loan |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total financial liabilities |
$ | $ | $ | $ | ||||||||||||
|
|
|
|
|
|
|
|
4. |
PROPERTY AND EQUIPMENT, NET |
June 30, 2021 |
December 31, 2020 |
|||||||
Leasehold improvements |
$ | $ | ||||||
Furniture and fixtures |
||||||||
Office equipment |
||||||||
Computer equipment |
||||||||
Vehicles |
||||||||
|
|
|
|
|||||
Less: accumulated depreciation |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Property and equipment, net |
$ | $ | ||||||
|
|
|
|
5. |
INTANGIBLE ASSETS, NET |
June 30, 2021 |
December 31, 2020 |
|||||||
Domain Name |
$ | $ | ||||||
Less: accumulated amortization |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Intangible assets, net |
$ | $ | ||||||
|
|
|
|
6. |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES |
June 30, 2021 |
December 31, 2020 |
|||||||
Accrued salaries and wages |
$ | $ | ||||||
Deferred rent |
||||||||
Accrued payables |
||||||||
Accrued tax |
||||||||
Accrued vacation and benefits |
||||||||
Accrued other |
||||||||
|
|
|
|
|||||
Total accrued expenses and other current liabilities |
$ | $ | ||||||
|
|
|
|
7. |
DEBT |
Balance at December 31, 2020 |
$ | |||
Debt extinguishment of convertible loans |
( |
) | ||
Change in fair value |
||||
Proceeds from issuance of convertible loans |
||||
Balance as of June 30, 2021 |
$ | |||
June 30, 2021 |
December 31, 2020 |
|||||||
Paycheck Protection Program Loan principal |
$ | $ | ||||||
Blue Torch Loan principal |
||||||||
Deferred financing costs and unamortized discount |
( |
) | ( |
) | ||||
Less: current portion |
( |
) | ( |
) | ||||
Long-term debt, net of discount |
$ | $ | ||||||
Convertible loans principal |
$ | $ | ||||||
Fair value premium of convertible loans |
||||||||
Less current portion of: |
||||||||
Principal |
( |
) | — | |||||
Fair value premium of Convertible Loan |
( |
) | $ | — | ||||
Long-term convertible loans, at fair value |
$ | $ | ||||||
8. |
STOCK WARRANTS |
Balance at December 31, 2020 |
$ | |||
Change in fair value |
( |
) | ||
Balance at June 30, 2021 |
$ | |||
Balance at December 31, 2019 |
$ | |||
Change in fair value |
||||
Balance at June 30, 2020 |
$ | |||
9. |
REDEEMABLE CONVERTIBLE PREFERRED STOCK |
June 30, 2021 |
||||||||||||||||||||||||
Preferred Shares Authorized |
Preferred Shares Issued and Outstanding |
Issuance Price Per Share |
Conversion Price Per Share |
Carrying Value |
Liquidation Preference |
|||||||||||||||||||
Series Seed |
$ | $ | $ | $ | ||||||||||||||||||||
Series A |
||||||||||||||||||||||||
Series B |
||||||||||||||||||||||||
Series C |
||||||||||||||||||||||||
Total |
$ | $ | ||||||||||||||||||||||
December 31, 2020 |
||||||||||||||||||||||||
Preferred Shares Authorized |
Preferred Shares Issued and Outstanding |
Issuance Price Per Share |
Conversion Price Per Share |
Carrying Value |
Liquidation Preference |
|||||||||||||||||||
Series Seed |
$ | $ | $ | $ | ||||||||||||||||||||
Series A |
||||||||||||||||||||||||
Series B |
||||||||||||||||||||||||
Series C |
||||||||||||||||||||||||
Total |
$ | $ | ||||||||||||||||||||||
10. |
COMMON STOCK |
June 30, 2021 |
December 31, 2020 |
|||||||
Conversion of redeemable convertible preferred stock |
||||||||
Warrants to purchase redeemable convertible preferred stock |
||||||||
Shares available for grant under 2014 Equity Incentive Plan |
||||||||
Conversion of convertible loan |
||||||||
|
|
|
|
|||||
Total common stock equivalents |
||||||||
|
|
|
|
11. |
STOCK-BASED COMPENSATION |
Six Months Ended June 30, |
||||||||
2021 |
2020 |
|||||||
Cost of revenue |
$ | $ | ||||||
Operations and technology |
||||||||
General and administrative |
||||||||
|
|
|
|
|||||
Total stock-based compensation expense |
$ | $ | ||||||
|
|
|
|
Number of Shares |
Weighted Average Exercise Price |
Weighted Average Remaining Contractual Term (In Years) |
Aggregate Intrinsic Value |
|||||||||||||
Balance at December 31, 2020 |
$ | |||||||||||||||
Options granted |
||||||||||||||||
Options exercised |
( |
) | ||||||||||||||
Options cancelled |
( |
) | ||||||||||||||
|
|
|||||||||||||||
Balance at June 30, 2021 |
$ | |||||||||||||||
|
|
|||||||||||||||
Options exercisable as of June 30, 2021 |
$ | |||||||||||||||
|
|
|||||||||||||||
Vested and expected to vest—June 30, 2021 |
$ | |||||||||||||||
|
|
Number of RSUs |
Weighted-Average Grant Date Fair Value per Share |
Aggregate Intrinsic Value |
||||||||||
Outstanding at December 31, 2020 |
$ | $ | ||||||||||
Granted |
||||||||||||
Released |
||||||||||||
Cancelled/Forfeited |
||||||||||||
|
|
|||||||||||
Outstanding at June 30, 2021 |
$ | $ | ||||||||||
|
|
12. |
INCOME TAXES |
13. |
NET LOSS PER SHARE |
Six months ended June 30, |
||||||||
2021 |
2020 |
|||||||
Numerator: |
||||||||
Net loss |
$ | ( |
) | $ | ( |
) | ||
Denominator: |
||||||||
Weighted-average common shares outstanding—basic and diluted |
||||||||
|
|
|
|
|||||
Net loss per share—basic and diluted |
$ | ( |
) | $ | ( |
) |
Six months ended June 30, |
||||||||
2021 |
2020 |
|||||||
Conversion of redeemable convertible preferred stock |
||||||||
Warrants to purchase redeemable convertible preferred stock |
||||||||
Options to purchase common stock |
||||||||
Restricted stock units |
||||||||
Conversion of convertible loan |
||||||||
|
|
|
|
|||||
Total common stock equivalents |
||||||||
|
|
|
|
• | North America: The North America segment consist of operations within the United States and Canada. |
• | Europe: The Europe segment consists of operations within the United Kingdom. |
Six Months Ended June 30, 2021 |
||||||||||||
North America |
Europe |
Total |
||||||||||
Revenue |
$ | $ | $ | |||||||||
Segment loss |
( |
) | ( |
) | ( |
) | ||||||
Unallocated corporate expenses: |
||||||||||||
Operations and technology |
( |
) | ||||||||||
General and administrative |
( |
) | ||||||||||
|
|
|||||||||||
Loss from operations |
$ | ( |
) | |||||||||
|
|
Six Months Ended June 30, 2020 |
||||||||||||
North America |
Europe |
Total |
||||||||||
Revenue |
$ | $ | $ | |||||||||
Segment loss |
( |
) | ( |
) | ( |
) | ||||||
Unallocated corporate expenses: |
||||||||||||
Operations and technology |
( |
) | ||||||||||
General and administrative |
( |
) | ||||||||||
|
|
|||||||||||
Loss from operations |
$ | ( |
) | |||||||||
|
|
Six Months Ended June 30, |
||||||||
2021 |
2020 |
|||||||
United States |
% | % | ||||||
Canada |
% | % | ||||||
|
|
|
|
|||||
% | % | |||||||
|
|
|
|
Amount |
||||
Securities and Exchange Commission registration fee |
$ | 103,404 | ||
Accounting fees and expenses |
$ | 75,000 | ||
Legal fees and expenses |
$ | 125,000 | ||
Financial printing and miscellaneous expenses |
$ | 75,000 | ||
|
|
|||
Total expenses |
$ | 378,404 | ||
|
|
(1) | In December 2020, we issued an aggregate of 9,343,750 MRAC Class B Ordinary Shares for a total subscription price of $25,000. |
(2) | In December 2020, we issued an aggregate of 6,316,667 private placement warrants to the Sponsor at a price of $1.50 per private placement warrant, generating gross proceeds of approximately $9.5 million. |
(3) | In October 2021, substantially concurrently with the Closing, the PIPE Investors purchased from us an aggregate of 8,000,000 million shares of our Common Stock at a price of $10.00 per share, for an aggregate purchase price equal to $80.0 million. |
(4) | In October 2021, substantially concurrently with the Closing, we issued 5,500,906 shares of Common Stock for an aggregate purchase price of approximately $55.0 million to the Backstop Investors at a purchase price of $10.00 per share. |
(5) | In October 2021, substantially concurrently with the Closing, we issued 450,000 shares of Common Stock to Credit Suisse Securities (USA) LLC (“CS”) as partial payment of the aggregate fee payable to CS in connection with the services provided by CS in connection with the Business Combination. |
101.INS* |
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because iXBRL tags are embedded within the Inline XBRL document). | |
101.CAL* |
Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
101.SCH* |
Inline XBRL Taxonomy Extension Schema Document. | |
101.DEF* |
Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
101.LAB* |
Inline XBRL Taxonomy Extension Labels Linkbase Document. | |
101.PRE* |
Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
104* |
Cover Page Interactive Data File, formatted in Inline XBRL (included within the Exhibit 101 attachments). |
* | Filed herewith. |
† | Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. |
+ | Indicates a management contract or compensatory plan, contract or arrangement. |
(a) | The undersigned registrant hereby undertakes as follows: |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. |
(2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(4) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
(5) | That, for the purpose of determining any liability under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or our securities provided by or on behalf of the undersigned registrant; and |
(iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
(b) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the undersigned pursuant to the foregoing provisions, or otherwise, the undersigned has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the undersigned of expenses incurred or paid by a director, officer or controlling person of the undersigned in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the undersigned will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. |
ENJOY TECHNOLOGY, INC. | ||
By: | /s/ Fareed Khan | |
Name: Fareed Khan | ||
Title: Chief Financial Officer |
Signature |
Title |
Date | ||
/s/ Ron Johnson Ron Johnson |
Director and Executive Officer | October 28, 2021 | ||
/s/ Fareed Khan Fareed Khan |
Chief Financial Officer | October 28, 2021 | ||
/s/ Jonathan Mariner Jonathan Mariner |
Director and Chief Administrative and People Office | October 28, 2021 | ||
/s/ Fred Harman Fred Harman |
Director | October 28, 2021 | ||
/s/ Salaam Coleman Smith Salaam Coleman Smith |
Director | October 28, 2021 | ||
/s/ Thomas Ricketts Thomas Ricketts |
Director | October 28, 2021 | ||
/s/ Brett Varsov Brett Varsov |
Director | October 28, 2021 |
/s/ Denise Young Smith Denise Young Smith |
Director | October 28, 2021 | ||
/s/ Gideon Yu Gideon Yu |
Director | October 28, 2021 |