Special Meeting of Marquee Raine Shareholders to Vote on
Proposed Combination with Enjoy Technology to be Held on
October 13, 2021
Enjoy Common Stock and Warrants to be Listed on the Nasdaq
Stock Exchange Under the Ticker Symbols "ENJY" and "ENJYW,"
Respectively, Following Close of the Business Combination
NEW YORK and PALO ALTO, Calif., Sept. 22, 2021 /PRNewswire/ -- Marquee Raine
Acquisition Corp. (NASDAQ: MRAC) ("Marquee Raine") and Enjoy
Technology Inc., ("Enjoy") announced today the effectiveness of the
Registration Statement on Form S-4 filed with the Securities and
Exchange Commission (the "SEC") in connection with the previously
announced business combination between Marquee Raine and Enjoy.
Marquee Raine also announced that the special meeting of its
shareholders (the "Special Meeting") to approve the proposed
business combination will be held October 13, 2021 at
10:00 a.m. U.S. Eastern Time, unless
postponed or adjourned to a later date or time. Marquee Raine will
distribute the definitive proxy statement and proxy card to its
stockholders of record as of September 3, 2021, the record
date for the Special Meeting.
"We appreciate the ongoing support of Marquee Raine and all our
investors and look forward to closing the business combination
early in the fourth quarter," said Ron
Johnson, CEO and Founder of Enjoy. "We believe Enjoy has a
groundbreaking opportunity to reinvent 'Commerce at Home' and
pioneer the next disruptive channel in retail. We are excited to
launch our Smart Last MileTM solution in North America in the fourth quarter to bring
greater speed, convenience and personalized experiences for
customers in reimagining the last mile for our partners. As a
public company, we intend to scale our business and add new
services, expand into new geographies and bring Enjoy's trusted,
in-home retail experience to even more customers around the
world."
The declaration of an effective Form S-4 and setting of the
Special Meeting date follows Enjoy's announcement of its business
momentum and expansion, continued expectation to achieve its 2021
revenue forecast and a commitment from current and key investors to
increase certainty of closing the business combination.
"We are pleased to have reached another exciting milestone
toward completing the transaction with Enjoy and supporting their
exciting next chapter of growth," said Brett Varsov, Co-CEO of
Marquee Raine, Partner at The Raine Group and a nominee for the
post-closing Enjoy board of directors. "We look forward to
completing this combination as Enjoy continues to create
significant value for all its stakeholders."
"Enjoy is a terrific company with compelling opportunities for
growth and market expansion," said Tom
Ricketts, Co-Chairman of Marquee Raine, Executive Chairman
of the Chicago Cubs and a nominee for the post-closing Enjoy board
of directors. "As Enjoy transitions to the public markets, we are
thrilled to partner with Ron and the entire Enjoy team to drive
sustainable, long-term growth for this exciting business."
If approved by Marquee Raine's shareholders at the Special
Meeting, the business combination is expected to be completed early
in the fourth quarter of 2021 promptly after satisfaction of the
remaining closing conditions. Upon completion of the business
combination between Marquee Raine and Enjoy, the post-closing
company will be renamed Enjoy Technology, Inc., and its common
stock and warrants listed on the Nasdaq stock exchange under the
renamed tickers "ENJY" and "ENJYW," respectively.
A link to the definitive proxy statement can be accessed via the
SEC website at www.sec.gov. Additional investor materials are
available at Enjoy's website at Enjoy.com/investors. Marquee Raine
shareholders who require assistance completing the proxy card,
additional copies of the proxy materials or have questions
regarding the Special Meeting may contact D.F. King by calling
(877) 536-1561, or banks and brokers can call collect at (212)
269-5550 or by emailing MRAC@dfking.com.
About Marquee Raine Acquisition Corp.
Marquee Raine
Acquisition Corp. is a blank check company whose business purpose
is to effect a merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination with one
or more businesses or entities. While the company may pursue an
acquisition opportunity in any business industry or sector, it
intends to focus on high growth sectors of TMT including, but not
limited to, opportunities in interactive entertainment and games,
real money gaming, digital media, sports and sports-enabled assets,
health and wellness, out-of-home and live entertainment, audio
content and podcasting, technology, or other opportunities in
adjacent sectors.
About Enjoy Technology
Enjoy Technology is a
technology-powered platform reinventing "Commerce at Home" to bring
the best of the store directly to the customer. Enjoy has formed
multi-year commercial relationships with some of the world's
leading consumer brands to bring the products, services and
subscriptions their customers love through the door directly in the
comfort and convenience of their homes. Co-founded by Apple retail
strategist, Ron Johnson, Enjoy has pioneered a new retail
experience that we believe can do everything a traditional retail
experience offers, but better, through its Mobile Stores. Enjoy
currently operates in the United States, Canada and
the United Kingdom. Headquartered in Palo Alto, CA, Enjoy
is leading the reinvention of "Commerce at Home." To learn more
about Enjoy, please visit: www.enjoy.com/.
Forward Looking Statements
This press release contains
certain forward-looking statements within the meaning of the "safe
harbor" provisions of the United States Private Securities
Litigation Reform Act of 1995 with respect to the proposed
transaction between Enjoy and Marquee Raine, including statements
regarding the anticipated consummation of the business combination
and the transaction related thereto, including the domestication of
Marquee Raine and the listing of shares and warrants of the
post-business combination company on Nasdaq. These forward-looking
statements generally are identified by the words "believe,"
"project," "expect," "anticipate," "estimate," "intend,"
"strategy," "future," "opportunity," "plan," "propose," "forecast,"
"expect," "seek," "target" "may," "should," "will," "would," "will
be," "will continue," "will likely result," or other similar
expressions that predict or indicate future events or trends or
that are not statements of historical matters. Forward-looking
statements are predictions, projections and other statements about
future events that are based on current expectations of Enjoy's and
Marquee Raine's management and are not predictions of actual
performance. These forward-looking statements are provided for
illustrative purposes only and are not intended to serve as and
must not be relied on by any investor as, a guarantee, an
assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or
impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of Enjoy and
Marquee Raine. Many factors could cause actual future events to
differ materially from the forward-looking statements in this press
release, including but not limited to: (i) the risk that the
transaction may not be completed in a timely manner or at all,
which may adversely affect the price of Marquee Raine's securities,
(ii) the risk that the transaction may not be completed by Marquee
Raine's business combination deadline and the potential failure to
obtain an extension of the business combination deadline if sought
by Marquee Raine, (iii) the failure to satisfy the conditions to
the consummation of the transaction, including the adoption of the
Agreement and Plan of Merger (the "Merger Agreement") by the
shareholders of Marquee Raine, the satisfaction of the minimum
amount following redemptions by Marquee Raine's public shareholders
and the receipt of certain governmental and regulatory approvals in
Marquee Raine's trust account, (iv) the lack of a third party
valuation in determining whether or not to pursue the proposed
transaction, (v) the inability to complete the PIPE Investment,
(vi) the occurrence of any event, change or other circumstance that
could give rise to the termination of the Merger Agreement, (vii)
the effect of the announcement or pendency of the transaction on
Enjoy's business relationships, operating results, and business
generally, (viii) risks that the proposed transaction disrupts
current plans and operations of Enjoy, (ix) the outcome of any
legal proceedings that may be instituted against Enjoy or against
Marquee Raine related to the Merger Agreement or the proposed
business combination, (x) the ability to maintain the listing of
Marquee Raine's securities on a national securities exchange, (xi)
changes in the competitive and regulated industries in which Enjoy
operates, variations in operating performance across competitors,
changes in laws and regulations affecting Enjoy's business and
changes in the combined capital structure, (xii) the ability to
implement business plans, forecasts, and other expectations after
the completion of the proposed transaction, and identify and
realize additional opportunities, (xiii) the risk of downturns and
a changing regulatory landscape in the highly competitive retail
e-commerce industry, (xiv) the potential benefits of the proposed
business combination (including with respect to shareholder value),
(xv) the effects of competition on Enjoy's future business, (xvi)
risks related to political and macroeconomic uncertainty, (xvii)
the amount of redemption requests made by Marquee Raine's public
shareholders, (xviii) the ability of Marquee Raine or the combined
company to issue equity or equity-linked securities in connection
with the proposed business combination or in the future and (xix)
the impact of the COVID-19 pandemic. The foregoing list of factors
is not exhaustive. You should carefully consider the foregoing
factors and the other risks and uncertainties described in Marquee
Raine's definitive proxy statement/prospectus, dated September 22, 2021, Marquee Raine's final
prospectus filed on December 16, 2020
and the Annual Report on Form 10-K, as amended, for the year ended
December 31, 2020, in each case,
under the heading "Risk Factors," and other documents of Marquee
Raine's filed, or to be filed, with the SEC. These filings identify
and address other important risks and uncertainties that could
cause actual events and results to differ materially from those
contained in the forward-looking statements. Forward-looking
statements speak only as of the date they are made. Readers are
cautioned not to put undue reliance on forward-looking statements,
and Enjoy and Marquee Raine assume no obligation and do not intend
to update or revise these forward-looking statements, whether as a
result of new information, future events, or otherwise. Neither
Enjoy nor Marquee Raine gives any assurance that either Enjoy or
Marquee Raine, or the combined company, will achieve its
expectations.
Additional Information and Where to Find It
In
connection with the proposed business combination between Enjoy and
Marquee Raine, Marquee Raine filed a registration statement on Form
S-4, which was declared effective by the SEC on September 22, 2021. The definitive proxy
statement/prospectus was first mailed to the stockholders of
Marquee Raine on or about September 22,
2021. Investors and security holders of Marquee Raine are
urged to read the definitive proxy statement/prospectus, and any
amendments or supplements thereto carefully and in their entirety
because they contain important information about Marquee Raine,
Enjoy and the proposed business combination. Investors and security
holders may obtain copies of the definitive proxy
statement/prospectus and other documents filed with the SEC by
Marquee Raine through the website maintained by the SEC at
www.sec.gov. The information contained on, or that may be accessed
through, the websites referenced in this press release is not
incorporated by reference into, and is not a part of, this press
release.
Participants in Solicitation
Marquee Raine, Enjoy,
Marquee Raine's sponsor and their respective directors, executive
officers, other members of management, and employees, under SEC
rules, may be deemed participants in the solicitation of proxies
from Marquee Raine's shareholders in connection with the proposed
business combination. Investors and security holders may obtain
more detailed information regarding the names, and interests in the
business combination of certain of Marquee Raine's directors and
officers in Marquee Raine's filings with the SEC, including the
definitive proxy statement/prospectus. You may obtain free copies
of these documents as described in the preceding paragraph.
No Offer or Solicitation
This press release does not
constitute an offer to sell or exchange, or the solicitation of an
offer to buy or exchange, any securities, nor shall there be any
sale of securities in any jurisdiction in which such offer, sale or
exchange would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction.
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SOURCE Enjoy
