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 Su Lian Lu Cooley LLP 3 Embarcadero Center, 20 th FloorSan Francisco, CA 94111 (415) 693-2000 |
Tiffany N. Meriweather Chief Legal Officer Enjoy Technology, Inc. 3240 Hillview Avenue Palo Alto, California 94304 1-(888) 463-6569 |
Large accelerated filer |
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Non-accelerated filer |
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Emerging growth company |
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II-6 |
• | “2021 Convertible Loan” are to the additional convertible unsecured subordinated loan agreement entered into by Enjoy in April 2021 to borrow up to $75.0 million from new investors, certain existing investors and executives; |
• | “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 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; |
• | “Convertible Loan” are to the convertible unsecured subordinated loan agreement entered into by Enjoy in October 2020 to borrow up to $50.0 million from certain existing investors and executives; |
• | “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 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; |
• | “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; |
• | “Transactions” are to the transactions contemplated in the Merger Agreement and Domestication, together. |
• | “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 identified material weaknesses in our internal control over financial reporting. |
• | We may not timely and effectively scale and adapt our existing technology and business to meet our Business Partners’ expectation. |
• | We rely on consumer discretionary spending. |
• | The loss of key senior management personnel or an inability to hire, train and retain employees could harm our business. |
• | Changes in the availability of and the cost of labor could adversely affect our business. |
• | If the mobile retail store market does not continue to grow our results of operations could be adversely affected. |
• | Our operating results are subject to the seasonal nature of consumer behavior patterns. |
• | Risks associated with our commercial relationships could adversely affect our financial performance, reputation, brand and commercial relationships. |
• | We face intense indirect competition. |
• | We depend on our Business Partners to perform certain services regarding the products that we offer. |
• | We rely on third-party background check providers to screen potential employees, including Experts. |
• | Actual or alleged conduct by our team members has exposed, and may in the future expose, us to legal risk and damage our reputation. |
• | Our recent growth rates may not be sustainable or indicative of future growth, and we may not be able to maintain or increase profitability in the future. |
• | We may face difficulties as we expand our operations into new local markets. |
• | Two of our Business Partners account for a significant portion of our revenue. |
• | Our global operations expose us to the fluctuations of international markets. |
• | Our business will require significant amounts of capital to sustain operations and without adequate capital we may not be able to continue as a going concern. |
• | 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 |
120,142,996 shares (as of March 24, 2022). | |
Shares of Common Stock Outstanding Assuming Exercise of All Warrants |
15,660,396 shares (based on total shares outstanding as of March 24, 2022). | |
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. |
• | We have hired, and will continue to hire, personnel with appropriate level of knowledge, training, and experience in accounting and finance to improve our financial accounting and reporting departments and our internal control over financial reporting. During the fourth quarter of 2021, we provided financial reporting and internal control training to enhance employees’ competence and experience required to fulfill their roles and responsibilities. |
• | During the fourth quarter of 2021, we initiated performing a risk assessment over our financial reporting and our internal control over financial reporting, including identification of financially relevant systems and business processes at the financial statement assertion level, and to identify controls to address the identified risks. We will continue to complete our risk assessment and enhance the design of existing controls, as well as implement new controls in future periods. |
• | We plan to design and implement controls over the preparation and review of journal entries and account reconciliations, including controls over the segregation of duties. We have begun to strengthen, and will continue to strengthen, controls related to segregation of duties related to financial accounting and reporting systems. |
• | We plan to design and implement 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, privacy and data security, 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 (as defined herein) 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, such as Russia’s invasion of Ukraine, 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. |
• | 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. |
• | Integrations: Powered by our proprietary application programming interfaces (“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. |
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. |
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. |
• | Traditional on-demand “to the door” delivery services |
• | Similar through the door services of traditional retailers and independent service providers |
• | 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 |
Year Ended December 31, 2021 |
||||||||||||
North America |
Europe |
Consolidated |
||||||||||
Daily Mobile Stores |
496 | 137 | 633 | |||||||||
Daily Revenue Per Mobile Store |
$ | 378 | $ | 251 | $ | 351 | ||||||
Mobile Store Loss |
$ | (23,116 | ) | $ | (8,796 | ) | $ | (31,912 | ) | |||
Mobile Store Margin |
(33.8 | )% | (70.2 | )% | (39.4 | )% | ||||||
Segment Loss |
$ | (103,334 | ) | $ | (28,522 | ) | ||||||
Adjusted EBITDA |
$ | (166,510 | ) | |||||||||
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 |
$ | (7,444 | ) | $ | (4,105 | ) | $ | (11,549 | ) | |||
Mobile Store Margin |
(16.0 | )% | (29.9 | )% | (19.1 | )% | ||||||
Segment Loss |
$ | (64,669 | ) | $ | (18,167 | ) | ||||||
Adjusted EBITDA |
$ | (106,552 | ) |
Year Ended December 31, 2021 |
||||||||||||||||
First Quarter |
Second Quarter |
Third Quarter |
Fourth Quarter |
|||||||||||||
Daily Mobile Stores - Quarterly Average |
580 | 588 | 592 | 770 | ||||||||||||
North America |
428 | 438 | 466 | 650 | ||||||||||||
Europe |
152 | 150 | 126 | 120 | ||||||||||||
Daily Mobile Stores - Last Month of the Quarter Average |
590 | 595 | 603 | 859 | ||||||||||||
North America |
438 | 453 | 477 | 732 | ||||||||||||
Europe |
152 | 142 | 126 | 127 |
Year Ended December 31, 2020 |
||||||||||||||||
First Quarter |
Second Quarter |
Third Quarter |
Fourth Quarter |
|||||||||||||
Daily Mobile Stores - Quarterly Average |
409 | 351 | 458 | 633 | ||||||||||||
North America |
291 | 274 | 316 | 452 | ||||||||||||
Europe |
118 | 77 | 142 | 181 | ||||||||||||
Daily Mobile Stores - Last Month of the Quarter Average |
337 | 393 | 511 | 695 | ||||||||||||
North America |
242 | 287 | 361 | 498 | ||||||||||||
Europe |
95 | 106 | 150 | 197 |
Years Ended December 31, |
Change |
|||||||||||||||
(dollars in thousands) |
2021 |
2020 |
$ |
% |
||||||||||||
Revenue |
$ | 80,998 | $ | 60,323 | $ | 20,675 | 34.3 | % | ||||||||
Operating expenses: |
||||||||||||||||
Cost of revenue* |
112,910 | 71,872 | $ | 41,038 | 57.1 | % | ||||||||||
Operations and technology* |
92,017 | 65,804 | $ | 26,213 | 39.8 | % | ||||||||||
General and administrative* |
57,915 | 34,274 | $ | 23,641 | 69.0 | % | ||||||||||
|
|
|
|
|
|
|||||||||||
Total operating expenses |
262,842 | 171,950 | $ | 90,892 | 52.9 | % | ||||||||||
|
|
|
|
|
|
|||||||||||
Loss from operations |
(181,844 | ) | (111,627 | ) | $ | (70,217 | ) | 62.9 | % | |||||||
Loss on convertible loans |
(27,338 | ) | (42,907 | ) | $ | 15,569 | (36.3 | )% | ||||||||
Interest expense |
(8,522 | ) | (2,003 | ) | $ | (6,519 | ) | 325.5 | % | |||||||
Interest income |
6 | 276 | $ | (270 | ) | (97.8 | )% | |||||||||
Other income (expense), net |
(2,993 | ) | (1,426 | ) | $ | (1,567 | ) | 109.9 | % | |||||||
|
|
|
|
|
|
|||||||||||
Loss before provision for income taxes |
(220,691 | ) | (157,687 | ) | $ | (63,004 | ) | 40.0 | % | |||||||
Provision for income taxes |
(82 | ) | 97 | $ | (179 | ) | (184.5 | )% | ||||||||
|
|
|
|
|
|
|||||||||||
Net loss |
(220,609 | ) | $ | (157,784 | ) | $ | (62,825 | ) | 39.8 | % | ||||||
|
|
|
|
|
|
* |
The Company reclassified certain costs within each of its operating expense line items in the consolidated statements of operations. Prior period amounts have been reclassified to conform to this presentation. These changes have no impact on the Company’s previously reported consolidated net loss or cash flows for the periods presented See Note 1 in Notes to the Consolidated Financial Statements included elsewhere in this prospectus for further discussion. |
• | 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. |
Years Ended December 31, |
||||||||
(in thousands) |
2021 |
2020 |
||||||
Net loss |
$ | (220,609 | ) | $ | (157,784 | ) | ||
Add back: |
||||||||
Interest expense |
8,522 | 2,003 | ||||||
Other income (expense), net |
2,993 | 1,426 | ||||||
Provision/(benefit) for income taxes |
(82 | ) | 97 | |||||
Depreciation and amortization |
4,028 | 3,138 | ||||||
Stock-based compensation |
10,558 | 1,749 | ||||||
Loss on convertible loans |
27,338 | 42,907 | ||||||
Transaction-related costs (1) |
748 | 188 | ||||||
Deduct: |
||||||||
Interest income |
(6 | ) | (276 | ) | ||||
|
|
|
|
|||||
Adjusted EBITDA |
$ | (166,510 | ) | $ | (106,552 | ) | ||
|
|
|
|
(1) | Consists of accounting and consulting fees related to public company readiness that did not qualify for capitalization under GAAP. |
(in thousands) |
December 31, 2021 |
December 31, 2020 |
||||||
Cash and cash equivalents |
$ | 85,836 | $ | 58,452 | ||||
Restricted cash |
1,710 | 5,494 | ||||||
Accounts receivable, net |
9,977 | 4,544 |
Years Ended December 31, |
||||||||
(in thousands) |
2021 |
2020 |
||||||
Net cash used in operating activities |
$ | (174,618 | ) | $ | (95,342 | ) | ||
Net cash (used in) provided by investing activities |
(6,403 | ) | 14,498 | |||||
Net cash provided by financing activities |
204,648 | 78,427 | ||||||
Effect of exchange rate on cash, cash equivalents and restricted cash |
(27 | ) | 349 | |||||
|
|
|
|
|||||
Net increase (decrease) in cash, cash equivalents and restricted cash |
$ | 23,600 | $ | (2,068 | ) | |||
|
|
|
|
• | Revenue Recognition; |
• | Stock-based Compensation; and |
• | Fair value of Convertible Loans. |
• | Risk-Free Interest Rate. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. |
• | Expected Term. The expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. |
• | Expected Volatility. Expected volatility was determined based on similar companies’ stock volatility. |
• | Expected Dividend Yield. Expected dividend yield is based on the fact that the Company has never paid cash dividends on common shares and does not expect to pay any cash dividends in the foreseeable future. |
Name |
Age |
Position | ||
Executive Officers |
||||
Ron Johnson |
63 | Director, Co-Founder and Chief Executive Officer | ||
Fareed Khan |
56 | Chief Financial Officer | ||
Jonathan Mariner |
67 | Director, Chief Administrative Officer | ||
Tiffany N. Meriweather |
38 | Chief Legal Officer and Corporate Secretary | ||
Non-Employee Directors |
||||
Fred Harman (1)(3) |
61 | Director | ||
Thomas Ricketts (2) |
56 | Director | ||
Brett Varsov (3) |
46 | Director | ||
Salaam Coleman Smith (3) |
52 | Director | ||
Denise Young Smith (1)(2) |
55 | Director | ||
Gideon Yu (1) |
50 | Director |
(1) | Member of the Audit Committee |
(2) | Member of the Compensation Committee |
(3) | Member of the Nominating and 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. |
• | Ron Johnson, Co-Founder and Chief Executive Officer |
• | Fareed Khan, Chief Financial Officer |
• | Jonathan Mariner, Chief Administrative Officer |
• | Tiffany N. Meriweather, Chief Legal Officer and Corporate Secretary |
Name and Principal Position |
Year |
Salary ($) |
Bonus ($) |
Stock Awards ($) (1) |
Option Awards ($) (1) |
Non-Equity Incentive Plan Compensation ($) |
Nonqualified Deferred Compensation Earnings ($) |
All Other Compensation ($) |
Total ($) |
|||||||||||||||||||||||||||
Ron Johnson |
2021 | 57,600 | — | — | — | — | — | — | 57,600 | |||||||||||||||||||||||||||
Chief Executive Officer |
2020 | 49,920 | — | — | — | — | — | — | 49,920 | |||||||||||||||||||||||||||
Jonathan Mariner |
2021 | 600,000 | — | 5,162,808 | 1,878,261 | — | — | 60,000 | (2) |
7,701,069 | ||||||||||||||||||||||||||
Chief Administrative Officer |
2020 | 32,308 | — | — | — | — | — | 4,615 | (2) |
36,923 | ||||||||||||||||||||||||||
Fareed Khan |
2021 | 361,539 | — | 5,162,808 | 1,887,970 | — | — | — | 7,412,317 | |||||||||||||||||||||||||||
Chief Financial Officer |
2020 | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
Tiffany N. Meriweather |
2021 | 250,000 | 80,356 | (3) |
4,354,130 | 1,871,812 | — | — | — | 6,556,299 | ||||||||||||||||||||||||||
Chief Legal Officer and Corporate Secretary |
2020 | — | — | — | — | — | — | — | — |
(1) | 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 award granted to the named executive officers during 2021, 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, 2021 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. |
(2) | Beginning with the commencement of his employment in December 2020, Mr. Mariner has received a stipend of $5,000 per month, split evenly over each pay period. |
(3) | Ms. Meriweather received a one-time bonus in connection with the commencement of her employment. |
Option Awards |
Stock Awards |
|||||||||||||||||||||||||||
Name |
Grant Date |
Number of securities underlying un-exercised options (#) exercisable |
Number of securities underlying unexercised options (#) un-exercisable |
Option exercise price ($) |
Option expiration date |
Number of shares or units of stock that have not vested (#) |
Market value of shares or units of stock that have not vested ($) (1) |
|||||||||||||||||||||
Ron Johnson |
— | — | — | — | — | — | — | |||||||||||||||||||||
Jonathan Mariner |
2/18/21 | (2) |
103,365 | 310,102 | 8.31 | 2/18/2031 | — | — | ||||||||||||||||||||
6/30/21 | (3) |
— | — | — | 143,649 | 663,658 | ||||||||||||||||||||||
12/23/21 | (4) |
— | — | — | — | 531,166 | 2,453,987 | |||||||||||||||||||||
Fareed Khan |
2/18/21 | (5) |
— | 413,467 | 8.31 | 2/18/2031 | — | — | ||||||||||||||||||||
6/30/21 | (6) |
— | — | — | — | 191,532 | 884,878 | |||||||||||||||||||||
12/23/21 | (7) |
— | — | — | — | 531,166 | 2,453,987 | |||||||||||||||||||||
Tiffany N. Meriweather |
6/30/21 | (8) |
— | 344,555 | 10.02 | 6/30/2031 | — | — | ||||||||||||||||||||
6/30/21 | (9) |
— | — | — | — | 184,523 | 852,496 | |||||||||||||||||||||
12/23/21 | (10) |
— | — | — | — | 546,989 | 2,527,089 |
(1) | The amounts in this column were determined based on the closing market price of the Company’s common stock on December 31, 2021 of $4.62. |
(2) | Twenty-five percent of the shares subject to the stock option vested on December 1, 2021, the first anniversary of the vesting start date, and the remaining amount vests in equal monthly installments and will be fully vested on December 1, 2024, the fourth anniversary of the vesting start date, subject to continuous service through each vesting date. |
(3) | Twenty-five percent of the restricted stock units (“RSUs”) vested on December 1, 2021, with the remaining RSUs vesting in equal installments of 1/16th of the total number of RSUs quarterly thereafter, subject to continuous service through each vesting date. |
(4) | Twenty-five percent of the RSUs vested on December 10, 2021, with the remaining RSUs vesting in equal installments of 1/16th of total number of RSUs quarterly thereafter, subject to continuous service through each vesting date. |
(5) | Twenty-five percent of the shares subject to the stock option shall vest on January 25, 2022, the first anniversary of the vesting start date, and the remaining balance vests in equal monthly installments and will be fully vested on January 25, 2025, the fourth anniversary of the vesting start date, subject to continuous service through each vesting date. |
(6) | Twenty-five percent of the RSUs shall vest on January 25, 2022, with the remaining RSUs vesting in equal installments of 1/16th of the total number of RSUs quarterly thereafter, subject to continuous service through each vesting date. |
(7) | Twenty-five percent of the RSUs vested on December 10, 2021, with the remaining RSUs vesting in equal installments of 1/16th of the total number of RSUs quarterly thereafter, subject to continuous service through each vesting date. |
(8) | Twenty-five percent of the shares subject to the stock option shall vest on April 26, 2022, the first anniversary of the vesting start date, and the remaining balance vests in equal monthly installments and will be fully vested on April 26, 2025, the fourth anniversary of the vesting start date, subject to continuous service through each vesting date. |
(9) | Twenty-five percent of the RSUs shall vest on April 26, 2022, with the remaining RSUs vesting in equal installments of 1/16th of the total number of RSUs quarterly thereafter, subject to continuous service through each vesting date. |
(10) | Twenty-five percent of the RSUs shall vest on June 10, 2022, with the remaining RSUs vesting in equal installments of 1/16th of the total number of RSUs quarterly thereafter, subject to continuous service through each vesting date. |
Name |
Fees Earned or Paid in Cash ($) |
Stock Awards ($) (1) |
Total ($) |
|||||||||
Fred Harman |
15,897 | 158,821 | 174,717 | |||||||||
Thomas Ricketts |
15,897 | 158,821 | 174,717 | |||||||||
Brett Varsov |
15,897 | 158,821 | 174,717 | |||||||||
Salaam Coleman Smith |
18,016 | 158,821 | 176,837 | |||||||||
Denise Young Smith |
18,546 | 158,821 | 177,367 | |||||||||
Gideon Yu |
23,315 | 158,821 | 182,136 |
(1) | Amounts listed represent the aggregate grant date fair value of awards granted during the year referenced, computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. These amounts do not reflect the actual economic value that may be realized by the director. As of December 31, 2021, each of Fred Harman, Thomas Ricketts, Brett Varsov, Salaam Coleman Smith, Denise Young Smith and Gideon Yu had outstanding stock awards with respect to 34,677 shares. |
• | 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: |
||||||||
Entities affiliated with King Street Capital Management, L.P. (2) |
6,888,903 | 5.7 | % | |||||
Entities affiliated with Riverwood Capital (3) |
6,313,795 | 5.3 | % | |||||
LCH Enjoir L.P. (4) |
16,615,259 | 13.8 | % | |||||
Marquee Raine Acquisition Sponsor LP (5) |
15,585,417 | 13.0 | % | |||||
SCP Venture Fund I, L.P. (6) |
9,248,980 | 7.7 | % | |||||
Executive Officers and Directors: |
||||||||
Fred Harman (7) |
5,264,509 | 4.4 | % | |||||
Ron Johnson (8) |
19,615,172 | 16.3 | % | |||||
Fareed Khan (9) |
434,867 | * | ||||||
Jonathan Mariner (10) |
472,020 | * | ||||||
Tiffany N. Meriweather (11) |
148,141 | * | ||||||
Thomas Ricketts |
— | — | ||||||
Salaam Coleman Smith |
— | — | ||||||
Denise Young Smith |
— | — | ||||||
Brett Varsov |
— | — | ||||||
Gideon Yu (12) |
137,822 | * | ||||||
All directors and executive officers as a group (10 individuals) (13) |
26,072,521 | 21.7 | % | |||||
|
|
|
|
* | 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) | Based on a Schedule 13G filed on February 11, 2022 by King Street Capital Management, L.P. (“KSCM”), King Street Capital Management GP, L.L.C. (“KSCM GP”) and Brian J. Higgins, as of December 31, 2021, KSCM may be deemed to have beneficially owned, and to share voting and dispositive power over, a total of 6,888,903 shares of common stock and KSCM GP and Mr. Higgins may be deemed to have beneficially owned, and to share voting and dispositive power over, the common stock that may be deemed to have been beneficially owned by KSCM. The business address of KSCM, KSCM GP and Mr. Higgins is 299 Park Avenue, 40th Floor New York, NY 10171. |
(3) | Based on a Schedule 13G filed on February 15, 2022 by Riverwood Capital GP II Ltd. (“Riverwood GP”), Riverwood Capital II L.P. (“Riverwood LP”), Riverwood Capital Partners II L.P. (“RCP”) and Riverwood Capital Partners II (Parallel—B) L.P. (“RCP Parallel – B”), (i) RCP held 5,004,339 shares of common stock directly, (ii) RCP Parallel—B held 1,309,456 shares of common stock directly (together with RCP, “Riverwood Capital”) and (iii) Riverwood LP and Riverwood GP may be deemed to have voting and dispositive power over, and be deemed to be indirect beneficial owners of the common stock directly held by Riverwood Capital. The business address of Riverwood GP, Riverwood LP, RCP and RCP Parallel-B is 70 Willow Road, Suite 100, Menlo Park, CA 94025. |
(4) | 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. The address of the entities and individuals mentioned in this footnote is 599 West Putnam Avenue, Greenwich, CT 06830. |
(5) | Based on Amendment No. 1 to Schedule 13G filed on February 8, 2022 by Marquee Raine Acquisition Sponsor LP (“Sponsor”), Marquee Raine Acquisition Sponsor GP Ltd. (“Marquee Raine GP”), Raine Holdings AIV LLC (“Raine Holdings AIV”), Raine SPAC Holdings LLC (“Raine SPAC Holdings”), Raine RR SPAC SPV I LLC (“Raine RR SPAC SPV I”), Ricketts SPAC Investment LLC (“Ricketts SPAC Investment”) and Marquee Sports Holdings SPAC 1, LLC (“Marquee Sports Holdings”), Marquee Raine GP is the general partner of Sponsor. Raine Holdings AIV is the sole member of Raine SPAC Holdings, which, in turn, is the sole member of Raine RR SPAC SPV I, which owns a 50% interest in each of Marquee Raine GP and Sponsor. Ricketts SPAC Investment is the manager of Marquee Sports Holdings, which owns a 50% interest in each of Marquee Raine GP and Sponsor. Each of the Reporting Persons named in this Schedule 13G disclaims beneficial ownership of the securities held directly or indirectly by such Reporting Persons, except to the extent of their respective pecuniary interests. The business address of each of the foregoing persons is 65 East 55th Street, 24th Floor New York, NY 10022. |
(6) | Based on a Schedule 13G filed on February 11, 2022 by Stamos Capital Partner, L.P. and Peter Stamos for beneficial ownership as of December 2021. 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. |
(7) | 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. |
(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. |
(9) | Consists of (i) 137,821 shares subject to options exercisable within 60 days of March 21, 2022, 120,593 of which were vested as of March 21, 2022 and (ii) 297,046 shares issuable pursuant to restricted stock units (“RSUs”) that will vest and settle within 60 days of March 21, 2022. |
(10) | Consists of (i) 20,602 shares of common stock held as of March 21, 2022,(ii) 146,435 shares subject to option exercisable within 60 days of March 21, 2022, 129,207 of which were vested as of March 21, 2022, and (iii) 304,983 shares issuable pursuant to RSUs that will vest and settle within 60 days of March 21, 2022. |
(11) | Consists of (i) 86,137 shares subject to options exercisable within 60 days of March 21, 2022, none of which were vested as of March 21, 2022 and (ii) 62,004 shares issuable pursuant to RSUs that will vest and settle within 60 days of March 21, 2022. |
(12) | Consists of 137,822 shares of common stock issuable to Mr. Yu pursuant to vested options exercisable within 60 days of March 21, 2022. |
(13) | Consists of 25,893,827 shares of common stock and 178,694 shares issuable pursuant to options or RSUs that will vest and settle within 60 days of March 21, 2022. |
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 | 3.2 | % | — | ||||||||||||||||||||
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 | $ | 149,999,997 |
(1) | LCH Enjoir L.P (“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 | $ | 5,000,000 | |||||
Entities affiliated with Oak Investment Partners (2) |
4,371,952 | $ | 10,399,999 | |||||
SCP Venture Fund I, L.P. |
11,875,737 | $ | 28,250,003 |
(1) | Ron Johnson is our 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. |
• | 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. Enjoy has policies and procedures designed to minimize potential conflicts of interest arising from any dealings it may have with its affiliates and to provide appropriate procedures for the disclosure of any real or potential conflicts of interest that may exist from time to time. Specifically, pursuant to its audit committee charter, the audit committee has the responsibility to review related party transactions. |
• | 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 a 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 |
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 |
||||||||||||||||||||||||||||
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. |
F-2 |
||||
F-3 |
||||
F-4 |
||||
F-5 |
||||
F-6 |
||||
F-7 |
December 31, |
||||||||
2021 |
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 |
||||||||
|
|
|
|
|||||
Total current liabilities |
||||||||
|
|
|
|
|||||
Long-term debt, net of discount |
||||||||
Long-term convertible loan, at fair value (related party carrying value of $ |
||||||||
Derivative warrant liabilities |
||||||||
|
|
|
|
|||||
Total liabilities |
||||||||
|
|
|
|
|||||
COMMITMENTS AND CONTINGENCIES (Note 17) |
||||||||
REDEEMABLE CONVERTIBLE PREFERRED STOCK |
||||||||
Redeemable convertible preferred stock, $ |
||||||||
STOCKHOLDERS’ DEFICIT |
||||||||
Common stock, $ |
||||||||
Additional paid-in capital |
||||||||
Accumulated other comprehensive income |
||||||||
Accumulated deficit |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Total stockholders’ deficit |
( |
) | ||||||
|
|
|
|
|||||
Total liabilities, redeemable convertible preferred stock and stockholders’ deficit |
$ | $ | ||||||
|
|
|
|
Years Ended December 31, |
||||||||
2021 |
2020 |
|||||||
Revenue |
$ | $ | ||||||
Operating expenses: |
||||||||
Cost of revenue |
||||||||
Operations and technology |
||||||||
General and administrative |
||||||||
|
|
|
|
|||||
Total operating expenses |
||||||||
|
|
|
|
|||||
Loss from operations |
( |
) | ( |
) | ||||
Loss on convertible loans |
( |
) | ( |
) | ||||
Interest expense |
( |
) | ( |
) | ||||
Interest income |
||||||||
Other expense, net |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Loss before provision for income taxes |
( |
) | ( |
) | ||||
Provision/(benefit) 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 (1) |
Amount |
Shares (1) |
Amount |
|||||||||||||||||||||||||||||
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 |
( |
) | ( |
) | ||||||||||||||||||||||||||||
Issuance issuance costs) |
— | — | — | — | — | — | ||||||||||||||||||||||||||
Conversion stock in connection with the reverse recapitalization (Note 3) |
( |
) | ( |
) | — | — | ||||||||||||||||||||||||||
Conversion of convertible notes into common stock upon the reverse recapitalization (Note 3) |
— | — | — | — | ||||||||||||||||||||||||||||
Conversion of warrants into common stock upon the reverse capitalization (Note 3) |
— | — | — | — | — | — | — | |||||||||||||||||||||||||
Reclassification of preferred stock warrant liability upon the reverse recapitalization (Note 3) |
— | — | — | — | — | — | ||||||||||||||||||||||||||
Recapitalization, backstop financing and PIPE financing, net of issuance costs (Note 3) |
— | — | — | — | ||||||||||||||||||||||||||||
Stockholder contribution of stock for inducement in connection with the reverse recapitalization (Note 3) |
— | — | ( |
) | — | — | — | — | — | |||||||||||||||||||||||
Stock issuance for inducement in connection with the reverse recapitalization (Note 3) |
— | — | — | — | — | |||||||||||||||||||||||||||
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 December 31, 2021 |
— | $ | — | $ | $ | $ | $ | ( |
) | $ | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) | The shares of the Company’s common and redeemable convertible preferred stock, prior to the Merger (as defined in Note 1) have been retroactively restated to reflect the exchange ratio of approximately 0.34456 established in the Merger as described in Note 3. |
Years ended December 31, |
||||||||
2021 |
2020 |
|||||||
Cash flows from operating activities: |
||||||||
Net loss |
$ | ( |
) | $ | ( |
) | ||
Adjustments to reconcile net loss to net cash used in operations: |
||||||||
Depreciation and amortization |
||||||||
Loss on asset disposal |
||||||||
Stock-based compensation |
||||||||
Accretion of debt discount |
||||||||
Loss on extinguishment of debt related to derecognition of unamortized debt discount |
— | |||||||
Inducement expense in connection with the reverse recapitalization |
— | |||||||
Revaluation of warrants |
( |
) | ||||||
Foreign currency transaction (gain) 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 |
( |
) | ( |
) | ||||
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 reverse recapitalization, backstop financing and PIPE financing |
— | |||||||
Proceeds from exercises of stock options |
||||||||
Repayment of Blue Torch and PPP loans |
( |
) | — | |||||
Payment of transaction costs related to the Transactions |
( |
) | — | |||||
Payment of deferred financing costs |
— | ( |
) | |||||
Proceeds from issuance of Blue Torch loan and warrants |
— | |||||||
Proceeds from PPP loan |
— | |||||||
Payment of TriplePoint loan |
— | ( |
) | |||||
|
|
|
|
|||||
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 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: |
||||||||
Conversion of redeemable preferred stock to common stock |
$ | $ | — | |||||
Issuance of common stock related to convertible debt |
$ | $ | — | |||||
Reclassification of redeemable convertible preferred stock warrant liability to equity |
$ | $ | — | |||||
Deferred success fee |
$ | — | $ | |||||
Property and equipment, net included in accounts payable |
$ | $ | — | |||||
Non-cash interest |
$ | $ | ||||||
Gain on extinguishment of convertible loan |
$ | $ | — | |||||
Derivative warrant liabilities recognized upon the closing of the Transactions |
$ | $ | — |
1. |
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION |
2. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
• |
Impact of LIBOR Phase-Out phase-out to have a significant impact on the Company’s consolidated financial statements. |
• |
Impact of COVID-19 COVID-19 was identified in late 2019 and spread globally. In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic. Our business was materially impacted by |
COVID-19 in several ways. Typically, our Consumer interactions occur within their home. Social distancing protocols changed the way we interact with the Consumer and our in-home visits fell to zero in the early stages of the pandemic. Depending on the geography during certain periods we had no in-home visits and these in-home visits remained significantly below pre-COVID levels throughout 2020. To protect our employees and Consumers we implemented a variety of programs to provide masks, cleaning supplies and other protocols that remain in place. In addition, the Company could see some limitations on employee resources that would otherwise be focused on operations, including but not limited to sickness of employees or their families, desire for employees to avoid contact with groups of people, and increased reliance on working from home. |
December 31, |
||||||||
2021 |
2020 |
|||||||
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 |
||
Vehicle equipment |
||
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, 2020 |
$ | |||
Provision |
||||
Credits/payments made |
( |
) | ||
|
|
|||
Balance as of December 31, 2020 |
||||
Provision |
||||
Credits/payments made |
( |
) | ||
|
|
|||
Balance as of December 31, 2021 |
$ | |||
|
|
Years Ended December 31, |
||||||||
2021 |
2020 |
|||||||
Risk-free interest rate |
% | % | ||||||
Expected term (in years) |
||||||||
Expected volatility |
% | % | ||||||
Expected dividend yield |
% | — | % | |||||
Fair value of common stock |
$ | $ |
• |
the package of practical expedients which allows for not reassessing (1) whether existing contracts contain leases, (2) the lease classification for existing leases, and (3) whether existing initial direct costs meet the new definition; |
• |
the practical expedient to not separate non-lease components from lease components and instead account for each separate lease component and non-lease components associated with that lease component as a single lease component by class of the underlying asset; and |
• |
the practical expedient not to recognize right-of-use |
3. |
REVERSE RECAPITALIZATION |
Number of Shares |
||||
Common stock of MRAC, outstanding prior to Merger |
||||
Less redemption of MRAC shares |
( |
) | ||
|
|
|||
Common stock of MRAC |
||||
Shares issued in PIPE financing |
||||
Shares issued in Backstop financing |
||||
|
|
|||
Shares issued for deferred underwriting fees |
||||
|
|
|||
Merger, PIPE financing, and Backstop financing shares |
||||
Legacy Enjoy shares |
||||
|
|
|||
Total shares of common stock immediately after Merger |
||||
|
|
4. |
FAIR VALUE MEASUREMENTS |
Fair Value Measurements at December 31, 2021 Using: |
||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||
Liabilities: |
||||||||||||||||
Derivative warrant liabilities—Public |
$ | $ | $ | $ | ||||||||||||
Derivative warrants liabilities—Private |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total financial liabilities |
$ | $ | $ | $ | ||||||||||||
|
|
|
|
|
|
|
|
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 |
$ | $ | $ | $ | ||||||||||||
|
|
|
|
|
|
|
|
Convertible Loans |
Redeemable Convertible Preferred Stock Warrant Liability |
|||||||
Balance at January 1, 2020 |
$ | $ | ||||||
Issuance of convertible loan |
||||||||
Change in fair value |
||||||||
|
|
|
|
|||||
Balance at December 31, 2020 |
||||||||
Debt extinguishment of convertible loans |
( |
) | ||||||
Proceeds from issuance of convertible loans |
||||||||
Change in fair value |
( |
) | ||||||
Warrant reclassification to equity |
( |
) | ||||||
Conversion of convertible loans |
( |
) | ||||||
|
|
|
|
|||||
Balance at December 31, 2021 |
$ | $ | ||||||
|
|
|
|
5. |
PROPERTY AND EQUIPMENT, NET |
December 31, |
||||||||
2021 |
2020 |
|||||||
Leasehold improvements |
$ | $ | ||||||
Furniture and fixtures |
||||||||
Office equipment |
||||||||
Computer equipment |
||||||||
Vehicles |
||||||||
Vehicle equipment |
— | |||||||
|
|
|
|
|||||
Less: accumulated depreciation |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Property and equipment, net |
$ | $ | ||||||
|
|
|
|
6. |
INTANGIBLE ASSETS, NET |
December 31, |
||||||||
2021 |
2020 |
|||||||
Domain Name |
$ | |||||||
Less: accumulated amortization |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Intangible assets, net |
$ | $ | ||||||
|
|
|
|
Years Ending December 31, |
||||
2022 |
$ | |||
2023 |
||||
2024 |
||||
2025 |
||||
2026 |
||||
Thereafter |
||||
|
|
|||
Total estimated future amortization expense |
$ | |||
|
|
7. |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES |
December 31, |
||||||||
2021 |
2020 |
|||||||
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 |
9. |
STOCK WARRANTS |
December 31, |
||||||||
2021 |
2020 |
|||||||
Public warrants |
$ | $ | ||||||
Private placement warrants |
||||||||
Redeemable convertible preferred stock warrant |
||||||||
Total warrant liabilities |
$ | $ | ||||||
• | in whole and not in part; |
• | at a price of $ |
• | upon a minimum of |
• | if, and only if, the last reported sale price of our common stock for any |
• | in whole and not in part; |
• | at $ |
• | if, and only if, the Reference Value equals or exceeds $ |
• | if the Reference Value is less than $ |
Balance at January 1, 2020 |
$ | |||
Change in fair value |
||||
Balance at December 31, 2020 |
||||
Change in fair value |
( |
) | ||
Reclassification to equity |
( |
) | ||
Balance at December 31, 2021 |
$ | |||
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, |
||||||||
2021 |
2020 |
|||||||
Conversion of redeemable convertible preferred stock |
||||||||
Exercise of public warrants and private placement warrants |
||||||||
Warrants to purchase redeemable convertible and common stock preferred stock |
||||||||
Awards outstanding under the equity incentive plans |
||||||||
Awards available for future grant under the equity incentive plans |
||||||||
Awards available for future grant under the employee stock purchase plan |
||||||||
|
|
|
|
|||||
Total |
||||||||
|
|
|
|
12. |
STOCK-BASED COMPENSATION |
Years Ended December 31, |
||||||||
2021 |
2020 |
|||||||
Cost of revenue |
$ | $ | ||||||
Operations and technology |
||||||||
General and administrative |
||||||||
|
|
|
|
|||||
Total stock-based compensation expense |
$ | $ | ||||||
|
|
|
|
Number of Shares |
Weighted Average Exercise Price |
Remaining Contractual Term (In Years) |
Aggregate Intrinsic Value |
|||||||||||||
Balance at January 1, 2020 |
$ | $ | ||||||||||||||
Options granted |
||||||||||||||||
Options exercised |
( |
) | ||||||||||||||
Options cancelled |
( |
) | ||||||||||||||
Balance at December 31, 2020 |
$ | |||||||||||||||
Options granted |
||||||||||||||||
Options exercised |
( |
) | ||||||||||||||
Options cancelled |
( |
) | ||||||||||||||
Balance at December 31, 2021 |
$ | |||||||||||||||
Options exercisable as of December 31, 2021 |
||||||||||||||||
Vested and expected to vest—December 31, 2021 |
$ | |||||||||||||||
Number of RSUs |
Weighted- Average Grant Date Fair Value per Share |
|||||||
Balance at December 31, 2020 |
$ | |||||||
Granted |
||||||||
Released |
||||||||
Cancelled/forfeited |
( |
) | ||||||
Balance at December 31, 2021 |
$ | |||||||
13. |
INCOME TAXES |
Years Ended December 31, |
||||||||
2021 |
2020 |
|||||||
Federal |
$ | ( |
) | $ | ( |
) | ||
Foreign |
||||||||
Loss before provision for income taxes |
$ | ( |
) | $ | ( |
) | ||
Years Ended December 31, |
||||||||
2021 |
2020 |
|||||||
Federal statutory rate |
% | % | ||||||
Effect of: |
||||||||
State statutory rate, net of federal tax benefit |
% | % | ||||||
Foreign tax |
% | ( |
)% | |||||
Change in valuation allowance |
( |
)% | ( |
)% | ||||
Loss on convertible loan |
( |
)% | ( |
)% | ||||
Warrants |
% | — | ||||||
Other |
( |
%) | ( |
)% | ||||
Total |
% | ( |
)% | |||||
Years Ended December 31, |
||||||||
2021 |
2020 |
|||||||
Current provision: |
||||||||
Federal |
$ | $ | ||||||
State |
||||||||
Foreign |
||||||||
Total current provision |
||||||||
Deferred provision: |
||||||||
Federal |
||||||||
State |
||||||||
Foreign |
( |
) | ||||||
Total deferred provision/(benefit) |
( |
) | ||||||
Provision/(benefit) for income taxes |
$ | ( |
) | $ | ||||
December 31, |
||||||||
2021 |
2020 |
|||||||
Deferred tax assets: |
||||||||
Net operating loss carryforwards |
$ | $ | ||||||
Stock-based compensation |
||||||||
Accruals and reserves |
||||||||
Property and equipment |
||||||||
163(j) interest limitation |
||||||||
|
|
|
|
|||||
Total deferred tax asset before valuation allowance |
||||||||
|
|
|
|
|||||
Valuation allowance |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Deferred tax assets, net of valuation allowance |
$ | $ | ||||||
|
|
|
|
Gross unrecognized tax benefits at January 1, 2020 |
$ | |||
Increase for tax positions during 2020 |
||||
|
|
|||
Gross unrecognized tax benefits at December 31, 2020 |
||||
Gross increase for tax positions during 2021 |
||||
Gross decrease for tax positions during 2021 |
( |
) | ||
|
|
|||
Gross unrecognized tax benefits at December 31, 2021 |
$ | |||
|
|
14. |
NET LOSS PER SHARE |
Year Ended December 31, |
||||||||
2021 |
2020 |
|||||||
Numerator: |
||||||||
Net loss |
$ | ( |
) | $ | ( |
) | ||
Denominator: |
||||||||
Weighted-average common shares outstanding—basic and diluted |
||||||||
Net loss per share—basic and diluted |
$ | ( |
) | $ | ( |
) | ||
December 31, |
||||||||
2021 |
2020 |
|||||||
Conversion of redeemable convertible preferred stock |
— | |||||||
Public warrants and private placement warrants |
— | |||||||
Warrants to purchase redeemable convertible preferred stock |
||||||||
Options to purchase common stock |
||||||||
Restricted stock units |
— | |||||||
Conversion of convertible loan |
— | |||||||
Total common stock equivalents |
||||||||
15. |
SEGMENT INFORMATION |
• | North America: The North America segment consists of operations within the United States and Canada. |
• | Europe: The Europe segment consists of operations within the United Kingdom. |
For the Year Ended December 31, 2021 |
||||||||||||
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, 2020 |
||||||||||||
North America |
Europe |
Total |
||||||||||
Revenue |
$ | $ | $ | |||||||||
Segment loss |
( |
) | ( |
) | ( |
) | ||||||
Unallocated corporate expenses: |
||||||||||||
Operations and technology |
( |
) | ||||||||||
General and administrative |
( |
) | ||||||||||
Loss from operations |
$ | ( |
) | |||||||||
Year Ended December 31, |
||||||||
2021 |
2020 |
|||||||
United States |
% | % | ||||||
Canada |
% | % | ||||||
% | % | |||||||
As of December 31, |
||||||||
2021 |
2020 |
|||||||
North America |
$ | $ | ||||||
Europe |
||||||||
Total long-lived assets |
$ | $ | ||||||
16. |
EMPLOYEE BENEFIT PLANS |
17. |
COMMITMENTS AND CONTINGENCIES |
Years Ending December 31, |
||||
2022 |
$ | |||
2023 |
||||
2024 |
||||
2025 |
||||
2026 |
||||
Thereafter |
||||
Total minimum lease payments |
$ | |||
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. |
Exhibit Number |
Description |
Schedule/ Form |
File No. |
Exhibit |
Filing Date | |||||
101.SCH |
Inline XBRL Taxonomy Extension Schema Document | |||||||||
101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||||
101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||||
101.LAB |
Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||||
101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||||
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* | Filed herewith. |
** | Previously filed. |
# | Indicates management contract or compensatory plan. |
† | Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. |
(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 | |
Fareed Khan | ||
Chief Financial Officer |
Signature |
Title |
Date | ||
/s/ Ron Johnson Ron Johnson |
Director and Chief Executive Officer (Principal Executive Officer) | March 25, 2022 | ||
/s/ Fareed Khan Fareed Khan |
Chief Financial Officer (Principal Financial and Accounting Officer) | March 25, 2022 | ||
/s/ Jonathan Mariner Jonathan Mariner |
Director and Chief Administrative Officer |
March 25, 2022 | ||
* Fred Harman |
Director | March 25, 2022 | ||
* Salaam Coleman Smith |
Director | March 25, 2022 | ||
* Thomas Ricketts |
Director | March 25, 2022 | ||
* Brett Varsov |
Director | March 25, 2022 | ||
* Denise Young Smith |
Director | March 25, 2022 | ||
* Gideon Yu |
Director | March 25, 2022 |
* By: | /s/ Ron Johnson | |
Ron Johnson, Attorney-in-Fact |