Filed Pursuant to Rule 424(b)(3)
Registration No. 333-260568
PROSPECTUS SUPPLEMENT NO. 14
(To the Prospectus dated April 6, 2022)
UP TO 15,660,417 SHARES OF COMMON STOCK
AND
UP TO 89,627,117 SHARES OF COMMON STOCK
UP TO 6,316,667 REDEEMABLE WARRANTS
OFFERED BY THE SELLING SECURITY HOLDERS
OF
ENJOY TECHNOLOGY, INC.
This prospectus supplement supplements the prospectus, dated April 6, 2022 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-260568). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our Current Report on Form 8-K filed with the Securities and Exchange Commission on August 10, 2022 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.
The Prospectus and this prospectus supplement relate to the issuance by us of an aggregate of up to 15,660,417 shares of our common stock, $0.0001 par value per share (“Common Stock”), which consists of (i) up to 6,316,667 shares of Common Stock that are issuable upon the exercise of 6,316,667 warrants (the “Private Placement Warrants”) originally issued in a private placement in connection with the initial public offering of Marquee Raine Acquisition Corp., a Cayman Islands exempted company (“MRAC” and, after the Domestication, “Enjoy Technology, Inc.”) by the holders thereof and (ii) up to 9,343,750 shares of Common Stock that are issuable upon the exercise of 9,343,750 warrants (the “Public Warrants” and, together with the Private Placement Warrants, the “Warrants”) originally issued in the initial public offering of MRAC by the holders thereof.
The Prospectus and this prospectus supplement also relate to the offer and sale from time to time by the selling securityholders named in the Prospectus (the “Selling Securityholders”) of (i) up to 89,627,117 shares of Common Stock, consisting of (a) up to 8,000,000 PIPE Shares (as defined in the Prospectus), (b) up to 9,343,750 sponsor shares (including 2,201,250 Sponsor Earnout Shares (as defined in the Prospectus)), (c) up to 6,316,667 shares of Common Stock issuable upon the exercise of the Private Placement Warrants, (d) 5,500,906 shares of Common Stock issued pursuant to the Backstop Agreement (as defined in the Prospectus), (e) 450,000 shares of Common Stock issued pursuant to the Equity Fee Agreement (as defined in the Prospectus) and (f) up to 60,015,794 shares of Common Stock pursuant to the Registration Rights Agreement (as defined in the Prospectus), and (ii) up to 6,316,667 Private Placement Warrants.
The Common Stock and Warrants are traded on OTC Markets (“OTC”), under the ticker symbol “ENJYQ” for the Common Stock and “ENJWQ” for the Warrants. Prior to the Domestication, MRAC’s Class A ordinary shares, par value $0.0001 per share (the “MRAC Class A ordinary shares”) and warrants to purchase MRAC Class A ordinary shares (the “MRAC Warrants”) traded under the ticker symbols “MRAC”, and “MRACW”, respectively, on Nasdaq. On August 10, 2022, the closing sale price of our Common Stock as reported by OTC was $0.05 per share and the closing price of our Warrants was $0.02 per warrant.
This prospectus supplement should be read in conjunction with the Prospectus, including any amendments or supplements thereto, which is to be delivered with this prospectus supplement. This prospectus supplement is qualified by reference to the Prospectus, including any amendments or supplements thereto, except to the extent that the information in this prospectus supplement updates and supersedes the information contained therein.
This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus, including any amendments or supplements thereto.
Investing in shares of our Common Stock or Warrants involves risks that are described in the “Risk Factors” section beginning on page 10 of the Prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this prospectus supplement or the Prospectus or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is August 11, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 2, 2022
Enjoy Technology, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39800 | 98-1566891 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 3240 Hillview Ave Palo Alto, California |
94304 | |
| (Address of principal executive offices) | (Zip Code) |
(888) 463-6569
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange | ||
| Common stock, $0.0001 par value per share | ENJYQ | * | ||
| Warrants to purchase common stock | ENJYWQ | * |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| * | The registrant’s common stock and warrants began trading exclusively on the OTC Pink Marketplace on July 11, 2022 under the symbols “ENJYQ” and “ENJWQ”, respectively. |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As previously disclosed, on June 30, 2022, Enjoy Technology, Inc. (the “Company”) and certain of its wholly owned subsidiaries filed voluntary petitions for reorganization (the “Reorganization”) under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). As a result of the current status of the Company, the Board of Directors of the Company, contingent upon and effective on the approval of the Bankruptcy Court of the Engagement Letter (as defined below), appointed Todd Zoha, a consultant with AP Services, LLC (“APS”), an affiliate of AlixPartners, LLP, a global consulting firm, to serve as the Company’s Chief Financial Officer (“CFO”). On August 2, 2022, the Bankruptcy Court approved the Engagement Letter, dated July 5, 2022, by and between the Company and APS (the “Engagement Letter”), and the appointment of Mr. Zoha as the Company’s CFO. In that capacity Mr. Zoha will serve as the Company’s principal financial and accounting officer.
Mr. Zoha, age 45, has been a Director of AlixPartners, LLP since July 2018 and has previously provided interim management services to companies as chief restructuring officer and chief financial officer. He previously served as Managing Director at MorrisAnderson & Associates Ltd, a national restructuring firm, from October 2016 to June 2018. From October 2014 to September 2016, Mr. Zoha served as Chief Financial Officer of Stage Capital, LLC, a family office specializing in secondary direct transactions. Mr. Zoha holds an M.B.A in Banking and Finance from Case Western Reserve University and a B.S. in Mathematics and Business Administration from Baldwin Wallace College.
The Engagement Letter provides that Mr. Zoha will serve as the Company’s CFO and that APS will charge the Company for Mr. Zoha’s services at a rate of $945 per hour.
There are no other arrangements or understandings between Mr. Zoha and any other persons pursuant to which he was selected to act as the Company’s principal financial and accounting officer or to serve as CFO. Additionally, there are also no family relationships between Mr. Zoha and any director or executive officer of the Company and Mr. Zoha has no direct or indirect material interest in any related party transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K.
The foregoing description of the Engagement Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Engagement Letter, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2022.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ENJOY TECHNOLOGY, INC. | ||||||
| Dated: August 11, 2022 | ||||||
| By: | /s/ Ron Johnson | |||||
| Ron Johnson | ||||||
| Chief Executive Officer | ||||||