SEC Form 424B3 filed by Enjoy Technology Inc.

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-260568

PROSPECTUS SUPPLEMENT NO. 20

(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

LEGACY EJY, 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 November 14, 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.” and, as of August 31, 2022, “Legacy EJY, 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 November 11, 2022, the closing sale price of our Common Stock as reported by OTC was $0.01 per share and the closing price of our Warrants was $0.007 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 November 14, 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): November 14, 2022

 

 

Legacy EJY, 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 (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
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 8.01

Other Events.

As previously disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on June 30, 2022, on June 30, 2022, Legacy EJY Inc. (f/k/a/ “Enjoy Technology, Inc.”) (the “Company”) and certain of its wholly owned subsidiaries (together with the Company, the “Debtors”) filed voluntary petitions (and the cases commenced thereby, the “Chapter 11 Cases”) under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The Chapter 11 Cases are being jointly administered under the caption “In re Legacy EJY Inc., et al., Case No. 22-10580 (JKS).”

The Company has filed the following monthly operating reports with the Bankruptcy Court:

 

•

on July 21, 2022, a monthly operating report for the month ending June 30, 2022 (the “June Monthly Operating Report”);

 

•

on August 22, 2022, a monthly operating report for the month ending July 31, 2022 (the “July Monthly Operating Report”);

 

•

on September 23, 2022, a monthly operating report for the month ending August 31, 2022 (the “August Monthly Operating Report”); and

 

•

on October 21, 2022, a monthly operating report for the month ending September 30, 2022 (the “September Monthly Operating Report”, and together with the June Monthly Operating Report, the July Monthly Operating Report and the August Monthly Operating Report, the “Monthly Operating Reports”).

A copy of each of the June Monthly Operating Report, July Monthly Operating Report, August Monthly Operating Report and September Monthly Operating Report is attached as Exhibit 99.1, Exhibit 99.2, Exhibit 99.3 and Exhibit 99.4, respectively, to this Current Report on Form 8-K and is incorporated herein by reference.

The Monthly Operating Reports and other filings with the Bankruptcy Court related to the Chapter 11 Cases are available electronically at http://cases.stretto.com/EnjoyTechnology. This website address contains third-party content and is provided for convenience only. Third-party content is the responsibility of the third party, and the Company disclaims liability for such content.

Cautionary Statement Regarding Financial Operating Data

The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Reports, which were not prepared for the purpose of providing the basis for an investment decision relating to any securities of the Company. The Company prepared the Monthly Operating Reports solely for purposes of complying with the monthly operating requirements applicable in the Debtors’ Chapter 11 Cases. The financial information contained in the Monthly Operating Reports is unaudited, limited in scope, and as such, has not been subject to procedures that would typically be applied to financial statements in accordance with accounting principles generally accepted in the United States of America. The Monthly Operating Reports should not be relied upon by any persons for information relating to current or future financial condition, events, or performance of the Company, as the results of operations contained in the Monthly Operating Reports are not necessarily indicative of results which may be expected from any other period or for the full year, and may not necessarily reflect the combined results of operations, financial position, and schedule of receipts and disbursements in the future. These unaudited financial statements were prepared using certain assumptions and estimates. These assumptions and estimates are subject to revision. Further, the amounts shown in these statements may differ materially due to adjustments in accruals, changes in facts and circumstances, changes in estimates, further analysis, and other factors.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

The following Exhibits are being furnished, and are not deemed to be filed:

 

Exhibit No.
99.1		Chapter 11 Monthly Operating Report for the Month Ending: 06/30/2022 Filed by Legacy EJY, Inc. filed with the United States Bankruptcy Court for the District of Delaware
99.2		Chapter 11 Monthly Operating Report for the Month Ending: 07/31/2022 Filed by Legacy EJY, Inc. filed with the United States Bankruptcy Court for the District of Delaware
99.3		Chapter 11 Monthly Operating Report for the Month Ending: 08/31/2022 Filed by Legacy EJY, Inc. filed with the United States Bankruptcy Court for the District of Delaware
99.4		Chapter 11 Monthly Operating Report for the Month Ending: 09/30/2022 Filed by Legacy EJY, Inc. filed with the United States Bankruptcy Court for the District of Delaware
104		Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document (contained in Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

				Legacy EJY, Inc.
Dated: November 14, 2022
				By:		/s/ Tiffany N. Meriweather
						Tiffany N. Meriweather
						Chief Legal Officer and Corporate Secretary

Exhibit 99.1

UNITED STATES BANKRUPTCY COURT

             DISTRICT OF Delaware

 

                                                                                                      

 

In Re. Enjoy Technology, Inc.				§		Case No. 22-10580
				§
				§		Lead Case No. 22-10580
		Debtor(s)		§
						☒ Jointly Administered

 

Monthly Operating Report

Chapter 11

Reporting Period Ended: 06/30/2022

Petition Date: 06/30/2022

Months Pending: 0

Industry Classification:

5

4

1

9

Reporting Method:                                           Accrual Basis    ☒

Cash Basis ☐

Debtor’s Full-Time Employees (current):

0

Debtor’s Full-Time Employees (as of date of order for relief):

0

Supporting Documentation (check all that are attached):

(For jointly administered debtors, any required schedules must be provided on a non-consolidated basis for each debtor)

☒ Statement of cash receipts and disbursements

☒ Balance sheet containing the summary and detail of the assets, liabilities and equity (net worth) or deficit

☒ Statement of operations (profit or loss statement)

☐ Accounts receivable aging

☐ Postpetition liabilities aging

☐ Statement of capital assets

☐ Schedule of payments to professionals

☐ Schedule of payments to insiders

☒ All bank statements and bank reconciliations for the reporting period

☐ Description of the assets sold or transferred and the terms of the sale or transfer

 

/s/ Brendan J. Schlauch				Brendan J. Schlauch
Signature of Responsible Party				Printed Name of Responsible Party
07/21/2022
Date				Richards, Layton & Finger, P.A. One Rodney Square, 920 North King Street Wilmington, DE 19801
				Address

STATEMENT: This Periodic Report is associated with an open bankruptcy case; therefore, Paperwork Reduction Act exemption 5 C.F.R. § 1320.4(a)(2) applies.

UST Form 11-MOR (12/01/2021)

 

1

Debtor’s Name Enjoy Technology, Inc.		Case No. 22-10580

 

Part 1: Cash Receipts and Disbursements		Current Month				Cumulative
a. Cash balance beginning of month		$	0
b. Total receipts (net of transfers between accounts)		$	0			$	0
c. Total disbursements (net of transfers between accounts)		$	0			$	0
d. Cash balance end of month (a+b-c)		$	0			$	0
e. Disbursements made by third party for the benefit of the estate		$	0			$	0
f. Total disbursements for quarterly fee calculation (c+e)		$	0			$	0
Part 2: Asset and Liability Status (Not generally applicable to Individual Debtors. See Instructions.)		Current Month
a. Accounts receivable (total net of allowance)		$	0
b. Accounts receivable over 90 days outstanding (net of allowance)		$	0
c. Inventory (Book  ☒ Market  ☐ Other  ☐ (attach explanation))		$	0
d. Total current assets		$	0
e. Total assets		$	173,711,480
f. Postpetition payables (excluding taxes)		$	0
g. Postpetition payables past due (excluding taxes)		$	0
h. Postpetition taxes payable		$	0
i. Postpetition taxes past due		$	0
j. Total postpetition debt (f+h)		$	0
k. Prepetition secured debt		$	0
l. Prepetition priority debt		$	0
m. Prepetition unsecured debt		$	0
n. Total liabilities (debt) (j+k+l+m)		$	0
o. Ending equity/net worth (e-n)		$	173,711,480
Part 3: Assets Sold or Transferred		Current Month				Cumulative
a. Total cash sales price for assets sold/transferred outside the ordinary course of business		$	0			$	0
b. Total payments to third parties incident to assets being sold/transferred outside the ordinary course of business		$	0			$	0
c. Net cash proceeds from assets sold/transferred outside the ordinary course of business (a-b)		$	0			$	0
Part 4: Income Statement (Statement of Operations) (Not generally applicable to Individual Debtors. See Instructions.)		Current Month				Cumulative
a. Gross income/sales (net of returns and allowances)		$	0
b. Cost of goods sold (inclusive of depreciation, if applicable)		$	0
c. Gross profit (a-b)		$	0
d. Selling expenses		$	0
e. General and administrative expenses		$	0
f. Other expenses		$	0
g. Depreciation and/or amortization (not included in 4b)		$	0
h. Interest		$	0
i. Taxes (local, state, and federal)		$	0
j. Reorganization items		$	0
k. Profit (loss)		$	0			$	0

 

UST Form 11-MOR (12/01/2021)		2

Debtor’s Name Enjoy Technology, Inc.		Case No. 22-10580

 

Part 5: Professional Fees and Expenses

Approved Current Month

Approved Cumulative

Paid Current Month

Paid Cumulative

a.

Debtor’s professional fees & expenses (bankruptcy) Aggregate Total

Itemized Breakdown by Firm

Firm Name

Role

i

ii

iii

iv

v

vi

vii

viii

ix

x

xi

xii

xiii

xiv

xv

xvi

xvii

xviii

xix

xx

xxi

xxii

xxiii

xxiv

xxv

xxvi

xxvii

xxviii

xxix

xxx

xxxi

xxxii

xxxiii

xxxiv

xxxv

xxxvi

 

UST Form 11-MOR (12/01/2021)		3

Debtor’s Name Enjoy Technology, Inc.		Case No. 22-10580

 

xxxvii

xxxviii

xxxix

xl

xli

xlii

xliii

xliv

xlv

xlvi

xlvii

xlviii

xlix

l

li

lii

liii

liv

lv

lvi

lvii

lviii

lix

lx

lxi

lxii

lxiii

lxiv

lxv

lxvi

lxvii

lxviii

lxix

lxx

lxxi

lxxii

lxxiii

lxxiv

lxxv

lxxvi

lxxvii

 

UST Form 11-MOR (12/01/2021)		4

Debtor’s Name Enjoy Technology, Inc.		Case No. 22-10580

 

lxxviii

lxxix

lxxx

lxxxi

lxxxii

lxxxiii

lxxxiv

lxxxv

lxxxvi

lxxxvii

lxxxviii

lxxxix

xc

xci

xcii

xciii

xciv

xcv

xcvi

xcvii

xcviii

xcix

c

ci

Approved Current Month

Approved Cumulative

Paid Current Month

Paid Cumulative

b.

Debtor’s professional fees & expenses (nonbankruptcy) Aggregate Total

Itemized Breakdown by Firm

Firm Name

Role

i

ii

iii

iv

v

vi

vii

viii

ix

x

xi

xii

xiii

xiv

 

UST Form 11-MOR (12/01/2021)		5

Debtor’s Name Enjoy Technology, Inc.		Case No. 22-10580

 

xv

xvi

xvii

xviii

xix

xx

xxi

xxii

xxiii

xxiv

xxv

xxvi

xxvii

xxviii

xxix

xxx

xxxi

xxxii

xxxiii

xxxiv

xxxv

xxxvi

xxxvii

xxxviii

xxxix

xl

xli

xlii

xliii

xliv

xlv

xlvi

xlvii

xlviii

xlix

l

li

lii

liii

liv

lv

lvi

 

UST Form 11-MOR (12/01/2021)		6

Debtor’s Name Enjoy Technology, Inc.		Case No. 22-10580

 

lvii

lviii

lix

lx

lxi

lxii

lxiii

lxiv

lxv

lxvi

lxvii

lxviii

lxix

lxx

lxxi

lxxii

lxxiii

lxxiv

lxxv

lxxvi

lxxvii

lxxviii

lxxix

lxxx

lxxxi

lxxxii

lxxxiii

lxxxiv

lxxxv

lxxxvi

lxxxvii

lxxxviii

lxxxix

xc

xci

xcii

xciii

xciv

xcv

xcvi

xcvii

xcviii

xcix

c

c.

All professional fees and expenses (debtor & committees)

$            0

$            0

$            0

$            0

 

UST Form 11-MOR (12/01/2021)		7

Debtor’s Name Enjoy Technology, Inc.		Case No. 22-10580

 

Part 6: Postpetition Taxes						Current Month				Cumulative
a. Postpetition income taxes accrued (local, state, and federal)						$	0			$	0
b. Postpetition income taxes paid (local, state, and federal)						$	0			$	0
c. Postpetition employer payroll taxes accrued						$	0			$	0
d. Postpetition employer payroll taxes paid						$	0			$	0
e. Postpetition property taxes paid						$	0			$	0
f. Postpetition other taxes accrued (local, state, and federal)						$	0			$	0
g. Postpetition other taxes paid (local, state, and federal)						$	0			$	0

 

Part 7: Questionnaire - During this reporting period:
a. Were any payments made on prepetition debt? (if yes, see Instructions)		Yes ☐ No ☒
b. Were any payments made outside the ordinary course of business without court approval? (if yes, see Instructions)		Yes ☐ No ☒
c. Were any payments made to or on behalf of insiders?		Yes ☐ No ☒
d. Are you current on postpetition tax return filings?		Yes ☒ No ☐
e. Are you current on postpetition estimated tax payments?		Yes ☒ No ☐
f. Were all trust fund taxes remitted on a current basis?		Yes ☒ No ☐
g. Was there any postpetition borrowing, other than trade credit? (if yes, see Instructions)		Yes ☐ No ☒
h. Were all payments made to or on behalf of professionals approved by the court?		Yes ☐ No ☐ N/A ☒
i. Do you have:                 Worker’s compensation insurance?		Yes ☒ No ☐
If yes, are your premiums current?		Yes ☒ No ☐ N/A ☐ (if no, see Instructions)
Casualty/property insurance?		Yes ☒ No ☐
If yes, are your premiums current?		Yes ☒ No ☐ N/A ☐ (if no, see Instructions)
General liability insurance?		Yes ☒ No ☐
If yes, are your premiums current?		Yes ☒ No ☐ N/A ☐ (if no, see Instructions)
j. Has a plan of reorganization been filed with the court?		Yes ☐ No ☒
k. Has a disclosure statement been filed with the court?		Yes ☐ No ☒
l. Are you current with quarterly U.S. Trustee fees as set forth under 28 U.S.C. § 1930		Yes ☒ No ☐

 

UST Form 11-MOR (12/01/2021)		8

Debtor’s Name Enjoy Technology, Inc.		Case No. 22-10580

 

Part 8: Individual Chapter 11 Debtors (Only)

 

a. Gross income (receipts) from salary and wages		$	0
b. Gross income (receipts) from self-employment		$	0
c. Gross income from all other sources		$	0
d. Total income in the reporting period (a+b+c)		$	0
e. Payroll deductions		$	0
f. Self-employment related expenses		$	0
g. Living expenses		$	0
h. All other expenses		$	0
i. Total expenses in the reporting period (e+f+g+h)		$	0
j. Difference between total income and total expenses (d-i)		$	0
k. List the total amount of all postpetition debts that are past due		$	0
l. Are you required to pay any Domestic Support Obligations as defined by 11 U.S.C § 101(14A)?			Yes ☐ No ☒
m. If yes, have you made all Domestic Support Obligation payments?			Yes ☐ No ☐ N/A ☒

Privacy Act Statement

28 U.S.C. § 589b authorizes the collection of this information, and provision of this information is mandatory under 11 U.S.C. §§ 704, 1106, and 1107. The United States Trustee will use this information to calculate statutory fee assessments under 28 U.S.C. § 1930(a)(6). The United States Trustee will also use this information to evaluate a chapter 11 debtor’s progress through the bankruptcy system, including the likelihood of a plan of reorganization being confirmed and whether the case is being prosecuted in good faith. This information may be disclosed to a bankruptcy trustee or examiner when the information is needed to perform the trustee’s or examiner’s duties or to the appropriate federal, state, local, regulatory, tribal, or foreign law enforcement agency when the information indicates a violation or potential violation of law. Other disclosures may be made for routine purposes. For a discussion of the types of routine disclosures that may be made, you may consult the Executive Office for United States Trustee’s systems of records notice, UST-001, “Bankruptcy Case Files and Associated Records.” See 71 Fed. Reg. 59,818 et seq. (Oct. 11, 2006). A copy of the notice may be obtained at the following link: http:// www.justice.gov/ust/eo/rules_regulations/index.htm. Failure to provide this information could result in the dismissal or conversion of your bankruptcy case or other action by the United States Trustee. 11 U.S.C. § 1112(b)(4)(F).

I declare under penalty of perjury that the foregoing Monthly Operating Report and its supporting documentation are true and correct and that I have been authorized to sign this report on behalf of the estate.

 

/s/ Todd A. Zoha				Todd A. Zoha
Signature of Responsible Party				Printed Name of Responsible Party
Proposed CFO (Pending Bankruptcy Court approval)				07/21/2022
Title				Date

 

UST Form 11-MOR (12/01/2021)		9

Debtor’s Name Enjoy Technology, Inc.		Case No. 22-10580

 

PageOnePartOne

PageOnePartTwo

PageTwoPartOne

PageTwoPartTwo

 

UST Form 11-MOR (12/01/2021)		10

Debtor’s Name Enjoy Technology, Inc.		Case No. 22-10580

 

Bankruptcy1to50

Bankruptcy51to100

NonBankruptcy1to50

NonBankruptcy51to100

 

UST Form 11-MOR (12/01/2021)		11

Debtor’s Name Enjoy Technology, Inc.		Case No. 22-10580

 

PageThree

PageFour

 

UST Form 11-MOR (12/01/2021)		12

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

 

In re:   ENJOY TECHNOLOGY, INC., et al,1   Debtors.		) ) ) ) ) ) ) )		Chapter 11   Case No. 22-10580 (JKS)   (Jointly Administered)
		)

GLOBAL NOTES AND STATEMENT OF LIMITATIONS,

METHODOLOGY AND DISCLAIMERS REGARDING

JUNE 30, 2022 MONTHLY OPERATING REPORT

The debtors and debtors in possession (the “Debtors”) in the above-captioned jointly administered chapter 11 cases (the “Chapter 11 Cases”) have prepared and filed the attached June 30, 2022 Monthly Operating Report (the “MOR”) in the United States Bankruptcy Court for the District of Delaware (the “Court”). The Debtors have prepared the MOR with the assistance of its advisors and professionals solely for the purpose of complying with the reporting requirements applicable in the Chapter 11 Cases and is in a format consistent with the instructions provided by the Office of the United States Trustee for the District of Delaware. The financial information contained herein is unaudited, limited in scope, and is not prepared in accordance with accounting principles generally accepted in the United States of America nor in accordance with federal or state securities laws or other applicable non-bankruptcy law or in lieu of complying with any periodic reporting requirements thereunder.

In preparing the MOR, the Debtors relied on financial data available from the limited books and records available to it at the time of such preparation, as well certain filings from the docket in the chapter 11 cases. Although the Debtors made commercially reasonable efforts to ensure the accuracy and completeness of the MOR, inadvertent errors or omissions may exist.² For the avoidance of doubt, the Debtors hereby reserves its rights to amend and supplement the MOR as may be necessary or appropriate.

 

1

The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number include: Enjoy Technology, Inc. (6891); Enjoy Technology Operating Corp. (4543); Enjoy Technology LLC (0230). The location of the Debtors’ service address in these chapter 11 cases is 3240 Hillview Avenue, Palo Alto, CA 94304.

2	The Debtors, and its agents, advisors, attorneys, and other professionals, as applicable, do not guarantee or warrant the accuracy or completeness of the data that is provided in the MOR.

 

1

Each signatory to the MOR has necessarily relied upon the efforts, statements, advice, and representations of personnel of the Debtors and its advisors and professionals. Each signatory has not (and could not have) personally verified the accuracy of each such statement, representation, and answer contained in the MOR.

Part 1: Cash Receipts and Disbursements. The MOR presents the Debtors’ best estimates of receipts and disbursements for the one-day period on June 30, 2022. These cases commenced on June 30, 2022 and the Debtors’ first day motions were heard on July 1, 2022. As such Debtors had no authority to utilize any bank accounts or to make, and did not make, any disbursements on June 30, 2022.

Part 2: Asset and Liability Status. The amounts identified in Part 2 of the MOR are derived from the Debtors’ unaudited and estimated Balance Sheets as of June 30, 2022. Please refer to the notes above for information about presentation and limitations that may exist in the MOR.

Part 3: Assets Sold or Transferred. No such transactions or activities occurred on June 30, 2022

Part 4: Income Statement (Statement of Operations). This MOR is derived from and presents the Debtors’ best estimates of their Statements of Operations for the one-day period on June 30, 2022. Please refer to the notes above for information about presentation and limitations that may exist in the MOR.

Part 5: Professional Fees and Expenses. The Debtors did not make any payments to any restructuring professionals (whether retained or anticipated to be retained) or any ordinary course professionals on the one-day period on June 30, 2022.

Part 6: Postpetition Taxes The Debtors collect, withhold, and incur sales, use, withholding, income, and property taxes, as well as other business and regulatory fees and assessments (collectively, the “Taxes and Fees”). The Debtors remit the Taxes and Fees to various federal, state, and local governments (collectively, the “Authorities”). The Debtors pay the Taxes and Fees to the Authorities on a periodic basis, remitting them monthly, semi-monthly, quarterly, semi-annually, or annually depending on the nature and incurrence of a particular Tax or Fee. On July 20, 2022, the Court entered an order [Docket No. 160] authorizing, but not directing, the Debtors to, among other things, pay Taxes and Fees that arise or accrue in the ordinary course of business on a postpetition basis consistent with prepetition practices. Accordingly, amounts presented on the MORs are assumed to be $0 related to the one-day period of June 30, 2022 covered by this report.

 

2

In re: Enjoy Technology, Inc.		Lead Case No:		22-10580
Pro-Forma Balance Sheet for the Month Ended June 30, 2022 - (Unaudited)		Reporting Period:		June 30, 2022

 

USD Actual		100-Enjoy Technologies LLC				900-Enjoy Technology, Inc (f/k/a Marquee Raine Acquisition Corp)				(No books / Assets / Liabilities at this entity) Enjoy Technology Operation Corp.
ASSETS
111000-CASH AND CASH EQUIVALENTS			2,985,000				0				0
111100-OPERATING CHECKING - US			454,985				0				0
111200-OPERATING CHECKING			15				0				0
111800-Investments			0				0				0
111900-RESTRICTED CASH			2,530,000				0				0
112000-RECEIVABLES			1,275,132				0				0
112100-ACCOUNTS RECEIVABLE			1,275,132				0				0
112110-Trade AR			1,299,250				0				0
112120-Unbilled Receivables			0				0				0
112130-Unapplied Receipt			(24,118	)			0				0
114000-PREPAID, DEFERRED, AND OTHER ASSETS			8,270,494				173,711,480				0
114100-PREPAID EXPENSES			7,388,426				0				0
114110-Prepaid Insurance			6,120,749				0				0
114120-Prepaid Software and Subscriptions			801,864				0				0
114140-Prepaid Others			465,813				0				0
114200-OTHER ASSETS			881,933				0				0
114215-Security Deposit ST			600,000				0				0
114218-Deferred tax asset			0				0				0
114220-Other Receivables			281,933				0				0
114230-VAT Receivables			0				0				0
114231-GST Receivables			0				0				0
114232-HST Receivables			0				0				0
114300-ACCRUED REVENUE			0				0				0
114310-Unbilled Service Revenue			0				0				0
114600-INVESTMENT AND OTHER ASSETS			135				173,711,480				0
114610-Investment in Foreign Subsidiary			135				0				0
114620-Investment in US Subsidiary			0				173,711,480				0
114700-INTERCOMPANY RECEIVABLES			0				0				0
114710-Intercompany Receivable Enjoy (UK) Ltd			0				0				0
114711-Intercompany Receivable Enjoy Canada			0				0				0
TOTAL CURRENT ASSETS			12,530,626				173,711,480				0
NON-CURRENT ASSETS
125000-PROPERTY, PLANT AND EQUIPMENT			10,540,479				0				0
125100-FIXED ASSETS - GROSS			15,798,727				0				0
125110-Leasehold Improvements			12,738,664				0				0
125118-CIP: Leasehold Improvements			0				0				0
125119-Clearing: Leasehold Improvements			49,794				0				0
125120-Furniture and Fixtures			1,823,622				0				0
125128-CIP: Furniture and Fixtures			0				0				0
125129-Clearing: Furniture and Fixtures			0				0				0
125130-Computer Equipment			106,869				0				0
125150-Electronic Office Equipment			731,146				0				0
125158-CIP: Electronic Office Equipment			0				0				0
125160-Vehicles Purchased			65,708				0				0
125170-Vehicle Equipment			282,924				0				0
125200-ACCUMULATED DEPRECIATION			(6,279,432	)			0				0
125210-AD: Leasehold Improvements			(4,933,186	)			0				0
125220-AD: Furniture and Fixtures			(683,588	)			0				0
125230-AD: Computer Equipment			(80,167	)			0				0
125250-AD: Electronic Office Equipment			(329,784	)			0				0
125260-AD: Vehicles Purchased			(65,373	)			0				0
125270-AD: Vehicle Equipment			(102,235	)			0				0
125280-AD: Internally developed Software			(85,099	)			0				0
125300-CAPITALIZED SOFTWARE			1,021,184				0				0
125301-Capitalized internal-use software			1,021,184				0				0