UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 4.02 | Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. |
In connection with the preparation of the financial statements of Enjoy Technology, Inc., a Delaware corporation (the “Company”), as of and for the three and nine months ended September 30, 2021, the Company’s management re-evaluated its application of Accounting Standards Codification Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”) to its accounting classification of Class A ordinary shares subject to possible redemption (the “Public Shares”) issued as part of the units sold in the initial public offering by the Company’s predecessor, Marquee Raine Acquisition Corp. (“MRAC”). The Company had previously classified a portion of the Public Shares as permanent equity because, although the Company did not specify a maximum redemption threshold, the Company’s amended and restated memorandum and articles of association provided that the Company would not redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. Based on such re-evaluation, the Company’s management determined that, in accordance with the ASC 480, redemption provisions not solely within the control of the Company would require Class A ordinary shares subject to redemption to be classified as temporary equity and therefore all of the Public Shares subject to redemption should be classified as temporary equity.
Therefore, on December 13, 2021, the Company’s management and the Audit Committee of the Company’s Board of Directors concluded that the previously issued (i) audited balance sheet as of December 17, 2020 (the “Post IPO Balance Sheet”), as previously revised in MRAC’s Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 2020, filed with the Securities and Exchange Commission (the “SEC”) on May 13, 2021 (“2020 Form 10-K/A No. 1”), (ii) audited financial statements as of and for the periods ended December 31, 2020 included in the 2020 Form 10-K/A No. 1; (iii) unaudited interim financial statements included in MRAC’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on May 24, 2021; (iv) unaudited interim financial statements included in MRAC’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 16, 2021, and (v) footnote 2 to the unaudited interim financial statements and Item 4 of Part 1 included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the SEC on November 12, 2021 (the “Q3 Form 10-Q”) (collectively, the “Affected Periods”), should be restated to report all Public Shares as temporary equity and should no longer be relied upon.
As a result, the Company intends to restate its financial statements for the Affected Periods in a Form 10-K/A, Amendment No. 2, for the Post IPO Balance Sheet and the Company’s audited financial statements for the fiscal year ended December 31, 2020 included in the 2020 Form 10-K/A No. 1, and will restate the unaudited condensed financial statements for the periods ended March 31, 2021, June 30, 2021 and September 30, 2021 in an amendment to the Q3 Form 10-Q (together, the “Amended Reports”), as described therein.
The Company does not expect any of the above changes will have any impact on its cash position.
In addition, the Company’s management has concluded that, in light of the classification error described above, a material weakness exists in the Company’s internal control over financial reporting during the Affected Periods and that the Company’s disclosure controls and procedures were not effective. The Company’s remediation plan with respect to such material weakness is described in more detail in the Amended Reports.
The Company’s management has discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with WithumSmith+Brown, PC, MRAC’s independent registered public accounting firm prior to the business combination.
IMPORTANT LEGAL INFORMATION
Cautionary Statement Regarding Forward-Looking Statements
This report may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, including those relating to the filings of the respective amendments to the 2020 Form 10-K/A No. 1 and Q3 Form 10-Q, other than statements of historical fact included in this report are forward-looking statements. When used in this report, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to the Company or its management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the SEC. Copies of such filings are available on the SEC’s website, www.sec.gov. All subsequent written or oral forward-looking statements attributable to the Company or persons acting on its behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
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: December 14, 2021 | ||||
| By: | /S/ Fareed Khan | |||
| Fareed Khan | ||||
| Chief Financial Officer | ||||