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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Securities registered pursuant to Section 12(b) of the Act:
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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 on July 11, 2022 under the symbols “ENJYQ” and “ENJWQ”, respectively. |
| Item 1.03 | Bankruptcy or Receivership. |
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 in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”).
On December 14, 2022, the Bankruptcy Court entered an order confirming the Debtors’ Amended Combined Disclosure Statement and Chapter 11 Plan of Liquidation (the “Plan”), pursuant to which all shares of common stock and other equity interests in the Company are cancelled and extinguished as of the date hereof. A copy of the Plan is attached as Exhibit 2.1 to this Current Report on Form 8-K.
The following chart provides a summary of treatment of each Class of Claims and Equity Interests (each as defined in the Plan) and an estimate of the recoveries of each Class. The treatment provided in this chart is for informational purposes only and is qualified in its entirety by Article VII of the Plan.
| Class |
Treatment / Voting Status |
Estimated Claims Pool/Projected Recovery | ||
| Class 1 - Secured Claims |
Unimpaired / Deemed to Accept | Approx. $0 Recovery: 100% | ||
| Class 2 - Priority Non-Tax Claims |
Unimpaired / Deemed to Accept | Approx. $0 Recovery: 100% | ||
| Class 3A - General Unsecured Claims |
Impaired / Entitled to Vote | Approx. $26,250,000 - $26,750,000 Recovery: 46-64% | ||
| Class 3B - Unsecured Note Claim |
Impaired / Entitled to Vote | Approx. $10,136,986.30 Recovery: 0-31% | ||
| Class 3C - Insured Claims |
Impaired / Entitled to Vote | Approx. N/A Recovery: N/A | ||
| Class 4 - Intercompany Claims |
Impaired / Deemed to Reject | Approx. $0 Recovery: 0% | ||
| Class 5 - EJY Equity Interests |
Impaired / Deemed to Reject | Recovery: 0% | ||
| Class 6 - Intercompany Equity Interests |
Unimpaired / Deemed to Accept | N/A |
The foregoing summary of the Plan does not purport to be complete and is qualified in its entirety by reference to the Plan, which is filed as Exhibit 2.1 to this Current Report on Form 8-K.
For information regarding the Company’s assets and liabilities, please reference the November Operating Report (as defined below) discussed in Item 8.01 and attached as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 8.01 | Other Events. |
Beginning on July 21, 2022 and monthly thereafter, the Company has filed monthly operating reports with the Bankruptcy Court. On November 14, 2022, the Company filed a Current Report on Form 8-K with the SEC to which it attached a copy of all monthly operating reports that it had previously submitted to the Bankruptcy Court as exhibits. On November 30, 2022, the Company filed a Current Report on Form 8-K with the SEC to which it attached a copy of the monthly operating report for the month ending October 31, 2022 that it had previously submitted to the Bankruptcy Court on November 21, 2022 as an exhibit.
On December 14, 2022, the Company filed a monthly operating report for the month ending November 30, 2022 (the “November Monthly Operating Report”) with the Bankruptcy Court.
A copy of the November Monthly Operating is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The November Monthly Operating Report (together with the monthly operating reports for prior periods, 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.
| Exhibit No. |
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| 2.1 | Debtors’ Amended Combined Disclosure Statement and Chapter 11 Plan of Liquidation. | |
| 99.1 | Chapter 11 Monthly Operating Report for the Month Ending: 11/30/2022 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: December 15, 2022 | ||||||
| By: | /s/ Tiffany N. Meriweather | |||||
| Tiffany N. Meriweather | ||||||
| Chief Legal Officer and Corporate Secretary | ||||||