Legacy EJY : UNITED STATES BANKRUPTCY COURT - Form 8-K

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

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

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

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

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

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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

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

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

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

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

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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

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

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

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Bankruptcy51to100

NonBankruptcy1to50

NonBankruptcy51to100

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

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

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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

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.
126000-INTANGIBLE ASSETS EXCLUDING GOODWILL			816,667				0				0
126100-INTANGIBLE ASSETS			816,667				0				0
127000-OTHER ASSETS LONG TERM			31,633,975				0				0
127100-Deposits LT			1,370,000				0				0
127150-Security Deposit LT			2,185,551				0				0
127210-Public company issuance costs			0				0				0
127300-ROU Asset-Operating Leases			28,078,424				0				0
TOTAL NON-CURRENT ASSETS			42,991,121				0				0
TOTAL ASSETS			55,521,747				173,711,480				0
LIABILITIES
CURRENT LIABILITIES
211100-ACCOUNTS PAYABLE			9,780,284				0				0
211110-Trade AP			9,516,792				0				0
211111-American Express - Credit Card manual			42,496				0				0
211112-American Express - TradeshiftGo			79,124				0				0
211113-American Express - vBTA			57,885				0				0
211115-American Express - Car Rental			29,433				0				0
211116-SVB - Credit Card manual			54,554				0				0
211200-ACCRUED LIABILITIES			3,245,004				0				0
211210-Accrued Accounts Payable			2,877				0				0
211220-Accrued Expense			3,242,127				0				0
211300-EMPLOYEE-RELATED LIABILITIES			9,448,000				0				0
211310-Accrued Compensation			5,155,865				0				0
211311-FSA and HSA Contributions			58,377				0				0
211312-401K Contributions			1,808				0				0
211313-Payroll Taxes Clearing			1,206,971				0				0
211314-Payroll Net Pay Clearing			1,747,504				0				0
211315-Equity Tax Clearing			31,025				0				0
211380-Accrued Vacation			1,246,450				0				0
211400-TAXES PAYABLE			139,500				0				0
211410-Income Taxes			154,168				0				0
211420-Franchise Taxes			(14,668	)			0				0
211430-Tax payable			0				0				0
211432-HST Payable 13%-15%			0				0				0
211490-VAT Payables			0				0				0
212000-DEBT AND CAPITAL LEASE OBLIGATIONS			9,912,416				0				0
212300-ROU Lease Liability S/T-Operating Leases			9,912,416				0
213000-DEFERRED REVENUE AND CREDITS			113,790				0				0
213110-Unbilled Credit Memos			113,790				0
215000-LIABILITIES AND OTHER DEBT			11,962,192				0				0
215100-Deferred Rent			0				0				0
215101-Refund Liability			11,815,000				0				0
215104-Interest payable			57,534				0				0
215105-Other payable			89,658				0				0
216000-RELATED PARTY LIABILITIES			(5,276,920	)			0				0
216100-INTER-COMPANY PAYABLES			(5,276,920	)			0				0
216110-Intercompany Payables - Enjoy (UK) LTD			(2,887,042	)			0				0
216111-Intercompany Payables - Enjoy Canada			(2,389,877	)			0				0
TOTAL CURRENT LIABILITIES			39,324,267				0				0

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.
NON-CURRENT LIABILITIES
220000-OTHER LIABILITIES (LONG-TERM PORTION)			33,753,878				3,915,104				0
221110-Promissory Note LT			0				0				0
221111-Other Long-Term Liabilities			12,500,000				0				0
221118-MRAC Derivative Warrant Liability			0				3,915,104				0
221400-Lease Liability LT-Finance Leases			19,638				0				0
221450-ROU Lease Liability LT-Operating Leases			21,234,240				0				0
TOTAL NON-CURRENT LIABILITIES			33,753,878				3,915,104				0
TOTAL LIABILITIES			73,078,145				3,915,104				0
SHAREHOLDERS' EQUITY
310000-PAID-IN CAPITAL			763,989,574				150,220,854				0
311100-Common Stock			0				12,150				0
311200-Additional paid-In Capital			725,850,533				150,208,704				0
311201-Intercompany equity			291				0				0
311202-Warrants - APIC			1,356,750				0				0
311203-2020 Convertible Note adjustment - APIC			36,782,000				0				0
320000-RETAINED EARNINGS			(669,165,070	)			16,913,250				0
323000-Retained Earnings			(672,360,070	)			16,913,250				0
323100-Accumulated Other Comprehensive Income			0				0				0
324000-Cumulative Translation Adjustment			0				0				0
324100-Cumulative Translation Adjustment - Historical
One Time			3,195,000				0				0
NET INCOME			(112,380,903	)			2,662,272				0
TOTAL SHAREHOLDERS' EQUITY			(17,556,398	)			169,796,376				0
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY			55,521,747				173,711,480				0

Note: Balance sheet above reflects pro-forma estimates (unaudited) of balance sheet accounts and is subject to change pending completion of company close process

In re: Enjoy Technology, Inc.		Lead Case No:		22-10580
Pro-Forma Income Stmt for 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.
400000-REVENUE			(199,271	)			0				0
420000-SERVICE SALES			(199,271	)			0				0
421101-AT&T Service Revenue			(249,059	)			0				0
421105-Apple Revenue Generated in AT&T Visits			3,030				0				0
421110-EE Base Fee Revenue			0				0				0
421111-BT Solution Revenue			0				0				0
421113-EE Solution Revenue			0				0				0
421114-BT Base Fee Revenue			0				0				0
421120-Rogers Service Revenue			0				0				0
421140-Apple Revenue			(13,469	)			0				0
421936-AT&T Chargeback True Up			63,216				0				0
421945-Rogers Chargeback True Up			0				0				0
421950-Apple Rebate			(2,989	)			0				0
500000-COST OF GOODS SOLD			6,438				0				0
510000-PRODUCT COST OF SALES			6,438				0				0
511100-PRODUCT COSTS OF SALES			6,438				0				0
511151-Gross Theft			1,892				0				0
511152-Gross Shrink, Damage			4,547				0				0
G59999-REVENUE			(192,832	)			0				0
600000-OPERATING EXPENSE			642,997				0				0
610000-COMPENSATION			270,204				0				0
611000-SALARIES, WAGES, AND BENEFITS			328,244				0				0
611100-SALARIES			308,857				0				0
611110-Salaries and Wages			279,129				0				0
611115-Overtime and Doubletime			13,413				0				0
611120-Bonus Sign-on			1,883				0				0
611121-Bonus Performance			13,594				0				0
611122-Bonus Other			617				0				0
611190-Payroll Cell Phone Reimbursement			221				0				0
611200-PAYROLL TAXES			23,429				0				0
611210-Employer Payroll Taxes			23,429				0				0
611300-OTHER TIME OFF			(4,042	)			0				0
611310-PTO Expense			(4,042	)			0				0
612000-OTHER BENEFITS AND COMPENSATION			(58,040	)			0				0
612100-HEALTH INSURANCE AND OTHER BENEFITS			(58,040	)			0				0
612110-Health Insurance			34,419				0				0
612111-Stock based compensation			(100,285	)			0				0
612200-Workers Comp			6,254				0				0
612600-Payroll Processing Fees			1,572				0				0
620000-FIELD COSTS			64,373				0				0
621000-FIELD RELATED TRANSPORTATION			59,216				0				0
621100-FLEET VEHICLES AND TRANSPORTATION			59,216				0				0
621110-ROU Fleet Vehicles - Lease Cost			10,826				0				0
621115-Fleet Vehicles - Insurance			6,547				0				0
621117-ROU Fleet Vehicle -Variable Lease Cost			1,478				0				0
621120-Fleet Vehicles - Bridge Rentals			16,763				0				0
621125-Fleet Vehicles - Repairs & Maintenance			5,857				0				0
621130-Fleet Vehicles - Fuel			15,365				0				0
621135-Fleet Vehicles - Accessories			1,137				0				0
621160-Tolls, Registration, Tag, Misc			985				0				0
621165-Vehicle Citations			258				0				0
622000-FIELD COLLATERAL COSTS			4,991				0				0
622100-FIELD COLLATERAL COSTS			4,991				0				0
622110-Expert Phone Data			4,628				0				0
622130-Expert Apparel			76				0				0
622160-Background Checks			288				0				0
623000-OTHER FIELD COSTS			165				0				0
623100-OTHER FIELD COSTS			165				0				0
623110-Fulfillment Freight/Shipping			165				0				0

In re: Enjoy Technology, Inc.		Lead Case No:		22-10580
Pro-Forma Income Stmt for 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.
630000-FACILITIES AND IT			62,162				0				0
631000-FACILITIES			38,754				0				0
631110-ROU Rent Expense-Real Estate Leases			21,872				0				0
631111-ROU Rent Expense-Non Real Estate Leases			477				0				0
631112-ROU Rent Expense-Short Term Leases			62				0				0
631113-ROU- Variable Lease Costs			10				0				0
631120-CAM and Related			5,272				0				0
631130-Utilities and related			5,939				0				0
631135-Repairs and Maintenance			315				0				0
631140-ROU Property taxes & Lease Related			51				0				0
631145-Non ROU Property taxes Non-Lease related			277				0				0
631150-Office supplies			779				0				0
631160-Telecom			307				0				0
631170-Kitchen Supplies and Rental			733				0				0
631175-Security and Monitoring			2,659				0				0
635000-IT HARDWARE AND SOFTWARE			23,408				0				0
635100-Data Center Cost			1,849				0				0
635120-Computer and Related Supplies			307				0				0
635200-Company Software and Subscription			21,251				0				0
640000-TRAVEL AND ENTERTAINMENT			1,483				0				0
641110-Airfare			207				0				0
641115-Lodging			167				0				0
641120-Travel Agency Fees			146				0				0
641125-Auto Mileage Reimbursement			24				0				0
641130-Auto rental and fuel			392				0				0
641135-Meals and Per Diem			20				0				0
641145-Meals and Entertainment			392				0				0
641155-Transportation			117				0				0
641160-Other Travel and Entertainment			17				0				0
650000-GENERAL AND ADMINISTRATIVE SERVICES			222,235				0				0
651000-OUTSIDE PROFESSIONAL SERVICES			186,061				0				0
651110-Accounting and audit fees			1,285				0				0
651120-Legal Fees			132,449				0				0
651130-Other professional fees			42,722				0				0
651140-BOD Expense			9,604				0				0
652000-RECRUITING EXPENSE			50				0				0
652110-Recruiting Agency fees			50				0				0
655000-DUES, INSURANCE, POSTAGE			35,973				0				0
655100-Corporate Insurance			35,020				0				0
655150-Bank Fee			883				0				0
655200-Dues and Subscriptions			1				0				0
655210-Postage and Shipping			0				0				0
655300-Penalties and Fines			70				0				0
659000-OTHER TAXES			151				0				0
659110-Licenses and permits			2				0				0
659120-Business tax			60				0				0
659125-Sales and use tax			89				0				0
660000-MARKETING AND CREATIVES			10				0				0
661120-Marketing Materials			10				0				0
665000-STAFF AUGMENTATION			13,111				0				0
665100-3RD PARTY LABOR			13,111				0				0
665110-Temp Labor (agency)			8,645				0				0
665120-1099 Worker			466				0				0
665130-Strategic Outsourcing			4,000				0				0
680000-DEPRECIATION AND AMORTIZATION			9,420				0				0
681000-DEPRECIATION			9,142				0				0
681110-Leasehold Improvements			6,266				0				0
681120-Furniture and Fixtures			1,013				0				0
681130-Computer Equipment			99				0				0
681150-Electronic Office Equipment			622				0				0
681170-Vehicle Equipment			196				0				0
681180-Depr Internally developed Software			946				0				0
682000-AMORTIZATION			278				0				0
682100-Intangible Amortization			278				0				0

In re: Enjoy Technology, Inc.		Lead Case No:		22-10580
Pro-Forma Income Stmt for 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.
700000-OTHER INCOME/(EXPENSE)			(5,047	)			0				0
711110-Foreign Currency Gain/Loss			(4,693	)			0				0
711111-Other Income			0				0				0
711115-Interest Income			(354	)			0				0
750000-INTEREST EXPENSE			2,816				0				0
751110-Interest Expense - Cash			2,816				0				0
G79999-TOTAL OPERATING EXPENSE			640,766				0				0
G29999-NET INCOME			(447,934	)			0				0

Note: Income above reflects pro-forma estimates (unaudited) of income statement accounts for June 30, 2020 (1-day), and is subject to change pending completion of company close process

In re: Enjoy Technology, Inc.		Lead Case No:		22-10580
Statement of Cash Receipts and Disbursements for June 30, 2022 - (Unaudited)		Reporting Period:		June 30, 2022

USD in Thousands		Reporting Day		100-Enjoy Technologies LLC 6/30/2022			900-Enjoy Technology, Inc (f/k/a Marquee Raine Acquisition Corp) 6/30/2022			(No books /Assets / Liabilities at this entity) Enjoy Technology Operation Corp. 6/30/2022
Receipts
Customer Receipts				0				0				0
Total Receipts			$	0			$	0			$	0
Operating Disbursements
Payroll				0				0				0
Rent				0				0				0
Vehicle				0				0				0
Taxes				0				0				0
Other Disbursements				0				0				0
Non-BAU: D&O Insurance				0				0				0
Total Operating Disbursements			$	0			$	0			$	0
Non-Operating Activity
Net Debt Cash Flows				0				0				0
Restructuring Professionals				0				0				0
Canada I/C Funding				0				0				0
UK I/C Funding				0				0				0
Total Disbursements & Non-Op Activity			$	0			$	0			$	0
Net Cash Flow			$	0			$	0			$	0

Note: Cash schedule reflects receipts & disbursements for June 30, 2022

In re: Enjoy Technology, Inc.		Lead Case No:		22-10580
All bank statements and bank reconciliations for the reporting period		Reporting Period:		June 30, 2022

The Debtors hereby submit this attestation regarding bank account reconciliations in lieu of providing copies of bank statements, bank reconciliations and journal entries.

The Debtors' standard practice is to ensure that bank reconciliations are completed before closing the books each reporting period. I attest that each of the Debtors' bank accounts has been reconciled in accordance with their standard practices.

/s/ Todd A. Zoha			7/21/2022
Signature of Authorized Individual			Date
Todd A. Zoha			Proposed CFO (Pending Bankruptcy Court approval)
Printed Name of Authorized Individual			Title of Authorized Individual