Enjoy Technology, Inc. executed the letter of intent to acquire Marquee Raine Acquisition Corp. (NasdaqCM:MRAC) in a reverse merger transaction for $1.2 billion on February 21, 2021. Enjoy Technology, Inc. entered into a definitive merger agreement to acquire Marquee Raine Acquisition Corp. in a reverse merger transaction on April 28, 2021. Enjoy will receive $374 million from Marquee Raine's trust account and an additional $80 million from a private investment in public equity issuance by Marquee. On September 13, 2021, the parties entered into an amendment to merger agreement. The Amendment modifies the Merger Agreement by reducing the amount of the “Base Purchase Price” to $882 million, which has the effect of reducing the implied equity value of Enjoy on a pre-Business Combination basis by $146,738,000. Before giving effect to any redemptions by the public stockholders of Marquee Raine, Enjoy shareholders will own approximately 67% including options and warrants, Marquee Raine public shareholders will own approximately 23%, private placement investors will own approximately 5% and Marquee Raine's sponsor will own approximately 5% of the issued and outstanding shares of common stock, respectively, of the combined company at closing. Following the close of the $1.2 billion deal, the combined company will operate as Enjoy Technology, Inc. and its common stock will be listed on the Nasdaq stock exchange under the ticker symbol “ENJY.” Enjoy's management team, led by Founder and Chief Executive Officer Ron Johnson, who has been disrupting and reinventing retail for nearly five decades, will continue to lead Enjoy Technology following the transaction. The value for the business combination is derived from 4.8X the estimated 2022 revenues according to the transaction announcement.

The transaction is subject to approval by the stockholders of Marquee Raine and Enjoy, effectiveness of the registration statement on Form S-4 to be filed by MRAC in connection with the Business Combination, expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, receipt of approval for listing on Nasdaq the shares of New Enjoy Common Stock to be issued in connection with the Merger, that MRAC have at least $5,000,001 of net tangible assets upon Closing, the absence of any injunction, order, statute, rule, or regulation enjoining or prohibiting the consummation of the Merger and that, in the event Enjoy determines to change the structure of the Business Combination in accordance with the terms of the Merger Agreement in order to preserve the intended tax treatment of the transaction and is unable to obtain certain consents that would be required from contractual counterparties, the PIPE investment, The Payoff Letters shall have been delivered to Acquiror and shall remain in full force and effect, Each of MRAC Warrant Settlement, the Convertible Note Conversion and MRAC Preferred Conversion shall have been consummated such that, immediately prior to the Closing, no MRAC Preferred Stock, nor securities convertible into or exercisable for MRAC Preferred Stock, shall be outstanding, appraisal rights have been properly exercised in respect of no more than 20% of the outstanding shares of Enjoy's capital stock and other customary closing conditions. The transaction was unanimously approved by the board of directors of Marquee Raine and Enjoy. The board of directors of MRAC unanimously recommends that shareholders vote “FOR” the adoption of the Merger Agreement. As of October 15, 2021, the shareholders of Marquee Raine Acquisition Corp. approved the transaction. The waiting period with respect to the Transactions expired on June 10, 2021. The transaction is expected to be completed in the third quarter of 2021. Some of the proceeds will be used to pay down $47 million of Enjoy's existing debt. As of July 26, 2201, it is announced Denise Young Smith and Salaam Coleman Smith as nominees for its post-closing Board of Directors. These nominations add two additional seasoned executives to Enjoy's Board. Enjoy's Board will take effect as the Company becomes a public company following the completion of its business combination with Marquee Raine, expected in the third quarter of 2021. As of Aguste 23, 2021, the transaction is expected to close in the late third quarter or early fourth quarter of 2021. As of September 22, 2021, Marquee Raine Acquisition announced the effectiveness of the Registration Statement on Form S-4 filed with the Securities and Exchange Commission in connection with the business combination. As of September 14, 2021, the transaction is expected to close in early fourth quarter of 2021.

The Raine Group is acting as lead financial advisor to Marquee Raine. Houlihan Lokey is acting as financial advisor and fairness opinion provider to Marquee Raine. Credit Suisse Securities (USA) LLC is acting as lead capital markets advisor and financial advisor to Enjoy. Goldman Sachs & Co. LLC is also acting as financial advisor to Enjoy. Jackie Cohen, Dov Kogen, Devon Bodoh, Greg Featherman, Oliver Walker, Paul J. Wessel, Damian P. Ridealgh, Charan J. Sandhu, Edric Itchon, Olivia Greer, Annemargaret Connolly, Robert Shmalo, Vadim M. Brusser, Ivor Gwilliams, Thomas Weatherill, Sarah Coyne, Adam Safwat and Nicholas J. Pappas of Weil, Gotshal & Manges LLP is acting as legal advisor to Marquee Raine and Garth Osterman, Rachel Proffitt and David Peinsipp of Cooley LLP is acting as legal advisor to Enjoy. Raine, Credit Suisse and Goldman Sachs are acting as placement agents on the private placement. Aaron Dixon of Alston Bird LLP acted as legal advisor for Houlihan Lokey, Inc. Marquee Raine has engaged D.F. King & Co., Inc. to assist in the solicitation of proxies for a fee of $25,000. Mark Zimkind of Continental Stock Transfer & Trust Company is the transfer agent of Marquee Raine. Houlihan Lokey will receive a fee of $250,000 for providing fairness opinion to Marquee Raine.

Enjoy Technology, Inc. completed the acquisition of Marquee Raine Acquisition Corp. (NasdaqCM:MRAC) in a reverse merger transaction on October 15, 2021. It is anticipated that the Resulting Issuer Shares will commence trading on the Exchange under the ticker symbol "ENJY" and "ENJYW," for its common stock and warrants respectively on October 18, 2021. Mark May, Seth Rubin, Tom Flanagan and Anthony Yamson of Stifel Financial Corp. (NYSE:SF) acted as financial advisor to Enjoy Technology, Inc. in the transaction.