MARE RAIN Item 7.01 Regulation FD Disclosure.
Attached as Exhibit 99.1 and incorporated by reference herein is a presentation
(the "Analyst
The information in this Item 7.01, including Exhibit 99.1 is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of MRAC under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K (this "Current Report") will not be deemed an admission as to the materiality of any information of the information contained in this Item 7.01, including Exhibit 99.1.
Disclaimer
This Current Report relates to a proposed Business Combination between Enjoy and MRAC. This Current Report does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Additional Information and Where to Find It
The Business Combination will be submitted to the shareholders of MRAC for their
consideration and approval at an extraordinary general meeting of shareholders
(the "Special Meeting"). MRAC filed a registration statement on Form S-4 with
the
Investors and security holders can obtain free copies of the registration
statement, the proxy statement/prospectus and all other relevant documents filed
or that will be filed with the
The documents filed by MRAC with the
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INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE BUSINESS COMBINATION OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Participants in Solicitation
MRAC and its directors and executive officers may, under
Forward-Looking Statements Legend
This Current Report contains certain forward-looking statements within the
meaning of the "safe harbor" provisions of the United States Private Securities
Litigation Reform Act of 1995 with respect to the proposed transaction between
Enjoy and MRAC. These forward-looking statements generally are identified by the
words "believe," "project," "expect," "anticipate," "estimate," "intend,"
"strategy," "future," "opportunity," "plan," "propose," "forecast," "expect,"
"seek," "target" "may," "should," "will," "would," "will be," "will continue,"
"will likely result," and similar expressions. Forward-looking statements are
predictions, projections and other statements about future events that are based
on current expectations and assumptions and, as a result, are subject to risks
and uncertainties. Many factors could cause actual future events to differ
materially from the forward-looking statements in this document, including but
not limited to: (i) the risk that the transaction may not be completed in a
timely manner or at all, which may adversely affect the price of MRAC's
securities, (ii) the risk that the transaction may not be completed by MRAC's
business combination deadline and the potential failure to obtain an extension
of the business combination deadline if sought by MRAC, (iii) the failure to
satisfy the conditions to the consummation of the transaction, including the
adoption of the Merger Agreement by the shareholders of MRAC, the satisfaction
of the minimum amount following redemptions by MRAC's public shareholders and
the receipt of certain governmental and regulatory approvals in MRAC's trust
account, (iv) the lack of a third party valuation in determining whether or not
to pursue the proposed transaction, (v) the inability to complete the private
investment to be consummated in connection with the Business Combination,
(vi) the occurrence of any event, change or other circumstance that could give
rise to the termination of the Merger Agreement, (vii) the effect of the
announcement or pendency of the transaction on Enjoy's business relationships,
operating results, and business generally, (viii) risks that the proposed
transaction disrupts current plans and operations of Enjoy, (ix) the outcome of
any legal proceedings that may be instituted against Enjoy or against MRAC
related to the Merger Agreement or the Business Combination, (x) the ability to
maintain the listing of MRAC's securities on a national securities exchange,
(xi) changes in the competitive and regulated industries in which Enjoy
operates, variations in operating performance across competitors, changes in
laws and regulations affecting Enjoy's business and changes in the combined
capital structure, (xii) the ability to implement business plans, forecasts, and
other expectations after the completion of the proposed transaction, and
identify and realize additional opportunities, (xiii) the risk of downturns and
a changing regulatory landscape in the highly competitive retail e-commerce
industry, (xiv) the potential benefits of the Business Combination (including
with respect to shareholder value), (xv) the effects of competition on Enjoy's
future business, (xvi) risks related to political and macroeconomic uncertainty,
(xvii) the amount of redemption requests made by MRAC's public shareholders,
(xviii) the ability of MRAC or the combined company to issue equity or
equity-linked securities in connection with the Business Combination or in the
future and (xix) the impact of the COVID-19 pandemic. The foregoing list of
factors is not exhaustive. You should carefully consider the foregoing factors
and the other risks and uncertainties described in MRAC's Annual Report on Form
10-K, as amended, for the year ended
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assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that are not presently known to Enjoy or MRAC or that Enjoy or MRAC currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect the Enjoy's expectations, plans or forecasts of future events and views as of the date of this Current Report. Enjoy anticipates that subsequent events and developments will cause Enjoy and MRAC's assessments to change. However, while Enjoy and MRAC may elect to update these forward-looking statements at some point in the future, Enjoy and MRAC specifically disclaim any obligation to do so unless required by applicable law. These forward-looking statements should not be relied upon as representing Enjoy and MRAC's assessments as of any date subsequent to the date of this Current Report. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Item 9.01 Financial Statements and Exhibits.
(d) List of Exhibits.
The Exhibit Index is incorporated by reference herein.
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