ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
(Address of principal executive offices) |
(Zip Code) |
Title of each class |
Trading Symbols |
Name of each exchange on which registered | ||
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
Emerging growth company |
Page |
||||||
Item 1. | 6 | |||||
Item 1A. | 24 | |||||
Item 2. | 60 | |||||
Item 3. | 60 | |||||
Item 4. | 60 | |||||
Item 5. | 60 | |||||
Item 6. | 62 | |||||
Item 7. | 62 | |||||
Item 7A. | 69 | |||||
Item 8. | 69 | |||||
Item 9. | 89 | |||||
Item 9A. | 89 | |||||
Item 9B. | 90 | |||||
Item 10. | 90 | |||||
Item 11. | 100 | |||||
Item 12. | 100 | |||||
Item 13. | 102 | |||||
Item 14. | 104 | |||||
Item 15. | 104 |
ITEM 1. |
BUSINESS |
• | Developing relationships with private, closely-held businesses and their management teams, capital providers and advisors; |
• | Identifying attractive investment opportunities; |
• | Structuring acquisitions on attractive terms; |
• | Negotiating complex mergers and acquisitions across a range of industries, geographies, economic and financial market conditions; |
• | Raising financings in the capital markets, particularly for businesses that are transitioning from private to public equity ownership; |
• | Operating businesses and developing and implementing multi-phase corporate strategies; and |
• | Expanding the product offerings and geographic footprints of businesses across industries. |
• | Improving business operations through the efficient allocation of human resources and prudent investment of capital at attractive ROIs; |
• | Developing disciplined budgeting processes and sophisticated financial modeling projections in support of short and long-term growth objectives; |
• | Conducting extensive research and analysis to validate market opportunities for existing and new products or lines of business; |
• | Evaluating strategic plans to differentiate businesses from direct and indirect competitors; and |
• | Developing and implementing an effective PR and investor relations strategy to maximize efficiency in communication with investors, research analysts and the media. |
• | Operates in the high growth sectors of TMT and is well-positioned to benefit from the broad network and strategic expertise of our management team, Board and Sponsor; |
• | Has developed a proprietary brand or unique product line that provides a clear competitive moat and can access a large target addressable market opportunity; |
• | Features an attractive financial profile and stable free cash flow, or has the potential to generate stable and sustainable free cash flow in the near future; |
• | Is appropriately capitalized and in a strong liquidity position, or will be upon completion of the Business Combination; |
• | Demonstrates clear opportunities to generate outsized returns on invested capital to support and strengthen the business’s competitive position; |
• | Has a strong, seasoned executive leadership team with a distinguished track record of generating attractive returns and shareholder value; and |
• | Is operating at scale and prepared to make the transition to the public markets but can benefit from the guidance and advice of our management team in developing a clear message describing the business model and investment opportunity to public investors. |
• | subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after a Business Combination, and |
• | cause us to depend on the marketing and sale of a single product or limited number of products or services. |
• | we issue ordinary shares that will be equal to or in excess of 20% of the number of shares of ordinary shares then outstanding (other than in a public offering); |
• | any of our directors, officers or substantial security holders (as defined by the Nasdaq rules) has a 5% or greater interest, directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of ordinary shares could result in an increase in issued and outstanding ordinary shares or voting power of 1% or more (or 5% or more if the related party involved is classified as such solely because such person is a substantial security holder); or |
• | the issuance or potential issuance of ordinary shares will result in our undergoing a change of control. |
• | the timing of the transaction, including in the event we determine shareholder approval would require additional time and there is either not enough time to seek shareholder approval or doing so would place the Company at a disadvantage in the transaction or result in other additional burdens on the Company; |
• | the expected cost of holding a shareholder vote; |
• | the risk that the shareholders would fail to approve the proposed Business Combination; |
• | other time and budget constraints of the Company; and |
• | additional legal complexities of a proposed Business Combination that would be time-consuming and burdensome to present to shareholders. |
• | conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and |
• | file proxy materials with the SEC. |
• | conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and |
• | file tender offer documents with the SEC prior to completing our Business Combination which contain substantially the same financial and other information about the Business Combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. |
• | If we have not completed a Business Combination within 24 months from the IPO Closing Date, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes if such funds are held in an interest-bearing account (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board, liquidate and dissolve, subject in each case, to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law; |
• | Prior to or in connection with our Business Combination, we may not issue additional securities that would entitle the holders thereof to (i) receive funds from the Trust Account or (ii) vote on our Business Combination or on any other proposal presented to shareholders prior to or in connection with the completion of a Business Combination; |
• | Although we do not intend to enter into a Business Combination with a target business that is affiliated with our Sponsor, our directors or our executive officers, we are not prohibited from doing so. In the event we enter into such a transaction, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or from an independent accounting firm that such a Business Combination is fair to our unaffiliated shareholders from a financial point of view; |
• | If a shareholder vote on our Business Combination is not required by law and we do not decide to hold a shareholder vote for business or other legal reasons, we will offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, and will file tender offer documents with the SEC prior to completing our Business Combination which contain substantially the same financial and other information about our Business Combination and the redemption rights as is required under Regulation 14A of the Exchange Act; |
• | So long as our securities are then listed on Nasdaq, our Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the amount of deferred underwriting commissions held in trust) at the time of the agreement to enter into the Business Combination; |
• | If our shareholders approve an amendment to our amended and restated memorandum and articles of association that would affect the substance or timing of our obligation to allow redemption in connection with our Business Combination or to redeem 100% of our public shares if we do not complete a Business Combination within 24 months from the IPO Closing Date, we will provide our public shareholders with the opportunity to redeem all or a portion of their ordinary shares upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes if such funds are held in an interest-bearing account (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then outstanding public shares, subject to the limitations described herein; and |
• | We will not effectuate our Business Combination with another blank check company or a similar company with nominal operations. |
• | duty to act in good faith in what the director or officer believes to be in the best interests of the Company as a whole; |
• | duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; |
• | directors should not improperly fetter the exercise of future discretion; |
• | duty to exercise powers fairly as between different sections of shareholders; |
• | duty not to put themselves in a position in which there is a conflict between their duty to the Company and their personal interests; and |
• | duty to exercise independent judgment. |
ITEM 1A. |
RISK FACTORS |
• | our ability to complete our Business Combination; |
• | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our Business Combination; |
• | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our Business Combination; |
• | actual and potential conflicts of interest relating to Marquee, The Raine Group and their respective affiliates; |
• | our potential ability to obtain additional financing to complete our Business Combination; |
• | our pool of prospective target businesses; |
• | the ability of our officers and directors to generate a number of potential investment opportunities; |
• | our public securities’ potential liquidity and trading; |
• | the lack of a market for our securities; |
• | the use of proceeds not held in the Trust Account or available to us from interest income on the funds held in the Trust Account if such funds are held in an interest-bearing account; |
• | the Trust Account not being subject to claims of third parties; |
• | our financial performance following the Initial Public Offering; |
• | our ability to develop and maintain effective internal controls over financial reporting; or |
• | the other risks and uncertainties discussed in “Risk Factors” and elsewhere in this filing. |
• | restrictions on the nature of our investments; and |
• | restrictions on the issuance of securities, |
• | registration as an investment company; |
• | adoption of a specific form of corporate structure; and |
• | reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations. |
• | may significantly dilute the equity interest of existing shareholders; |
• | may subordinate the rights of holders of Class A Ordinary Shares if preference shares are issued with rights senior to those afforded our Class A Ordinary Shares; |
• | could cause a change in control if a substantial number of Class A Ordinary Shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; |
• | may adversely affect prevailing market prices for our Units, Class A Ordinary Shares and/or warrants; and |
• | will not result in adjustment to the exercise price of our warrants. |
• | solely dependent upon the performance of a single business, property or asset; or |
• | dependent upon the development or market acceptance of a single or limited number of products, processes or services. |
• | a limited availability of market quotations for our securities; |
• | reduced liquidity for our securities; |
• | a determination that our Class A Ordinary Shares are a “penny stock,” which will require brokers trading in our Class A Ordinary Shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; |
• | a limited amount of news and analyst coverage; and |
• | a decreased ability to issue additional securities or obtain additional financing in the future. |
• | default and foreclosure on our assets if our operating revenues after a Business Combination are insufficient to repay our debt obligations; |
• | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
• | our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; |
• | our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding; |
• | our inability to pay dividends on our Class A Ordinary Shares; |
• | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A Ordinary Shares if declared, our ability to pay expenses, make capital expenditures and acquisitions and fund other general corporate purposes; |
• | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
• | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and |
• | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements and execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. |
• | costs and difficulties inherent in managing cross-border business operations and complying with different commercial and legal requirements of overseas markets; |
• | rules and regulations regarding currency redemption; |
• | complex corporate withholding taxes on individuals; |
• | laws governing the manner in which future Business Combinations may be effected; |
• | exchange listing and/or delisting requirements; |
• | tariffs and trade barriers; |
• | regulations related to customs and import/export matters; |
• | local or regional economic policies and market conditions; |
• | unexpected changes in regulatory requirements; |
• | longer payment cycles; |
• | tax issues, such as tax law changes and variations in tax laws as compared to the United States; |
• | currency fluctuations and exchange controls; |
• | rates of inflation; |
• | challenges in collecting accounts receivable; |
• | cultural and language differences; |
• | employment regulations; |
• | underdeveloped or unpredictable legal or regulatory systems; |
• | corruption; |
• | protection of intellectual property; |
• | social unrest, crime, strikes, riots and civil disturbances; |
• | regime changes and political upheaval; |
• | terrorist attacks, natural disasters and wars; |
• | deterioration of political relations with the United States; and |
• | government appropriation of assets. |
ITEM 2. |
PROPERTIES |
ITEM 3. |
LEGAL PROCEEDINGS |
ITEM 4. |
MINE SAFETY DISCLOSURES |
ITEM 5. |
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
ITEM 6. |
SELECTED FINANCIAL DATA |
ITEM 7. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
ITEM 7A. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
ITEM 8. |
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
Financial Statements |
Page |
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70 | ||||
71 | ||||
72 | ||||
73 | ||||
74 | ||||
75 |
Assets |
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Current assets: |
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Cash |
$ | |||
Prepaid expenses |
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|
|
|||
Total current assets |
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Cash held in Trust Account |
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Total Assets |
$ |
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Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit |
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Current liabilities: |
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Accounts payable |
$ | |||
Accrued expenses |
||||
|
|
|||
Total current liabilities |
||||
Deferred underwriting commissions |
||||
Derivative warrant liabilities |
||||
|
|
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Total liabilities |
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Commitments and Contingencies |
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Class A ordinary shares, $ |
||||
Shareholders’ Deficit |
||||
Preference shares, $ |
||||
Class A ordinary shares, $ |
||||
Class B ordinary shares, $ |
||||
Additional paid-in capital |
||||
Accumulated deficit |
( |
) | ||
|
|
|||
Total shareholders’ deficit |
( |
) | ||
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|
|||
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit |
$ |
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|
General and administrative expenses |
$ | |||
|
|
|||
Loss from operations |
( |
) | ||
Other income (expenses) |
||||
Change in fair value of derivative warrant liabilities |
( |
) | ||
Transaction costs—derivative warrant liabilities |
( |
) | ||
|
|
|||
Net loss |
$ | ( |
) | |
|
|
|||
Weighted average Class A ordinary shares outstanding, basic and diluted |
||||
|
|
|||
Basic and diluted net loss per ordinary share, Class A |
$ | ( |
) | |
|
|
|||
Weighted average Class B ordinary shares outstanding, basic and diluted |
||||
|
|
|||
Basic and diluted net loss per ordinary share, Class B |
$ | ( |
) | |
|
|
Ordinary Shares |
Additional Paid-in Capital |
Accumulated Deficit |
Total Shareholders’ Deficit |
|||||||||||||||||||||||||
Class A |
Class B |
|||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||
Balance—October 16, 2020 (inception) |
— |
$ |
— |
$ |
$ |
$ |
$ |
|||||||||||||||||||||
Issuance of Class B ordinary shares to Sponsor |
— | — | — | |||||||||||||||||||||||||
Accretion of Class A ordinary shares subject to possible redemption |
— | — | — | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance—December 31, 2020 |
— |
$ |
— |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Operating Activities: |
||||
Net loss |
$ | ( |
) | |
Adjustments to reconcile net loss to net cash used in operating activities: |
||||
General and administrative expenses paid by Sponsor in exchange for issuance of Class B ordinary shares |
||||
Change in fair value of derivative warrant liabilities |
||||
Transaction costs—derivative warrant liabilities |
||||
Changes in operating assets and liabilities: |
||||
Prepaid expenses |
( |
) | ||
Accounts payable |
||||
Accrued expenses |
||||
|
|
|||
Net cash used in operating activities |
( |
) | ||
|
|
|||
Cash Flows from Investing Activities: |
||||
Cash deposited in Trust Account |
( |
) | ||
|
|
|||
Net cash used in investing activities |
( |
) | ||
|
|
|||
Cash Flows from Financing Activities: |
||||
Proceeds received from note payable to related party |
||||
Repayment of note payable to related party |
( |
) | ||
Proceeds received from initial public offering, gross |
||||
Proceeds received from private placement |
||||
Reimbursement from underwriters |
||||
Offering costs paid |
( |
) | ||
|
|
|||
Net cash provided by financing activities |
||||
|
|
|||
Net change in cash |
||||
Cash—beginning of the period |
||||
|
|
|||
Cash—end of the period |
$ |
|||
|
|
|||
Supplemental disclosure of noncash financing activities: |
||||
Offering costs included in accrued expenses |
$ | |||
Deferred underwriting commissions |
$ |
As of December 31, 2020 |
As Reported |
Adjustment |
As Restated |
|||||||||
Total assets |
$ |
$ |
||||||||||
Total liabilities |
$ |
$ |
||||||||||
Class A ordinary shares subject to redemption at $10.00 per share |
$ |
$ |
$ |
|||||||||
Preference shares |
||||||||||||
Class A ordinary shares |
( |
) | ||||||||||
Class B ordinary shares |
||||||||||||
Additional paid-in capital |
( |
) | ||||||||||
Accumulated deficit |
( |
) | ( |
) | ( |
) | ||||||
Total shareholders’ equity (deficit) |
$ |
$ |
( |
) |
$ |
( |
) | |||||
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit) |
$ |
$ |
$ |
|||||||||
Shares of Class A ordinary shares subject to redemption |
||||||||||||
Shares of Class A ordinary shares |
( |
) |
Supplemental Disclosure of Noncash Financing Activities |
||||||||||||
Initial value of Class A ordinary shares subject to possible redemption |
$ | $ | ( |
) | $ | |||||||
Change in value of Class A ordinary shares subject to possible redemption |
$ | ( |
) | $ | $ |
Earnings Per Share |
||||||||||||
As Reported |
Adjustment |
As Restated |
||||||||||
For the Period from October 16, 2020 (Inception) through December 31, 2020 |
||||||||||||
Net loss |
$ | ( |
) | $ | $ | ( |
) | |||||
Weighted average shares outstanding - Class A ordinary shares |
( |
) | ||||||||||
Basic and diluted loss per share - Class A ordinary shares |
$ | $ | ( |
) | $ | ( |
) | |||||
Weighted average shares outstanding - Class B ordinary shares |
( |
) | ||||||||||
Basic and diluted loss per share - Class B ordinary shares |
$ | ( |
) | $ | $ | ( |
) |
As of December 17, 2020 |
As Reported, As Revised |
Adjustment |
As Restated |
|||||||||
Total assets |
$ |
$ |
||||||||||
Total liabilities |
$ |
$ |
||||||||||
Class A ordinary shares subject to redemption at $10.00 per share |
$ | $ | $ | |||||||||
Preference shares |
||||||||||||
Class A ordinary shares |
( |
) | ||||||||||
Class B ordinary shares |
||||||||||||
Additional paid-in capital |
( |
) | ||||||||||
Accumulated deficit |
( |
) | ( |
) | ( |
) | ||||||
Total shareholders’ equity (deficit) |
$ |
$ |
( |
) |
$ |
( |
) | |||||
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit) |
$ |
$ |
$ |
|||||||||
Shares of Class A ordinary shares subject to redemption |
||||||||||||
Shares of Class A ordinary shares |
( |
) |
Gross Proceeds for initial public offering and over-allotment |
$ | |||
Less: |
— | |||
Offering costs allocated to Class A shares subject to possible redemption |
( |
) | ||
Proceeds allocated to Public Warrants at issuance |
( |
) | ||
Plus: |
||||
Accretion of Class A ordinary shares subject to possible redemption amount |
||||
Class A ordinary shares subject to possible redemption |
$ |
• | Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; |
• | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
• | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
• | in whole and not in part; |
• | at a price of $ |
• | upon a minimum of |
• | if, and only if, the last reported sale price of Class A Ordinary Shares for any |
• | in whole and not in part; |
• | at $ provided |
• | if, and only if, the Reference Value equals or exceeds $ |
• | if the Reference Value is less than $ |
Description |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
|||||||||
Liabilities: |
||||||||||||
Derivative warrant liabilities |
$ | $ | $ |
As of December 17, 2020 |
As of December 31, 2020 |
|||||||
Volatility |
% | % | ||||||
Stock price |
$ | $ | ||||||
Expected life of the options to convert |
||||||||
Risk-free rate |
% | % | ||||||
Dividend yield |
% | % |
Derivative warrant liabilities at October 16, 2020 (inception) |
$ | |||
Issuance of Public and Private Warrants |
||||
Change in fair value of derivative warrant liabilities |
||||
|
|
|||
Derivative warrant liabilities at December 31, 2020 |
$ | |||
|
|
ITEM 9. |
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES |
ITEM 9A. |
CONTROLS AND PROCEDURES |
ITEM 9B. |
OTHER INFORMATION |
ITEM 10. |
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
Name |
Age |
Title | ||||
Crane H. Kenney |
57 | Co-Chief Executive Officer | ||||
Brett Varsov |
45 | Co-Chief Executive Officer | ||||
Alexander D. Sugarman |
40 | Executive Vice President | ||||
Joseph Beyrouty |
41 | Chief Financial Officer | ||||
Evan Ellsworth |
34 | Vice President | ||||
Jason Sondag |
38 | Vice President | ||||
Thomas Ricketts |
55 | Co-Chairman and Director | ||||
Brandon Gardner |
46 | Co-Chairman and Director | ||||
Thomas Freston |
75 | Director | ||||
Matthew Maloney |
45 | Director | ||||
Assia Grazioli-Venier |
40 | Director |
• | meeting with our independent registered public accounting firm regarding, among other issues, audits and adequacy of our accounting and control systems; |
• | monitoring the independence of the independent registered public accounting firm; |
• | verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; |
• | inquiring and discussing with management our compliance with applicable laws and regulations; |
• | pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed; |
• | appointing or replacing the independent registered public accounting firm; |
• | determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent registered public accounting firm regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; |
• | establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; and |
• | reviewing and approving all payments made to our existing shareholders, executive officers or directors and their respective affiliates. Any payments made to members of our audit committee will be reviewed and approved by our Board, with the interested director or directors abstaining from such review and approval. |
• | reviewing and approving on an annual basis the corporate goals and objectives relevant to our Co-Chief Executive Officers’ compensation, evaluating our Co-Chief Executive Officers’ performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Co-Chief Executive Officers based on such evaluation; |
• | reviewing and approving the compensation of all of our other Section 16 executive officers; |
• | reviewing our executive compensation policies and plans; |
• | implementing and administering our incentive compensation equity-based remuneration plans; |
• | assisting management in complying with our proxy statement and annual report disclosure requirements; |
• | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; |
• | producing a report on executive compensation to be included in our annual proxy statement; and |
• | reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. |
• | duty to act in good faith in what the director or officer believes to be in the best interests of the Company as a whole; |
• | duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; |
• | directors should not improperly fetter the exercise of future discretion; |
• | duty to exercise powers fairly as between different sections of shareholders; |
• | duty not to put themselves in a position in which there is a conflict between their duty to the Company and their personal interests; and |
• | duty to exercise independent judgment. |
Individual |
Entity |
Entity’s Business |
Affiliation | |||
Crane H. Kenney | Cubs(1) | Professional Sports | Principal Executive Officer | |||
Hickory Street Capital(2) | Investment | President | ||||
Marquee 360 | Sports | Executive Vice President | ||||
Marquee Sports Network | Entertainment | Board of Managers | ||||
Brett Varsov | The Raine Group | Investment | Partner | |||
Reigning Champs | Sports | Director | ||||
Alexander D. Sugarman | Cubs(1) | Professional Sports | Executive Vice President, Business Operations and Chief Strategy Officer | |||
Hickory Street Capital(2) | Investment | Vice President | ||||
Marquee 360 | Entertainment | Vice President | ||||
Marquee Sports Network | Sports | Board Observer | ||||
Joseph Beyrouty | The Raine Group | Investment | Chief Financial Officer—Management Company | |||
Evan Ellsworth | The Raine Group | Investment | Vice President | |||
The International Theological Seminary | Non-Profit |
Director | ||||
Jason Sondag | Cubs(1) | Professional Sports | Vice President, Strategy and Development | |||
Thomas Ricketts | Cubs(1) | Professional Sports | Executive Chairman | |||
Choose Chicago | Tourism | Director | ||||
Hickory Street Capital(2) | Investment | Executive Vice President | ||||
Incapital | Investment | Chairman | ||||
Marquee 360 | Entertainment | President | ||||
Marquee Sports Network | Sports | Board of Managers | ||||
Meijer, Inc. | Supermarket | Director | ||||
The Field Museum | Non-Profit |
Director | ||||
The Executive Club of Chicago | Non-Profit |
Director | ||||
Wood Family Foundation | Non-Profit |
Director | ||||
Brandon Gardner | The Raine Group | Investment | Partner, Co-Founder, President and Chief Operating Officer | |||
Foursquare | Technology | Director | ||||
Moonbug Entertainment | Media | Director | ||||
Imagine Entertainment | Media | Director | ||||
Thrill One | Sports | Director | ||||
Reigning Champs | Sports | Director | ||||
Olo | Mobile Application | Director |
Thomas Freston | Firefly3 | Investment | Principal | |||
ONE Campaign | Non-Profit |
Board Chairman | ||||
DreamWorks Animation | Media | Director | ||||
Moby Media | Media | Director | ||||
Vice | Media | Director | ||||
The Asia Society | Non-Profit |
Trustee | ||||
Matthew Maloney | Grubhub | Technology | Chief Executive Officer | |||
Chicago Booth School of Business Polsky Center for Entrepreneurship | Non-Profit |
Director | ||||
Museum of Science and Industry, Chicago | Non-Profit |
Director | ||||
Assia Grazioli-Venier | Muse Capital | Investment | Partner, Co-Founder | |||
Juventus Football Club | Sports | Director | ||||
AllRaise | Non-Profit |
Co-Chair | ||||
Impact46 | Investment | Director |
(1) | Includes Cubs and certain of its subsidiaries and other affiliates. |
(2) | Includes Hickory Street Capital and certain of its subsidiaries and other affiliates. |
• | Crane H. Kenney, our Co-Chief Executive Officer, Alexander D. Sugarman, our Executive Vice President, Jason Sondag, our Vice President, and Thomas Ricketts, our co-Chairman and Director, are currently associated with affiliates of Marquee (although there is no assurance that any of them will remain associated with Marquee), which own and manage certain portfolio companies that make investments in securities or other interests of or relating to companies in industries we may target for our Business Combination. Marquee and its controlled or controlling affiliates manage proprietary capital, and make investments or raise additional funds and/or accounts in the future, including during the period in which we are seeking our Business Combination. As a result, Marquee, its affiliates, new funds or accounts or other related investment vehicles may be seeking acquisition opportunities and related financing at any time., which may result in potential conflicts of interest. |
• | Brett Varsov, our Co-Chief Executive Officer, Joseph Beyrouty, our Chief Financial Officer, Evan Ellsworth, our Vice President and Brandon Gardner, our co-Chairman and Director, are currently associated with The Raine Group (although there is no assurance that any of them will remain associated with The Raine Group), which sponsors, manages and advises certain Raine interests that make, or may in the future make, investments in securities or other interests of or relating to companies or otherwise operate in industries we may target for our Business Combination. As a result, each of Mr. Varsov, Mr. Beyrouty, Mr. Ellsworth and Mr. Gardner has, and in the future may have additional, fiduciary, contractual or other obligations or duties, in addition to their obligations and duties as members of our management team, including as a result of their association with The Raine Group, which could result in potential conflicts of interest. All The Raine Group personnel are subject to firm- wide policies and procedures regarding confidential and proprietary information, information barriers, private investments, outside business activities and personal trading. |
• | Our executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a Business Combination and their other businesses (including the activities of Marquee, The Raine Group or their respective affiliates). We do not intend to have any full-time employees prior to the completion of our Business Combination. Each of our executive officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per week to our affairs. |
• | Our Sponsor subscribed for Founder Shares prior to the date of this filing and purchased Private Placement Warrants in a transaction that closed simultaneously with the IPO Closing Date. |
• | Our Sponsor and each member of our management team have entered into agreements with us, pursuant to which they have agreed to waive their redemption rights with respect to their Founder Shares and public shares in connection with (i) the completion of our Business Combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association that would affect the substance or timing of our obligation to allow redemption in connection with our Business Combination or to redeem 100% of our public shares if we have not completed a Business Combination within 24 months from the IPO Closing Date. Additionally, our Sponsor has agreed to waive its right to liquidating distributions from the Trust Account with respect to their Founder Shares if we do not complete our Business Combination within the prescribed time frame. If we do not complete our Business Combination within the prescribed time frame, the warrants will expire worthless. Except as described herein, our Sponsor and our independent directors have agreed not to transfer, assign or sell any of their Founder Shares until the earliest of (A) one year after the completion of our Business Combination or (B) subsequent to our Business Combination, (x) if the last reported sale price of our Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the completion of our Business Combination, or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. The warrants will not be transferable until 30 days following the completion of our Business Combination. Because our Sponsor and independent directors will own Founder Shares, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our Business Combination. |
• | Our officers and directors may have a conflict of interest with respect to evaluating a particular Business Combination if the retention or resignation of any such officers and directors is included by a target business as a condition to any agreement with respect to our Business Combination. |
• | Ricketts SPAC Investment LLC and Raine Securities LLC acted as our independent financial advisors as defined under FINRA Rule 5110(j)(9), to provide independent financial consulting services, consisting of a review of deal structure and terms and related structuring advice in connection with the Initial Public Offering, for which each of Ricketts SPAC Investment LLC and Raine Securities LLC received a fee of $1,121,250, which was paid upon the closing of the Initial Public Offering. Ricketts SPAC Investment LLC and Raine Securities LLC are engaged to represent our interests only and are independent of the underwriter. |
• | We may engage Marquee, The Raine Group or another affiliate of our Sponsor, as a financial or other advisor or agent in connection with our Business Combination and may pay them a customary financial advisory fee, agent fee or consulting fee in an amount that constitutes a market standard fee for comparable transactions. See “Risk Factor—We may engage Ricketts SPAC Investment LLC, Raine Securities LLC, or affiliates of our Sponsor, as our financial advisor or other advisor or agent on our |
ITEM 11. |
EXECUTIVE COMPENSATION |
ITEM 12. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS |
• | each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares; |
• | each of our executive officers and directors that beneficially owns ordinary shares; and |
• | all our executive officers and directors as a group. |
Name and Address of Beneficial Owner(1) |
Number of Shares Beneficially Owned(2) |
Percentage of Shares of Outstanding Class A Ordinary Shares |
||||||
Marquee Raine Acquisition Sponsor LP(3) |
9,268,750 | 19.8 | % | |||||
Crane H. Kenney |
— | * | ||||||
Brett Varsov |
— | * | ||||||
Alexander D. Sugarman |
— | * | ||||||
Joseph Beyrouty |
— | * | ||||||
Evan Ellsworth |
— | * | ||||||
Jason Sondag |
— | * | ||||||
Thomas Ricketts |
— | * | ||||||
Brandon Gardner |
— | * | ||||||
Thomas Freston |
25,000 | * | ||||||
Matthew Maloney |
25,000 | * | ||||||
Assia Grazioli-Venier |
25,000 | * | ||||||
All officers and directors as a group (11 individuals) |
9,343,750 | 20.0 | % |
* | Less than one percent. |
(1) | Unless otherwise noted, the business address of each of our shareholders is 65 East 55th Street, 24th Floor New York, NY 10022. |
(2) | Interests shown consist solely of Founder Shares, classified as Founder Shares. Such shares will automatically convert into Class A Ordinary Shares on the first business day following the completion of our Business Combination. |
(3) | Marquee Raine Acquisition Sponsor GP Ltd. is the general partner of Marquee Raine Acquisition Sponsor LP. Raine Holdings AIV LLC is the sole member of Raine SPAC Holdings LLC, which, in turn, is the sole member of Raine RR SPAC SPV I LLC, which owns a 50% interest in each of Marquee Raine Acquisition Sponsor GP Ltd. and Marquee Raine Acquisition Sponsor LP. Ricketts SPAC Investment LLC is the manager of Marquee Sports Holdings SPAC I, LLC, which owns a 50% interest in each of Marquee Raine Acquisition Sponsor GP Ltd. and Marquee Raine Acquisition Sponsor LP. Based upon the relationships among the entities described in this footnote, such entities may be deemed to beneficially own the securities reported herein. Each of the entities described in this footnote disclaims beneficial ownership of the securities held directly or indirectly by such entities, except to the extent of their respective pecuniary interests. |
ITEM 13. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
ITEM 14. |
PRINCIPAL ACCOUNTING FEES AND SERVICES |
ITEM 15. |
EXHIBITS, AND FINANCIAL STATEMENT SCHEDULES |
(a) | The following documents are filed as part of this Form 10-K/A: |
(b) | Exhibits: The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Form 10-K/A. |
32.1* |
| |
32.2* | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
101.INS* | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because iXBRL tags are embedded within the Inline XBRL document). | |
101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
101.SCH* | Inline XBRL Taxonomy Extension Schema Document. | |
101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
101.LAB* | Inline XBRL Taxonomy Extension Labels Linkbase Document. | |
101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
104* | Cover Page Interactive Data File, formatted in Inline XBRL (included within the Exhibit 101 attachments). |
* | Filed herewith. |
** | Previously filed. |
† | Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. |
+ | Indicates a management contract or compensatory plan, contract or arrangement. |
ENJOY TECHNOLOGY, INC. | ||||||
Date: December 20, 2021 | By: | /s/ Fareed Khan | ||||
Fareed Khan | ||||||
Chief Financial Officer |