424B3

In Re. Legacy EJY, Inc.

Case No. 22-10580

Lead Case No. 22-10580

☒ Jointly Administered

424B3 1 d423614d424b3.htm 424B3 424B3

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-260568

PROSPECTUS SUPPLEMENT NO. 21

(To the Prospectus dated April 6, 2022)

UP TO 15,660,417 SHARES OF COMMON STOCK

AND

UP TO 89,627,117 SHARES OF COMMON STOCK

UP TO 6,316,667 REDEEMABLE WARRANTS

OFFERED BY THE SELLING SECURITY HOLDERS

LEGACY EJY, INC.

This prospectus supplement supplements the prospectus, dated April 6, 2022 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-260568). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our Current Report on Form 8-K filed with the Securities and Exchange Commission on November 30, 2022 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.

The Prospectus and this prospectus supplement relate to the issuance by us of an aggregate of up to 15,660,417 shares of our common stock, $0.0001 par value per share (“Common Stock”), which consists of (i) up to 6,316,667 shares of Common Stock that are issuable upon the exercise of 6,316,667 warrants (the “Private Placement Warrants”) originally issued in a private placement in connection with the initial public offering of Marquee Raine Acquisition Corp., a Cayman Islands exempted company (“MRAC” and, after the Domestication, “Enjoy Technology, Inc.” and, as of August 31, 2022, “Legacy EJY, Inc.”) by the holders thereof and (ii) up to 9,343,750 shares of Common Stock that are issuable upon the exercise of 9,343,750 warrants (the “Public Warrants” and, together with the Private Placement Warrants, the “Warrants”) originally issued in the initial public offering of MRAC by the holders thereof.

The Prospectus and this prospectus supplement also relate to the offer and sale from time to time by the selling securityholders named in the Prospectus (the “Selling Securityholders”) of (i) up to 89,627,117 shares of Common Stock, consisting of (a) up to 8,000,000 PIPE Shares (as defined in the Prospectus), (b) up to 9,343,750 sponsor shares (including 2,201,250 Sponsor Earnout Shares (as defined in the Prospectus)), (c) up to 6,316,667 shares of Common Stock issuable upon the exercise of the Private Placement Warrants, (d) 5,500,906 shares of Common Stock issued pursuant to the Backstop Agreement (as defined in the Prospectus), (e) 450,000 shares of Common Stock issued pursuant to the Equity Fee Agreement (as defined in the Prospectus) and (f) up to 60,015,794 shares of Common Stock pursuant to the Registration Rights Agreement (as defined in the Prospectus), and (ii) up to 6,316,667 Private Placement Warrants.

The Common Stock and Warrants are traded on OTC Markets (“OTC”), under the ticker symbol “ENJYQ” for the Common Stock and “ENJWQ” for the Warrants. Prior to the Domestication, MRAC’s Class A ordinary shares, par value $0.0001 per share (the “MRAC Class A ordinary shares”) and warrants to purchase MRAC Class A ordinary shares (the “MRAC Warrants”) traded under the ticker symbols “MRAC”, and “MRACW”, respectively, on Nasdaq. On November 29, 2022, the closing sale price of our Common Stock as reported by OTC was $0.01 per share and the closing price of our Warrants was $0.002 per warrant.

This prospectus supplement should be read in conjunction with the Prospectus, including any amendments or supplements thereto, which is to be delivered with this prospectus supplement. This prospectus supplement is qualified by reference to the Prospectus, including any amendments or supplements thereto, except to the extent that the information in this prospectus supplement updates and supersedes the information contained therein.

This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus, including any amendments or supplements thereto.

Investing in shares of our Common Stock or Warrants involves risks that are described in the “Risk Factors” section beginning on page 10 of the Prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this prospectus supplement or the Prospectus or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is November 30, 2022.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 21, 2022

Legacy EJY, Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-39800	98-1566891
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)


3240 Hillview Ave Palo Alto, California		94304
(Address of principal executive offices)		(Zip Code)

(888) 463-6569

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.0001 par value per share	ENJYQ	*
Warrants to purchase common stock	ENJYWQ	*

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 OTC Pink Marketplace on July 11, 2022 under the symbols “ENJYQ” and “ENJWQ”, respectively.

Item 8.01

Other Events.

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”). The Chapter 11 Cases are being jointly administered under the caption “In re Legacy EJY Inc., et al., Case No. 22-10580 (JKS).”

On November 21, 2022, the Company filed a monthly operating report for the month ending October 31, 2022 (the “October Monthly Operating Report”) with the Bankruptcy Court.

A copy of the October Monthly Operating is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The October 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.

The following Exhibits are being furnished, and are not deemed to be filed:


Exhibit No.

99.1		Chapter 11 Monthly Operating Report for the Month Ending: 10/31/2022 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: November 30, 2022

	By:	/s/ Tiffany N. Meriweather
		Tiffany N. Meriweather
		Chief Legal Officer and Corporate Secretary

Exhibit 99.1

UNITED STATES BANKRUPTCY COURT

DISTRICT OF Delaware

Monthly Operating Report

Chapter 11

Reporting Period Ended: 10/31/2022

Petition Date: 06/30/2022

Months Pending: 4

Industry Classification:

Reporting Method: Accrual Basis ☒

Cash Basis ☐

Debtor’s Full-Time Employees (current):

Debtor’s Full-Time Employees (as of date of order for relief):

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				Richards, Layton & Finger, P.A.
Signature of Responsible Party				Printed Name of Responsible Party

11/21/2022
Date				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)


Debtor’s Name Legacy EJY, 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

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	$	156,604

n. Total liabilities (debt) (j+k+l+m)	$	156,604

o. Ending equity/net worth (e-n)	$	173,554,876


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 Legacy EJY, Inc.		Case No. 22-10580

Part 5: Professional Fees and Expenses

Approved
Current Month

Approved
Cumulative

Paid Current
Month

Paid Cumulative

Debtor’s professional fees & expenses (bankruptcy) Aggregate Total

Itemized Breakdown by Firm

Firm Name

Role

iii

vii

viii

xii

xiii

xiv

xvi

xvii

xviii

xix

xxi

xxii

xxiii

xxiv

xxv

xxvi

xxvii

xxviii

xxix

xxx

xxxi

xxxii

xxxiii

xxxiv

xxxv


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


Debtor’s Name Legacy EJY, Inc.		Case No. 22-10580

xxxvi

xxxvii

xxxviii

xxxix

xli

xlii

xliii

xliv

xlv

xlvi

xlvii

xlviii

xlix

lii

liii

liv

lvi

lvii

lviii

lix

lxi

lxii

lxiii

lxiv

lxv

lxvi

lxvii

lxviii

lxix

lxx

lxxi

lxxii

lxxiii

lxxiv

lxxv

lxxvi

lxxvii


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


Debtor’s Name Legacy EJY, Inc.		Case No. 22-10580

lxxviii

lxxix

lxxx

lxxxi

lxxxii

lxxxiii

lxxxiv

lxxxv

lxxxvi

lxxxvii

lxxxviii

lxxxix

xci

xcii

xciii

xciv

xcv

xcvi

xcvii

xcviii

xcix

Approved

Current Month

SEC Form 424B3 filed by Enjoy Technology Inc.