Statement of Ownership (sc 13g)
16 Fevereiro 2022 - 8:04AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. )*
Under the Securities Exchange Act of 1934
ENJOY
TECHNOLOGY, INC.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
29335V106
(CUSIP Number)
October 15, 2021
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
* |
The remainder of this cover page shall be filled out for a reporting persons initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities
Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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1. |
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Name of Reporting Persons:
Riverwood Capital GP II Ltd. |
2. |
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Check the Appropriate Box
if a Member of a Group
(a) ☐ (b) ☒
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3. |
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SEC Use Only
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4. |
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Citizenship or Place of
Organization: Cayman
Islands |
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NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5. |
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Sole Voting Power:
6,313,795 |
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6. |
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Shared Voting Power:
0 |
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7. |
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Sole Dispositive Power:
6,313,795 |
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8. |
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Shared Dispositive Power:
0 |
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9. |
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Aggregate Amount Beneficially Owned by Each Reporting Person:
6,313,795 |
10. |
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Check Box if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ |
11. |
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Percent of Class
Represented by Amount in Row (9): 5.3%(1) |
12. |
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Type of Reporting Person
(See Instructions): CO |
(1) |
Based upon 119,621,866 shares of Common Stock, par value $0.0001 per share (the Common Stock), of
Enjoy Technology, Inc. (the Issuer) outstanding on November 15, 2021, as reported in the Issuers amended Quarterly Report on Form 10-Q/A filed with the Securities and Exchange Commission
(the SEC) on December 21, 2021. |
CUSIP No. 29335V106
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1. |
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Name of Reporting Persons:
Riverwood Capital II L.P. |
2. |
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Check the Appropriate Box
if a Member of a Group
(a) ☐ (b) ☒
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3. |
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SEC Use Only
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4. |
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Citizenship or Place of
Organization: Cayman
Islands |
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NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5. |
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Sole Voting Power:
6,313,795 |
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6. |
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Shared Voting Power:
0 |
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7. |
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Sole Dispositive Power:
6,313,795 |
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8. |
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Shared Dispositive Power:
0 |
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9. |
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Aggregate Amount Beneficially Owned by Each Reporting Person:
6,313,795 |
10. |
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Check Box if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ |
11. |
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Percent of Class
Represented by Amount in Row (9): 5.3%(1) |
12. |
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Type of Reporting Person
(See Instructions): PN |
(1) |
Based upon 119,621,866 shares of Common Stock, par value $0.0001 per share (the Common Stock), of
Enjoy Technology, Inc. (the Issuer) outstanding on November 15, 2021, as reported in the Issuers amended Quarterly Report on Form 10-Q/A filed with the Securities and Exchange Commission
(the SEC) on December 21, 2021. |
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1. |
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Name of Reporting Persons:
Riverwood Capital Partners II L.P. |
2. |
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Check the Appropriate Box
if a Member of a Group
(a) ☐ (b) ☒
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3. |
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SEC Use Only
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4. |
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Citizenship or Place of
Organization: Cayman
Islands |
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NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5. |
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Sole Voting Power:
5,004,339 |
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6. |
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Shared Voting Power:
0 |
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7. |
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Sole Dispositive Power:
5,004,339 |
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8. |
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Shared Dispositive Power:
0 |
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9. |
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Aggregate Amount Beneficially Owned by Each Reporting Person:
5,004,339 |
10. |
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Check Box if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ |
11. |
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Percent of Class
Represented by Amount in Row (9): 4.2%(1) |
12. |
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Type of Reporting Person
(See Instructions): PN |
(1) |
Based upon 119,621,866 shares of Common Stock, par value $0.0001 per share (the Common Stock), of
Enjoy Technology, Inc. (the Issuer) outstanding on November 15, 2021, as reported in the Issuers amended Quarterly Report on Form 10-Q/A filed with the Securities and Exchange Commission
(the SEC) on December 21, 2021. |
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1. |
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Name of Reporting Persons:
Riverwood Capital Partners II (Parallel B) L.P. |
2. |
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Check the Appropriate Box
if a Member of a Group
(a) ☐ (b) ☒
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3. |
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SEC Use Only
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4. |
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Citizenship or Place of
Organization:
Canada |
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NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5. |
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Sole Voting Power:
1,309,456 |
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6. |
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Shared Voting Power:
0 |
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7. |
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Sole Dispositive Power:
1,309,456 |
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8. |
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Shared Dispositive Power:
0 |
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9. |
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Aggregate Amount Beneficially Owned by Each Reporting Person:
1,309,456 |
10. |
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Check Box if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ |
11. |
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Percent of Class
Represented by Amount in Row (9): 1.1%(1) |
12. |
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Type of Reporting Person
(See Instructions): PN |
(1) |
Based upon 119,621,866 shares of Common Stock, par value $0.0001 per share (the Common Stock), of
Enjoy Technology, Inc. (the Issuer) outstanding on November 15, 2021, as reported in the Issuers amended Quarterly Report on Form 10-Q/A filed with the Securities and Exchange Commission
(the SEC) on December 21, 2021. |
Item 1.
(a) Name of Issuer:
Enjoy Technology, Inc. (the
Issuer)
(b) Address of Issuers Principal Executive Offices:
3240 Hillview Avenue
Palo Alto, CA 94304
Item 2.
(a) Name of Person Filing:
Riverwood Capital GP II Ltd. (Riverwood GP)
Riverwood Capital II L.P. (Riverwood LP)
Riverwood
Capital Partners II L.P. (RCP)
Riverwood Capital Partners II (Parallel B) L.P. (RCP Parallel B)
The foregoing persons are hereinafter sometimes collectively referred to as the Reporting Persons.
(b) Address of Principal Business Office, or, if None, Residence:
The principal business office for all persons filing:
70 Willow
Road, Suite 100
Menlo Park, CA 94025
(c) Citizenship:
See Item 4 of each cover page.
(d) Title of
Class of Securities:
Common Stock, par value $0.0001 per share (the Common Stock).
(e) CUSIP Number:
29335V106
Item 3.
Not Applicable.
Item 4. Ownership.
(a) Amount beneficially
owned:
As of December 31, 2021, each of the Reporting Persons may be deemed to be the beneficial owner of the shares of Common Stock listed on
such Reporting Persons cover page, with the following Reporting Persons holding the Shares directly: (i) RCP held 5,004,339 shares of Common Stock directly and (ii) RCP Parallel B held 1,309,456 shares of Common Stock directly
(together with RCP, Riverwood Capital).
Riverwood LP is the general partner of Riverwood Capital. The general partner of Riverwood LP is Riverwood
GP. Riverwood LP and Riverwood GP may be deemed to have voting and dispositive power over, and be deemed to be indirect beneficial owners of the Common Stock directly held by Riverwood Capital. All investment decisions with respect to the Common
Stock held by Riverwood Capital are made by a majority vote of an investment committee comprised of several members. All voting decisions over the shares held by Riverwood Capital are made by a majority vote of Riverwood GPs multiple
shareholders. No natural person controls investment or voting decisions with respect to the Common Stock held by Riverwood Capital. The shareholders and investment committee members of Riverwood GP disclaim beneficial ownership of all shares of
Common Stock beneficially owned by Riverwood GP, Riverwood LP, RCP and RCP Parallel-B for the purposes of Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended (the Act).
(b) Percent of class:
See Item 11 on the cover pages
hereto.
(c) Number of Shares as to which the Reporting Person has:
(i) Sole power to vote or to direct the vote:
See Item 5 on the
cover pages hereto.
(ii) Shared power to vote or to direct the vote:
See Item 6 on the cover pages hereto.
(iii) Sole power to
dispose or to direct the disposition of:
See Item 7 on the cover pages hereto.
(iv) Shared power to dispose or to direct the disposition of:
See Item 8 on the cover pages hereto.
Item 5.
Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has
ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐.
Item 6. Ownership of More
than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
Not applicable.
Item 8. Identification and
Classification of Members of the Group.
The Reporting Persons have agreed to jointly file this Schedule 13G in accordance with Rule 13d-1(k) of the Act, the agreement with respect to which is attached hereto as Exhibit 1. The filing of this statement should not be construed to be an admission that any member of the Reporting Persons are members
of a group for the purposes of Sections 13(d) and 13(g) of the Act.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below each of the undersigned certify that, to the best of their knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect,
other than activities solely in connection with a nomination under Rule 14a-11 of the Exchange Act.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 15, 2022
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RIVERWOOD CAPITAL GP II LTD. |
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By: |
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/s/ Jeffrey Parks |
Name: Jeffrey Parks |
Title: |
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Director |
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RIVERWOOD CAPITAL II L.P. |
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By: Riverwood Capital GP II Ltd., its general partner |
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By: |
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/s/ Jeffrey Parks |
Name: Jeffrey Parks |
Title: |
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Director |
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RIVERWOOD CAPITAL PARTNERS II L.P. |
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By: Riverwood Capital II L.P., its general partner |
By: Riverwood Capital GP II Ltd., its general partner |
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By: |
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/s/ Jeffrey Parks |
Name: Jeffrey Parks |
Title: |
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Director |
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RIVERWOOD CAPITAL PARTNERS II (PARALLEL B) L.P. |
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By: Riverwood Capital II L.P., its general partner |
By: Riverwood Capital GP II Ltd., its general partner |
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By: |
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/s/ Jeffrey Parks |
Name: Jeffrey Parks |
Title: |
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Director |
EXHIBIT LIST
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Exhibit 1 |
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Joint Filing Agreement, dated as of February 15, 2022 (filed herewith) |
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