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Certain Relationships and Related Person Transactions |
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Our Executive
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Additional
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The facility allowed for note issuances in an aggregate
principal amount of up to $70,000,000 through the sales of notes to parties to the 2020 NPA. Immediately prior to the Closing, the notes issued under the 2020 NPA automatically converted into New Enjoy common stock at a conversion price equal to 90%
of the value of Legacy Enjoys capital stock.
Convertible Note Round 2021
In April 2021, Legacy Enjoy entered into a Note Purchase Agreement (the 2021 NPA), with certain holders of Legacy Enjoys capital stock, including
(i) entities affiliated with SCP Venture Fund I, L.P., which currently holds more than 5% of our capital stock, (ii) Ron Johnson, Chair of our Board, our Chief Executive Officer, and a beneficial owner of greater than 5% of capital stock
(iii) Oak Investment Partners XIII, which is affiliated with Fred Harman, a member of our Board, (iv) entities affiliated with King Street Capital management, L.P., which currently holds more than 5% of our capital stock and
(v) entities affiliated with Riverwood Capital, which currently holds more than 5% of our capital stock.
The facility allowed for note issuances in an
aggregate principal amount of up to $75,000,000 through the sales of notes to parties to the 2021 NPA. Immediately prior to the Closing, the notes issued under the 2021 NPA automatically converted into New Enjoy common stock at a conversion price
equal to 80% of the value of Legacy Enjoys capital stock.
Director and Officer Indemnification
New Enjoys certificate of incorporation and bylaws provide for indemnification and advancement of expenses for its directors and officers to the fullest extent
permitted by the DGCL, subject to certain limited exceptions. Legacy Enjoy entered into indemnification agreements with each of its directors. These agreements were replaced with new indemnification agreements for each post-Closing director and
officer of New Enjoy.
Catterton Transaction
To induce one of its
stockholders, Catterton, to waive certain of its rights in connection with the Merger in its capacity as a Legacy Enjoy stockholder, Legacy Enjoy entered into the Stockholder Contribution Agreement and the Stock Issuance Agreement as set forth
below. Pursuant to that certain Stockholder Contribution Agreement, by and between Legacy Enjoy and Ron Johnson, Mr. Johnson, immediately prior to Closing, forfeited a number of shares equal to $20.0 million of the post-Closing value of
New Enjoy (Contributed Shares). Thereafter, as detailed in that certain Stock Issuance Agreement by and between Legacy Enjoy and Catterton, New Enjoy issued a number of shares equal to the Contributed Shares to Catterton.
MRAC
Sponsor Shares
On October 28, 2020, the Sponsor paid in the aggregate $25,000, or approximately $0.002 per share, to cover certain of MRACs expenses in consideration of
10,062,500 sponsor shares, par value $0.0001. On November 10, 2020, the Sponsor surrendered 718,750 sponsor shares to MRAC for no consideration, resulting in an aggregate of 9,343,750 sponsor shares outstanding. As a result of such surrender, the per-share purchase price increased to approximately $0.003 per share. The number of sponsor shares was determined based on the expectation that the sponsor shares would represent 20% of the issued and
outstanding ordinary shares upon completion of MRACs initial public offering (assuming the Sponsor did not purchase any units in MRACs initial public offering). The per share price of the sponsor shares was determined by dividing the
amount of cash contributed to MRAC by the aggregate number of sponsor shares issued. On December 11, 2020, the Sponsor transferred 25,000 sponsor shares to each of MRACs independent directors at their original purchase price.
In connection with the Transactions, 9,343,750 sponsor shares were converted, on a
one-for-one basis, into shares of New Enjoy common stock.
Private Placement
Warrants
Substantially concurrently with the consummation of MRACs initial public offering, MRAC completed the private sale of 6,316,667 MRAC private
placement warrants at a purchase price of $1.50 per MRAC Private Placement Warrant, to the Sponsor, generating gross proceeds to MRAC of $9,475,000. The MRAC private placement warrants have terms and provisions that are identical to those of the
warrants sold as part of the MRAC units in the initial public offering,
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