UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION - Form 8-K

the accompanying notes to the unaudited pro forma condensed combined financial statements;

the historical unaudited condensed financial statements of MRAC as and for the six months ended June 30, 2021 and the related notes included in the Proxy Statement/Prospectus beginning on page F-22;

the historical audited financial statements, as restated, of MRAC as of December 31, 2020 and for the period from October 16, 2020 (inception) through December 31, 2020 and the related notes included in the Proxy Statement/Prospectus beginning on page F-2;

the historical unaudited condensed consolidated financial statements of Enjoy as of and for the six months ended June 30, 2021 and the related notes included in the Proxy Statement/Prospectus beginning on page F-75;

the historical audited consolidated financial statements of Enjoy as of December 31, 2020 and for the year ended December 31, 2020 and the related notes included in the Proxy Statement/Prospectus beginning on page F-43; and

the sections entitled "MRAC's Management's Discussion and Analysis of Financial Condition and Results of Operations," "Enjoy's Management's Discussion and Analysis of Financial Condition and Results of Operations," and other financial information relating to MRAC and Enjoy included in the Proxy Statement/Prospectus.

ASSETS

Current assets:

Cash and cash equivalents

Restricted cash

Account receivable, net

Prepaid expenses and other current assets

Total current assets

Property and equipment, net

Intangible assets, net

Other assets

Cash held in Trust Account

Total assets

LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT

Current liabilities:

Accounts payable

Accrued expenses and other current liabilities

Short-term debt

Short-term convertible loan, at fair value (related party carrying value of $0.2 million)

Total current liabilities

Deferred legal fees

Deferred underwriting fee payable

Long-term debt, net of discount

Long-term convertible loan, at fair value (related party carrying value of $20.0 million)

Redeemable convertible preferred stock warrant liability

Derivative warrant liabilities

Total liabilities

Class A ordinary shares, $0.0001 par value; 33,137,137 shares subject to possible redemption at $10.00 per share at June 30, 2021

REDEEMABLE CONVERTIBLE PREFERRED STOCK:

Enjoy Series Seed redeemable convertible preferred stock

Enjoy Series A redeemable convertible preferred stock

Enjoy Series B redeemable convertible preferred stock

Enjoy Series C redeemable convertible preferred stock

MRAC Preference shares

MRAC Class A ordinary shares

MRAC Class B ordinary shares

MRAC (Domesticated) Class A ordinary shares subject to possible redemption 37,375,000 shares at $10.00 per share

MRAC (Domesticated) Class A ordinary shares

Enjoy Common stock

Additional paid-in capital

Accumulated other comprehensive income

Accumulated deficit

Total stockholders' equity (deficit)

Total liabilities, redeemable convertible preferred stock and stockholders' deficit

Revenue

Operating expenses:

Cost of revenue

Operations and technology

General and administrative

Total operating expenses

Loss from operations

Change in fair value of derivative warrant liabilities

Financing costs - derivative warrant liabilities

Unrealized loss on long-term convertible loan

Interest expense

Interest income

Other expense

Loss before provision for income taxes

Provision for income taxes

Net loss

Net loss per share, basic and diluted

Weighted average shares used in computing net loss per share, basic and diluted

Revenue

Operating expenses:

Cost of revenue

Operations and technology

General and administrative

Total operating expenses

Loss from operations

Change in fair value of derivative warrant liabilities

Financing costs - derivative warrant liabilities

Unrealized loss on long-term convertible loan

Interest expense

Interest income

Other expense

Loss before provision for income taxes

Provision for income taxes

Net loss

Net loss per share, basic and diluted

Weighted average shares used in computing net loss per share, basic and diluted

the accompanying notes to the unaudited pro forma condensed combined financial statements;

the historical unaudited condensed financial statements of MRAC as and for the six months ended June 30, 2021 and the related notes included in the Proxy Statement/Prospectus beginning on page F-22;

the historical audited financial statements, as restated, of MRAC as of December 31, 2020 and for the period from October 16, 2020 (inception) through December 31, 2020 and the related notes included in the Proxy Statement/Prospectus beginning on page F-2;

the historical unaudited condensed consolidated financial statements of Enjoy as of and for the six months ended June 30, 2021 and the related notes included in the Proxy Statement/Prospectus beginning on page F-75;

the historical audited consolidated financial statements of Enjoy as of December 31, 2020 and for the year ended December 31, 2020 and the related notes included in the Proxy Statement/Prospectus beginning on page F-43; and

the sections entitled "MRAC's Management's Discussion and Analysis of Financial Condition and Results of Operations," "Enjoy's Management's Discussion and Analysis of Financial Condition and Results of Operation," and other financial information relating to MRAC and Enjoy included in the Proxy Statement/Prospectus.

Series Seed convertible preferred stock

Series A convertible preferred stock

Series B convertible preferred stock

Series C convertible preferred stock

Common stock

Total

Enjoy common stock assumed outstanding prior to the closing of the Business Combination and the PIPE Investment

Assumed Exchange Ratio

Estimated shares of MRAC common stock issued to Enjoy Stockholders upon closing of the Business Combination

To reflect the domestication of the MRAC Class A Ordinary Shares. Each issued and outstanding share of the MRAC Class A Ordinary Shares converted automatically, on a one-for-one basis, into a share of New Enjoy Common Stock.

To reflect the domestication of the MRAC Class B Ordinary Shares. Each issued and outstanding share of the MRAC Class B Ordinary Shares converted automatically, on a one-for-one basis, into a share of New Enjoy Common Stock.

To reflect the payment of MRAC's total estimated advisory, legal, accounting and auditing fees and other professional fees of $14.0 million that are deemed to be direct and incremental costs of the Business Combination. The payment of $14.0 million of costs directly attributable to the Business Combination have been recorded as a reduction of $8.7 million to additional paid-in capital, a reduction of $1.0 million to accrued expenses and other current liabilities and a reduction of $4.3 million to accounts payable.

To reflect the settlement of $13.1 million of deferred underwriters' fees incurred during MRAC's initial public offering that are payable upon completion of the Business Combination.

To reflect the payment of deferred legal fees of $0.5 million from the trust account and a reclassification of deferred transaction cost of $0.6 million from prepaid expenses to additional paid-in capital.

To reflect the release of the remaining cash balance of $41.9 million from the cash held in trust account to cash and cash equivalents after redemption of 31,875,906 MRAC public shareholders and payment of the deferred underwriting fee of $13.1 million.

To reflect the reclassification of ordinary shares subject to redemption of $55.0 million to common stock of $1,000 and additional paid-in capital $55.0 million.

To reflect the automatic conversion of Enjoy's Convertible Loan into shares of Enjoy Common Stock and subsequent conversion into shares of New Enjoy Common Stock at a 10% discount. Upon the conversion, the fair value of the debt of $57.8 million was derecognized. The shares of New Enjoy Common Stock issued in exchange for the debt were recorded at the fair value of the common stock in the amount of $2,000 and additional paid-in capital in the amount of $57.8 million.

To reflect the payment of Enjoy's total estimated advisory, legal, accounting and auditing fees and other professional fees of $25.4 million that are deemed to be direct and incremental costs of the Business Combination. The payment of $19.3 million of costs directly attributable to the Business Combination have been recorded as a reduction to additional paid-in capital of $25.4 million, reduction to accounts payable of $1.9 million and reduction to other assets of $7.9 million.

To reflect the conversion of Enjoy Redeemable Convertible Preferred Stock of $368.7 million into Enjoy Common Stock in amount of $15,000 and additional paid-in capital of $368.7 million.

To reflect the recapitalization of Enjoy through the contribution of all outstanding common stock of Enjoy to MRAC and the issuance of 90,827,964 shares of New Enjoy Common Stock and the elimination of the accumulated deficit of MRAC, the accounting acquiree. As a result of the recapitalization, Enjoy Common Stock of $21,000 and MRAC's accumulated deficit of $3.4 million were derecognized. The shares of New Enjoy Common Stock issued in exchange for Enjoy's capital were recorded as increase to common stock of $9,000 and decrease to additional paid-in capital in amount of $3.4 million.

To reflect the repayment of the Blue Torch Loan of $37.0 million, an early repayment fee of $1.0 million and derecognition of unamortized discount of $3.7 million related to the Blue Torch Loan and the repayment of the PPP loan of $10.1 million and accrued interest of $0.1 million.

To reflect the issuance of an aggregate of 8,000,000 shares of New Enjoy Common Stock in the PIPE Investment (excluding the Backstop Investment) at a price of $10.00 per share, for an aggregate purchase price of $80.0 million and to record the fees associated with the consummation of the PIPE Investment (excluding the Backstop Investment) in the amount of $1.7 million.

To reflect MRAC's public shareholders exercise of their redemption rights totaling 31,875,906 MRAC Class A Ordinary Shares prior to the consummation of the Business Combination at a redemption price of approximately $10.00 per share, or $318.8 million in cash.

To reflect the conversion of the Enjoy Common Warrants into shares of Enjoy Common Stock that resulted in an increase to common stock and decrease to additional paid-in capital of $47.

To reflect the automatic conversion of the 2021 Convertible Loan into shares of Enjoy Common Stock and subsequent conversion into shares of New Enjoy Common Stock at a 20% discount. Enjoy recorded the 2021 Convertible Loan under the fair value option. Under the fair value option, the convertible loans are measured at fair value in each reporting period until they are settled, with changes in the fair values being recognized in the consolidated statements of operations as income or expense. Upon the conversion, the fair value of the debt of $81.7 million was derecognized. The shares of New Enjoy Common Stock issued in exchange for the debt were recorded at the fair value of the common stock in the amount of $2,000 and additional paid-in capital in the amount of $81.7 million.

To reflect the reclassification of 4,237,863 MRAC Class A ordinary shares from permanent equity to shares of New Enjoy Common Stock subject to possible redemption in order to arrive at the total number of shares subject to redemption of 37,375,000.

To induce one of its stockholders, LCH Enjoir L.P. ("LCH"), to waive certain of its rights in connection with the pending merger with MRAC, Enjoy entered into the Stockholder Contribution Agreement with Ron Johnson and the Stock Issuance Agreement with LCH. Pursuant to the Stockholder Contribution Agreement, immediately prior to and contingent on Closing, Mr. Johnson shall surrender to Enjoy a number of shares of the Company's Common Stock equal to the quotient obtained by dividing $20.0 million by the product obtained by multiplying $10.00 by the exchange ratio calculated in accordance with the Merger Agreement used to determine that number of shares each share of the Company's Common Stock will be exchanged for at the closing of the Business Combination ("Contributed Shares"). Thereafter, as detailed in the Stock Issuance Agreement, Enjoy shall issue a number of shares equal to the Contributed Shares to LCH. This transaction results in an increase to additional paid-in capital and decrease to accumulated deficit of $20.0 million (see note 6(e) below).

To reflect the conversion of Enjoy's redeemable convertible preferred stock warrant liability to New Enjoy common warrants as all Enjoy preferred stock was converted into common stock immediately prior to the closing of the Transactions, which resulted in an increase to additional paid-in capital and a decrease to the redeemable convertible preferred stock warrant liability of $0.6 million.

To reflect the issuance of an aggregate of 5,500,906 shares of New Enjoy Common Stock in the Backstop Investment at a price of $10.00 per share, for an aggregate purchase price of $55.0 million.

To reflect the automatic conversion of the Additional Convertible Loan of $15 million issued in August and September 2021 into shares of Enjoy Common Stock and subsequent conversion into shares of New Enjoy Common Stock at a 20% discount. Enjoy recorded the Additional Convertible Loan of $15 million issued in August and September 2021 under the fair value option. Under the fair value option, the convertible loans are measured at fair value in each reporting period until they are settled, with changes in the fair values being recognized in the consolidated statements of operations as income or expense. Upon the conversion, the fair value of the debt of $20.0 million was derecognized. The shares of New Enjoy Common Stock issued in exchange for the debt were recorded at the fair value of the common stock in the amount of $1,000 and additional paid-in capital in the amount of $20.0 million.

To reflect the conversion of Enjoy options into 422,732 Class A Ordinary shares of Enjoy that resulted in an increase to common stock and decrease to additional paid-in capital of $42.

To reflect the August and September 2021 issuance of the Additional Convertible Loan of $15.0 million under a convertible unsecured subordinated loan agreement to borrow up to $75.0 million, of which $60.0 million had been borrowed as of June 30, 2021.

To reflect the mark-to-market adjustments on the Convertible Loan, 2021 Convertible Loan and Additional Convertible Loan of $15 million which were valued at the current market value as of closing date, October 15, 2021.

To reflect an adjustment to eliminate interest expense, amortization of discount and debt issuance cost on the Blue Torch Loan, PPP loan and Convertible Loan as it is assumed that the Blue Torch Loan and PPP loan would have been paid off and the Convertible Loan converted into Enjoy Common Stock as if the Business Combination had occurred on January 1, 2020.

To reflect an adjustment to eliminate unrealized loss on the Convertible loan as it is assumed that the convertible notes would have been converted to Enjoy Common Stock and then to shares of New Enjoy Common Stock as if the Business Combination had occurred on January 1, 2020.

To reflect mark-to-market unrealized loss on the Convertible Loan, 2021 Convertible Loan and Additional Convertible Loan of $15 million which were valued at the current market value as of closing date, October 15, 2021.

To reflect write off unamortized discount of $3.7 million on repayment of the Blue Torch Loan as described in 5(l) above.

To reflect loss on forfeiture of the Contributed Shares equal to $20.0 million in accordance with the Stockholder Contribution Agreement and the Stock Issuance Agreement (see note 5(r) above).

New Enjoy will not recognize current or deferred tax expense upon consummation of the transaction. Enjoy's current tax expense is related to foreign jurisdictions, in which, there will be no impact from the transaction. New Enjoy's U.S. deferred tax balances will be offset by a full valuation allowance. Therefore, no income tax provision impact related to the transaction accounting adjustments is reflected.

The pro forma basic and diluted net loss per share amounts presented in the unaudited pro forma condensed combined statements of operations are based upon the number of MRAC's shares outstanding as if the Transactions occurred on January 1, 2020. The calculation of weighted average shares outstanding for pro forma basic and diluted net loss per share assumes that the shares issuable in connection with the Transactions have been outstanding for the entirety of the period presented. The 2,201,250 Sponsor Earnout Shares are participating securities that contractually entitle the holders of such shares to participate in nonforfeitable dividends but does not contractually obligate the holders of such shares to participate in losses. The unaudited pro forma condensed combined statements of operations reflect net losses for the periods presented and, accordingly, no loss amounts have been allocated to the Sponsor Earnout Shares. The Sponsor Earnout Shares have also been excluded from basic and diluted pro forma net loss per share as such shares are subject to forfeiture until the earnout Triggering Event has occurred.

Weighted average shares calculation - basic and diluted

MRAC weighted average public shares outstanding

MRAC common stock subject to redemption reclassified to equity

Issuance of MRAC common stock in connection with closing of the PIPE Investment (excluding Backstop Investment)

Issuance of MRAC common stock in connection with closing of the Backstop Investment

Issuance of MRAC common stock to Enjoy shareholders in connection with Business Combination

Pro forma weighted average shares outstanding-basic and diluted