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): February 3, 2021
MARQUEE RAINE ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-39800 | 98-1566891 | ||
|
(State or other jurisdiction of incorporation) |
(Commission
File Number) |
(I.R.S. Employer
Identification No.) |
|
65 East 55th Street, 24th Floor New York, NY |
10022 | |
| (Address of principal executive offices) | (Zip Code) |
(212) 603-5500
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communication 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-commencements 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 Symbols |
Name of each exchange on which registered |
||
| Units, each consisting of one Class A ordinary share and one-fourth of one redeemable warrant | MRACU | The Nasdaq Stock Market LLC | ||
| Class A ordinary shares, par value $0.0001 per share | MRAC | The Nasdaq Stock Market LLC | ||
| Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | MRACW | The Nasdaq Stock Market LLC | ||
| ☒ |
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). |
| ☐ |
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. |
| Item 8.01 |
Other Events. |
On February 3, 2021, Marquee Raine Acquisition Corp. (the “Company”) issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Company’s units (the “Units”) may elect to separately trade the Class A ordinary shares (the “Class A Ordinary Shares”) and warrants (the “Warrants”) comprising the Units commencing on February 4, 2021. Those Units not separated will continue to trade on The Nasdaq Capital Market (“Nasdaq”) under the symbol “MRACU,” and each of the Class A Ordinary Shares and Warrants that are separated will trade on Nasdaq under the symbols “MRAC” and “MRACW,” respectively. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade.
| Item 9.01 |
Financial Statements and Exhibits. |
| (d) |
Exhibits. The following exhibits are filed with this Form 8-K: |
|
Exhibit No. |
Description of Exhibits |
|
| 99.1 | Press Release dated February 3, 2021. | |
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SIGNATURE
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.
| Marquee Raine Acquisition Corp. | ||||
| Date: February 3, 2021 | By: |
/s/ Joseph Beyrouty |
||
| Name: | Joseph Beyrouty | |||
| Title: | Chief Financial Officer | |||
Exhibit 99.1
Marquee Raine Acquisition Corp. Announces the Separate Trading of its Class A Ordinary Shares
and Warrants Commencing February 4, 2021
New York, NY, February 3, 2021 – Marquee Raine Acquisition Corp. (the “Company”) announced that, commencing February 4, 2021, holders of the units sold in the Company’s initial public offering of 37,375,000 units completed on December 17, 2020 may elect to separately trade the Class A ordinary shares and warrants included in the units. Class A ordinary shares and warrants that are separated will trade on The Nasdaq Capital Market (“Nasdaq”) under the symbols “MRAC” and “MRACW,” respectively. Those units not separated will continue to trade on Nasdaq under the symbol “MRACU.” No fractional warrants will be issued upon separation of the units and only whole warrants will trade.
The Sponsor of the Company is Marquee Raine Acquisition Sponsor LP, an affiliate of The Raine Group LLC (“The Raine Group”) and Marquee Sports Holdings SPAC I, LLC (“Marquee Sports Holdings”).
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities of the Company, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Credit Suisse Securities (USA) LLC acted as the book-running manager for the offering. The offering was made only by means of a prospectus. Copies of the prospectus may be obtained, for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, copies of the prospectus may be obtained for free from the offices of Credit Suisse, Attention: Prospectus Department, 6933 Louis Stephens Drive, Morrisville, NC 27560, telephone: (800)-221-1037 or by emailing: usa.prospectus@credit-suisse.com.
About Marquee Raine Acquisition Corp.
Marquee Raine Acquisition Corp. is a newly incorporated blank check company whose business purpose is to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. While the company may pursue an acquisition opportunity in any business industry or sector, it intends to focus on high growth sectors of TMT including, but not limited to, opportunities in interactive entertainment and games, real money gaming, digital media, sports and sports-enabled assets, health and wellness, out-of-home and live entertainment, audio content and podcasting, technology, or other opportunities in adjacent sectors.
Cautionary Statement Concerning Forward-Looking Statements
Certain statements contained in this press release constitute forward-looking statements. All of these statements are based on management’s expectations as well as estimates and assumptions prepared by management that, although they believe to be reasonable, are inherently uncertain. These statements involve risks and uncertainties, including, but not limited to, economic, competitive, governmental and technological factors outside of Company’s control that may cause its business, industry, strategy, financing activities or actual results to differ materially. The Company undertakes no obligation to update or revise any of the forward-looking statements contained herein, whether as a result of new information, future events or otherwise.
Contact:
For The Raine Group
Mary Beth Grover/Taylor Ingraham
ASC Advisors
203 992 1230
mbgrover@ascadvisors.com / tingraham@ascadvisors.com
For Marquee Sports Holdings
Dennis Culloton
Culloton + Bauer Luce
Office 312.228.4780
Mobile 630.699.8811
dc@cullotonbauerluce.com
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