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): April 14, 2022
Bowlero Corp.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-40142 | | 98-1632024 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (I.R.S. Employer
Identification No.) |
7313 Bell Creek Road Mechanicsville, Virginia | | 23111 |
| (Address of principal executive offices) | | (Zip Code) |
(804) 417-2000
(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 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 |
| Class A common stock, $0.0001 par value per share | | BOWL | | The New York Stock Exchange |
| Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share | | BOWL WS | | The New York Stock Exchange |
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 x
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 April 14, 2022, Bowlero Corp. (“Bowlero”) issued a press release announcing the redemption of all of its outstanding publicly traded and privately held warrants to purchase shares of its Class A common stock that were issued under the Warrant Agreement, dated as of March 2, 2021, between Bowlero (f/k/a Isos Acquisition Corporation) and Continental Stock Transfer & Trust Company (the “Warrant Agent”), at 5:00 p.m. New York City time on May 16, 2022, for a redemption price of $0.10 per warrant. A copy of the press release announcing the redemption is filed as Exhibit 99.1 to this report and incorporated herein by reference.
At Bowlero’s direction, the Warrant Agent is delivering a Notice of Redemption to registered holders of outstanding warrants. A copy of the Notice of Redemption is filed as Exhibit 99.2 to this report and incorporated herein by reference.
None of this current report, the press release or the Notice of Redemption attached as exhibits constitutes an offer to sell or the solicitation of an offer to buy any Bowlero securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | Bowlero Corp. | |
| | | | |
| Date: | April 14, 2022 | By: | /s/ Brett I. Parker | |
| | | | Name: Brett I. Parker | |
| | | | Title: President and Chief Financial Officer | |
