As filed with the Securities and Exchange Commission on September 26, 2022
Registration No. 333-262179
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BOWLERO CORP.
(Exact name of registrant as specified in its charter)
Delaware | 7900 | 98-1632024 | ||
(State or Other Jurisdiction of Incorporation or Organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
7313 Bell Creek Road
Mechanicsville
Virginia, 23111
(804) 417-2000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Thomas F. Shannon
Chief Executive Officer
7313 Bell Creek Road
Mechanicsville
Virginia, 23111
(804) 417-2000
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
David S. Huntington, Esq.
Paul, Weiss, Rifkind, Wharton &
Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
(212) 373-3000
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒
This post-effective registration statement amends registration statement number 333-262179.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||||
Non-accelerated filer | ☒ | Smaller reporting company | ☐ | |||||
Emerging growth company | ☒ |
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 7(a)(2)(B) of the Securities Act. ☐
ADDITION OF EXHIBIT
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333- 262179) is being filed to include as an exhibit KPMG LLP’s consent to the use of its report dated September 15, 2022, with respect to the consolidated financial statements of Bowlero Corp. included in the Prospectus Supplement No. 6 dated September 15, 2022 filed pursuant to Rule 424(b)(3).
Item 16. Exhibits and Financial Statement Schedules
(a) The following exhibits are filed as part of this Registration Statement or incorporated by reference herein:
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* | Certain of the exhibits and schedules to this Exhibit 2.1 and 2.2 have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish copies of any of the omitted exhibits and schedules to the SEC upon its request. |
^ | Previously filed. |
^^ | Filed herewith. |
† | Indicates management contract or compensatory plan. |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Mechanicsville, Virginia, on the 26th day of September, 2022.
BOWLERO CORP. | ||
By: | /s/ Thomas F. Shannon | |
Name: | Thomas F. Shannon | |
Title: | Chairman and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Thomas F. Shannon | Chairman, Chief Executive Officer and Director | September 26, 2022 | ||
Thomas F. Shannon | (Principal Executive Officer) | |||
/s/ Brett I. Parker | President, Chief Financial Officer, Secretary, Treasurer and Director | September 26, 2022 | ||
Brett I. Parker | (Principal Financial Officer) | |||
/s/ Jeffrey Kostelni | Chief Accounting Officer | September 26, 2022 | ||
Jeffrey Kostelni | (Principal Accounting Officer) | |||
* | Director | September 26, 2022 | ||
Michael J. Angelakis | ||||
* | Director | September 26, 2022 | ||
George Barrios | ||||
* | Director | September 26, 2022 | ||
Robert J. Bass | ||||
* | Director | September 26, 2022 | ||
Sandeep Mathrani | ||||
* | Director | September 26, 2022 | ||
Rachael A. Wagner | ||||
* | Director | September 26, 2022 | ||
Michelle Wilson | ||||
* | Director | September 26, 2022 | ||
John A. Young |
* | By: | /s/ Jason Cohen | ||||
Name: | Jason Cohen | |||||
Title: | Attorney-in-Fact |
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