424B3 1 ea158565-424b3_bowlero.htm PROSPECTUS SUPPLEMENT

Prospectus Supplement No. 2

(to prospectus dated February 1, 2022)

 

Filed pursuant to Rule 424(b)(3)

Registration No. 333-262179

 

 

 

Bowlero Corp.

216,956,397 Shares of Class A Common Stock

7,296,793 Warrants

7,296,793 Shares of Class A Common Stock Issuable upon Exercise of Warrants

 

This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated February 1, 2022 (the “Prospectus”), related to: (1) the offer and sale, from time to time, by the selling securityholders identified in the Prospectus, or their permitted transferees, of (i) up to 216,956,397 shares of Class A common stock, par value $0.0001 (the “Class A Common Stock”) and (ii) 7,296,793 warrants to purchase shares of Class A Common Stock (“warrants”), and (2) the issuance by us and the resale by certain of the selling securityholders of up to 7,296,793 shares of Class A Common Stock upon the exercise of outstanding warrants, with the information contained in our Current Report on Form 8-K, filed with the Securities and Exchange Commission (“SEC”) on April 14, 2022 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.

 

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

 

Our Class A Common Stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “BOWL” and our warrants are listed on the NYSE under the symbol “BOWL.WS.” On April 14, 2022, the closing sale price per share of our Class A Common Stock was $12.18 and of our warrants was $3.51.

 

Investing in our securities involves risks. See Risk Factorsbeginning on page 6 of the Prospectus and in any applicable prospectus supplement.

 

Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the Prospectus or this prospectus supplement. Any representation to the contrary is a criminal offense.

 

         

 

The date of this prospectus supplement is April 18, 2022.

 

 

 

 

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

 

Exhibit No.

 

Description

99.1   Press release, dated April 14, 2022
99.2   Notice of Redemption, dated April 14, 2022
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

 

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