FALSE000184057200018405722022-12-202022-12-20
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
___________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
December 20, 2022
Date of Report (date of earliest event reported)
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BOWLERO CORP.
(Exact name of registrant as specified in its charter)
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Delaware (State or other jurisdiction of incorporation or organization) | 001-40142 (Commission File Number) | 98-1632024 (I.R.S. Employer Identification Number) |
7313 Bell Creek Road Mechanicsville, Virginia 23111 |
(Address of principal executive offices and zip code) |
(804) 417-2000 |
(Registrant's telephone number, including area code) |
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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:
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☐ | 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)) |
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Securities registered pursuant to Section 12(b) of the Act: |
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Title of each class | | Trading Symbol | | Name of each exchange on which registered |
| Class A common stock, par value $0.0001 | | BOWL | | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
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 13(a) of the Exchange Act. ☐
Item 8.01 - Other Events
Bowlero Corp. (the “Company”) previously provided unaudited pro forma condensed combined financial information to depict the accounting for the acquisition of Bowlero Corp., a Delaware corporation (“Old Bowlero”) on December 15, 2021, pursuant to the business combination agreement, dated as of July 1, 2021, as amended (the “Business Combination Agreement”), between Old Bowlero and Isos Acquisition Corporation, a Cayman Islands exempted company. In connection with the consummation of the transactions contemplated by the Business Combination Agreement, Isos was redomiciled as a Delaware corporation and Old Bowlero was merged with and into Isos, with Isos surviving the merger (the “Business Combination”). In addition, in connection with the consummation of the Business Combination, “Isos Acquisition Corporation” was renamed “Bowlero Corp.”
The Company is providing updated pro forma adjustments to the combined Company’s reported net loss and net loss per share, attached hereto as Exhibit 99.1, to show the impact of the Business Combination on its net loss and share information for the twelve months ended July 3, 2022.
Item 9.01 - Financial Statements and Exhibits
(d) Exhibits:
| | | | | | | | |
| Exhibit No. | | Description |
| 99.1 | | |
104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
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| BOWLERO CORP. |
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Date: December 20, 2022 | By: | /s/ Brett I. Parker |
| Name: | Brett I. Parker |
| Title: | President and Chief Financial Officer |
Narrative Discussion of Pro Forma Adjustments to the Combined Company’s Reported Net Loss and Net Loss Per Share
On December 15, 2021, Isos Acquisition Corporation, a Cayman Islands exempted company (“Isos”) acquired Bowlero Corp., a Delaware corporation (“Old Bowlero”) pursuant to the business combination agreement, dated as of July 1, 2021, as amended (the “BCA”), between Old Bowlero and Isos. In connection with the consummation of the transactions contemplated by the BCA, Isos was redomiciled as a Delaware corporation and Old Bowlero was merged with and into Isos, with Isos surviving the merger (the “Business Combination”). In addition, in connection with the consummation of the Business Combination, Isos was renamed “Bowlero Corp.” (the “Company”).
The unaudited pro forma combined information has been presented for illustrative purposes only and may not be useful in predicting the future financial condition and results of operations of the Company.
The following table and subsequent discussion summarizes the pro forma adjustments to Bowlero Corp.’s reported net loss for the fiscal year ended July 3, 2022 in order to give effect of the Business Combination pursuant to the BCA as if it had occurred on June 28, 2021:
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| (in thousands) | | Twelve months ended July 3, 2022 |
| Reported net loss | | $ | (40,167) | |
Adjustment for share-based compensation expense(1) | | (5,206) | |
Adjustment for Series A preferred stock dividends(2) | | (1,109) | |
| Pro forma net loss | | $ | (46,482) | |
1.The adjustment for share-based compensation expense relates to the incremental amount of share-based compensation expense for the five and a half months prior to the date the Business Combination actually occurred.
2.The adjustment for the Series A preferred stock dividends is to retroactively adjust to reflect only the accumulated dividends associated with the Series A preferred stock issued as part of the Business Combination and to eliminate the accumulated dividends associated with Series A preferred stock that was outstanding prior to the Business Combination and settled as part of the Business Combination.
The following table and subsequent discussion summarizes the pro forma adjustments to Bowlero Corp.’s reported net loss per share attributable to shares of Class A and Class B common stock for the twelve month period ended July 3, 2022 in order to give effect to the Business Combination as if it had occurred on June 28, 2021:
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| (in thousands, except share and per share amounts) | | Twelve months ended July 3, 2022 |
| Numerator | | |
| Pro forma net loss | | $ | (46,482) | |
| Denominator | | |
| Reported Basic and diluted weighted-average shares outstanding | | 155,837,154 |
Adjustment(1) | | 7,227,344 |
| Pro forma basic and diluted weighted-average shares outstanding | | 163,064,498 |
| | |
| Reported net loss per share, basic and diluted | | $ | (0.26) | |
Adjustment(1) | | (0.03) | |
| Pro forma net loss per share, basic and diluted | | $ | (0.29) | |
1.The adjustment relates to the shares assumed to be outstanding for the entire reporting period assuming the Business Combination occurred on June 28, 2021 and represents the additional shares included in the weighted-average number of shares outstanding.