Filed Pursuant to Rule 424(b)(3)
File No. 333-262179
PROSPECTUS
Bowlero Corp.
205,321,942 Shares of Class A Common Stock
This prospectus relates to the resale, from time to time, of up to 205,321,942 shares of our Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), by the selling securityholders (including their pledgees, donees, transferees or other successors-in-interest) identified in this prospectus (the “Selling Securityholders”). On December 15, 2021, we completed our business combination (the “Business Combination”) with Isos Acquisition Corporation.
We are registering the following shares of Class A Common Stock for resale:
• 8,221,199 shares of Class A Common Stock purchased by certain investors (the “Common PIPE Securityholders”) in a private placement in connection with the Business Combination;
• 17,146,968 shares of Class A Common Stock issuable upon conversion of shares of our preferred stock, par value $0.0001 per share (the “Preferred Stock”), purchased by certain investors in a private placement in connection with the Business Combination and received by an affiliate in connection with the Business Combination (collectively, the “Preferred Securityholders”);
• 3,662,925 shares of Class A Common Stock purchased by certain investors (the “Forward Purchase Investors”) pursuant to a forward purchase contract dated July 1, 2021, as amended (the “Forward Purchase Contract”), in a private placement in connection with the Business Combination and 991,033 shares of Class A Common Stock held by certain Forward Purchase Investors;
• 4,061,519 shares of Class A Common Stock held by Isos Acquisition Sponsor LLC (the “Sponsor”) and one of its managing members;
• 68,427,093 shares of Class A Common Stock, 9,874,924 shares of Class A Common Stock issuable upon the settlement of restricted stock units, 5,931 shares of restricted Class A Common Stock that may be issuable to one of our officers upon forfeiture of certain shares of Class A Common Stock in accordance with the Business Combination Agreement, and 82,069,980 shares of Class A Common Stock issuable upon the conversion of shares of our Class B common stock, par value $0.0001 per share (the “Class B Common Stock”), in each case held by certain of our affiliates; and
• 10,860,370 shares of Class A Common Stock issuable upon exercise of stock options held by certain of our affiliates.
We will not receive any proceeds from the sale of the shares of Class A Common Stock by the Selling Securityholders.
We will bear all costs, expenses and fees in connection with the registration of the shares of Class A Common Stock. The Selling Securityholders will bear all commissions and discounts, if any, attributable to their sales of the shares of Class A Common Stock.
Our Class A Common Stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “BOWL.” On December 29, 2022, the closing sale price per share of our Class A Common Stock was $13.22.
We are an “emerging growth company” under applicable Securities and Exchange Commission rules and, as such, have elected to comply with certain reduced public company disclosure requirements for this prospectus and future filings. See “Prospectus Summary — Emerging Growth Company.”
Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 9 of this prospectus for a discussion of information that should be considered before making a decision to purchase our Class A Common Stock.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this prospectus or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is December 30, 2022.
FORWARD-LOOKING STATEMENTS
This prospectus contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 that involve risk, assumptions and uncertainties, such as statements of our plans, objectives, expectations, intentions and forecasts.. These forward-looking statements are generally identified by the use of forward-looking terminology, including the terms “anticipate,” “believe,” “confident,” “continue,” “could,” “estimate,” “expect,” “intend,” “likely,” “may,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and, in each case, their negative or other various or comparable terminology. Our actual results and the timing of selected events could differ materially from those discussed in these forward-looking statements as a result of several factors, including those set forth under the section of our most recent Annual Report on Form 10-K titled “Risk Factors” and elsewhere in our Annual Report on Form 10-K and in any subsequent Quarterly Reports on Form 10-Q, which are incorporate by reference into this prospectus. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Important factors that could cause our results to vary from expectations include, but are not limited to:
• the impact of COVID-19 pandemic and any future outbreaks of contagious diseases on our business;
• our ability to design and execute our business strategy; changes in consumer preferences and buying patterns;
• our ability to compete in our markets;
• the occurrence of unfavorable publicity;
• risks associated with long-term non-cancellable leases for our centers;
• our ability to retain key managers; risks associated with our substantial indebtedness and limitations on future sources of liquidity;
• our ability to carry out our expansion plans;
• our continued ability to produce content, build infrastructure and market Professional Bowlers Association events;
• our ability to successfully defend litigation brought against us; our ability to adequately obtain, maintain, protect and enforce our intellectual property and proprietary rights and claims of intellectual property and proprietary right infringement, misappropriation or other violation by competitors and third parties;
• failure to hire and retain qualified employees and personnel;
• the cost and availability of commodities and other products we need to operate our business;
• cybersecurity breaches, cyber-attacks and other interruptions to our and our third-party service providers’ technological and physical infrastructures;
• catastrophic events, including war, terrorism and other conflicts; public health issues or natural catastrophes;
• changes in the regulatory atmosphere and related private sector initiatives;
• fluctuations in our operating results;
• economic conditions, including the impact of increasing interest rates, inflation and recession;
• and other risks, uncertainties and factors, including those set forth in our most recent Annual Report on Form 10-K, and any subsequent Quarterly Reports on Form 10-Q, which are incorporated by reference into this prospectus.
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These forward-looking statements reflect our views with respect to future events as of the date of this prospectus and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements represent our estimates and assumptions only as of the date of this prospectus and, except as required by law, we undertake no obligation to update or review publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this prospectus. We anticipate that subsequent events and developments will cause our views to change. You should read this prospectus completely and with the understanding that our actual future results may be materially different from what we expect. Our forward-looking statements do not reflect the potential impact of any future acquisitions, merger, dispositions, joint ventures or investments we may undertake. We qualify all of our forward-looking statements by these cautionary statements.
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PROSPECTUS SUMMARY
This summary highlights selected information from this prospectus and may not contain all of the information that is important to you in making an investment decision. Before investing in our securities, you should carefully read this entire prospectus, including the information set forth under the headings “Risk Factors” and our consolidated financial statements and the related notes which are incorporated by reference into this prospectus. See also the section entitled “Where You Can Find Additional Information.”
Unless otherwise indicated or the context otherwise requires, references in this prospectus to the “Company,” “we,” “us,” “Bowlero” or “our” refer to the business of Bowlero, which became the business of Bowlero Corp. following the closing of the Business Combination (as defined below).
Our Company
We are the world’s largest operator of bowling entertainment centers. Since the acquisition of the original Bowlmor Lanes location in 1997 in Greenwich Village, New York City, our journey has continued to revolutionize bowling entertainment. We operate traditional bowling centers and more upscale entertainment concepts with lounge seating, arcades, enhanced food and beverage offerings, and more robust customer service for individuals and group events, as well as hosting and overseeing professional and non-professional bowling tournaments and related broadcasting. Our bowling business is our only reporting segment. For more information about Bowlero, see our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q, which are incorporated by reference into this prospectus.
The Business Combination
On December 15, 2021, we completed the business combination (the “Business Combination”) contemplated by the Business Combination Agreement, dated as of July 1, 2021, as amended on November 1, 2021 (the “Business Combination Agreement”), by and among Isos Acquisition Corporation (“Isos”) and Bowlero Corp. (“Old Bowlero”). Pursuant to the Business Combination Agreement, Old Bowlero was merged with and into Isos, with Isos surviving the merger, and Isos was renamed “Bowlero Corp.”
Contemporaneously with the execution of the Business Combination Agreement, Isos entered into subscription agreements with a number of investors (each, a “Common PIPE Investor”), pursuant to which, concurrent with the closing of the Business Combination, the Common PIPE Investors purchased an aggregate of 15 million shares of Class A Common Stock for an aggregate purchase price of $150.0 million (the “Common PIPE Offering”). At the time of the closing of the Business Combination, LionTree Partners LLC, a (“LionTree”) purchased an additional 60,406 shares of Class A Common Stock for an aggregate purchase price of approximately $0.6 million.
Isos also contemporaneously entered into separate subscription agreements with a number of investors (each, a “Preferred PIPE Investor” and together with the Common Investors, the “PIPE Investors”), pursuant to which, concurrent with the closing of the Business Combination, the Preferred PIPE Investors purchased an aggregate of 95,000 shares of Preferred Stock (the “Preferred PIPE Shares”), for an aggregate purchase price of $95.0 million (the “Preferred PIPE Offering” and together with the Common PIPE Offering, the “PIPE Offerings”).
In addition, upon closing of the Business Combination, certain shares of Old Bowlero common stock held by A-B Parent LLC, a Delaware limited liability company (“Atairos”), were converted, in the aggregate, into 105,000 shares of the Preferred Stock having an aggregate initial liquidation preference equal to $105.0 million.
Contemporaneously with the execution of the Business Combination Agreement, Isos entered the Forward Purchase Contract pursuant to which the Forward Purchase Investors purchased 10 million shares of Class A Common Stock and warrants to purchase 3,333,333 shares of Class A Common Stock for an aggregate purchase price of $100.0 million.
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As of December 15, 2022, there were 109,863,743 issued and outstanding shares of Class A Common Stock, 55,911,203 issued and outstanding shares of Class B Common Stock and 200,000 issued and outstanding shares of Preferred Stock.
Securities Being Registered
We are registering the resale of the shares of our Class A Common Stock covered by this prospectus as required by (i) the amended and restated registration rights agreement, dated as of March 2, 2021, as amended (the “Registration Rights Agreement”), entered into by and among Isos, the Sponsor, LionTree and certain other security holders, (ii) the sponsor support agreement, dated as of July 1, 2021, by and among Isos, security holders named therein and certain other parties named therein (the “Sponsor Support Agreement”), (iii) PIPE Subscription Agreements, and (iv) the Forward Purchase Contract.
We are registering the following shares of Class A Common Stock for resale:
• 8,221,199 shares of Class A Common Stock purchased by the Common PIPE Securityholders in a private placement in connection with the Business Combination;
• 17,146,968 shares of Class A Common Stock issuable upon conversion of the Preferred Stock purchased by certain investors in a private placement in connection with the Business Combination and received by an affiliate in connection with the Business Combination;
• 3,662,925 shares of Class A Common Stock purchased by Forward Purchase Investors pursuant to the Forward Purchase Contract in a private placement in connection with the Business Combination and 991,033 shares of Class A Common Stock held by certain Forward Purchase Investors;
• 4,061,519 shares of Class A Common Stock held by the Sponsor and one of its managing members;
• 68,427,093 shares of Class A Common Stock, 9,874,924 shares of Class A Common Stock issuable upon the settlement of restricted stock units, 5,931 shares of restricted Class A Common Stock that may be issuable to one of our officers upon forfeiture of certain shares of Class A Common Stock in accordance with the Business Combination Agreement, and 82,069,980 shares of Class A Common Stock issuable upon the conversion of shares of our Class B Common Stock, in each case held by certain of our affiliates; and
• 10,860,370 shares of Class A Common Stock issuable upon exercise of stock options held by certain of our affiliates.
Corporate Information
Isos was a blank check company incorporated under the name of “Isos Acquisition Corporation” on December 29, 2020 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. On December 15, 2021, Isos changed its name to “Bowlero Corp.” in connection with the closing of the Business Combination.
The Business Combination was accounted for as a reverse recapitalization in accordance with accounting principles generally accepted in the United States (“GAAP”). Isos, which was the legal acquirer, was treated as the “acquired” company for financial reporting purposes and Old Bowlero was considered the accounting acquirer.
Our principal executive office is located at 7313 Bell Creek Road, Mechanicsville, Virginia, 23111. Our telephone number is (804) 417-2000. Our website address is www.bowlero.com. Information contained on our website is not a part of this prospectus, and the inclusion of our website address in this prospectus is an inactive textual reference only.
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DESCRIPTION OF SECURITIES
The following summary of the material terms of our securities is not intended to be a complete summary of the rights and preferences of such securities. The descriptions below are qualified by reference to the actual text of our certificate of incorporation and bylaws. We urge you to read our certificate of incorporation and bylaws in their entirety for a complete description of the rights and preferences of our securities.
Authorized and Outstanding Capital Stock
Our certificate of incorporation authorizes the issuance of 2,400,000,000 shares of all classes of Bowlero’s capital stock, consisting of:
• 2,000,000,000 shares of Class A Common Stock, par value $0.0001 per share;
• 200,000,000 shares of Class B Common Stock, par value $0.0001 per share; and
• 200,000,000 shares of preferred stock, par value $0.0001 per share.
As of December 15, 2022, there were 109,863,743 issued and outstanding shares of Class A Common Stock, 55,911,203 issued and outstanding shares of Class B Common Stock and 200,000 issued and outstanding shares of Preferred Stock.
Common Stock
We have two classes of authorized common stock: Class A Common Stock and Class B Common Stock. Generally, Class B Common Stock can only be issued to, transferred to, and held by Thomas F. Shannon and Cobalt Recreation LLC (“TS”), or trusts or legal entities through which the right to vote the shares of Class B Common Stock held thereby is exercised exclusively by Thomas F. Shannon or TS (Thomas F. Shannon, TS and any such trust or legal entity, an “Eligible Holder”). Each outstanding share of Class B Common Stock will automatically convert into one share of Class A Common Stock upon the earliest to occur of: (i) Mr. Shannon ceasing to beneficially own at least 10% of Bowlero common stock, (ii) the death or disability of Mr. Shannon, (iii) Mr. Shannon being terminated for cause as the Chief Executive Officer of the Company and (iv) the 15th anniversary of the issuance of the Class B Common Stock.
Voting Rights
Class A Common Stock
Holders of Class A Common Stock are entitled to one (1) vote for each share of Class A Common Stock held of record by such holder on all matters voted upon by stockholders.
Class B Common Stock
Holders of Class B Common Stock are entitled to ten (10) votes for each share of Class B Common Stock held of record by such holder on all matters voted upon by stockholders.
Stockholder Votes
Holders of Bowlero common stock and preferred stock generally vote together as a single class on all matters submitted to a vote of Bowlero’s stockholders (including the election and removal of directors), unless otherwise provided in Bowlero’s certificate of incorporation or required by applicable law. Any action or matter submitted to a vote of Bowlero’s stockholders will be approved if the number of votes cast in favor of the action or matter exceeds the number of votes cast in opposition to the action or matter, except that Bowlero’s directors will be elected by a plurality of the votes cast. Holders of Class A Common Stock are not entitled to cumulate their votes in the election of Bowlero’s directors.
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Delaware law could require holders of a class of Bowlero’s capital stock to vote separately as a class on any proposed amendment of Bowlero’s certificate of corporation if the amendment would increase or decrease the par value of the shares of that class or would alter or change the powers, preferences or special rights of the shares of that class in a manner that affects them adversely.
Stockholder Action by Written Consent
The certificate of incorporation provides that any action required or permitted to be taken at any annual or special meeting of stockholders of the Company may be taken without a meeting if a consent in writing, signed by the holders of the outstanding stock having not less than the minimum number of votes that would be necessary to authorize such action, is delivered to the Company as described in the certificate of incorporation. This right will endure until the first time in which the issued and outstanding shares of Class B Common Stock represent less than 50% of the total voting power of Bowlero’s outstanding capital stock entitled to vote in the election of directors at an annual meeting of stockholders (the “Voting Threshold Time”).
Special Meetings of Stockholders
The certificate of incorporation provides that, except as otherwise required by applicable law, special meetings of Bowlero’s stockholders may be called by our board of directors, the Chairperson of our board of directors, Bowlero’s Chief Executive Officer or President, or, until the Voting Threshold Time, the holders of shares representing a majority of the voting power of all of the outstanding shares of capital stock of Bowlero.
Economic Rights
Except as otherwise expressly provided in Bowlero’s certificate of incorporation or required by applicable law, shares of each class of Bowlero common stock has the same rights, powers and preferences and rank equally, share ratably and be identical in all respects as to all matters, including the following:
Dividends and Distributions; Rights upon Liquidation
Subject to the rights of holders of any outstanding series of Preferred Stock, the holders of shares of each class of Bowlero common stock are entitled to receive ratably, on a per share basis, any dividend or distribution (including upon the liquidation, dissolution or winding up of Bowlero) paid by Bowlero, except that, if a dividend or distribution is paid in the form of shares (or options, warrants or other rights to acquire shares) of Bowlero common stock, then holders of Class A Common Stock will receive shares (or options, warrants or other rights to acquire shares) of Class A Common Stock and holders of Class B Common Stock will receive shares (or options, warrants or other rights to acquire shares) of Class B Common Stock.
Subdivisions, Combinations and Reclassifications
If Bowlero subdivides or combines any class of Bowlero common stock with any other class of Bowlero common stock, subject to the rights of holders of any outstanding series of Preferred Stock, then each class of Bowlero common stock must be subdivided or combined in the same proportion and manner.
Conversion
Optional Conversion
Holders of Class B Common Stock will have the right to convert shares of their Class B Common Stock into fully paid and non-assessable shares of Class A Common Stock, on a one-to-one basis, at the option of the holder at any time.
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Automatic Conversion
Generally, shares of Class B Common Stock will convert automatically into Class A Common Stock upon (i) Thomas F. Shannon ceasing to beneficially own, at least 10% of the number of shares of Bowlero common stock outstanding at such time; (ii) the death or disability of Thomas F. Shannon; (iii) the employment of Thomas F. Shannon as the Chief Executive of Bowlero being terminated for cause; and (iv) the 15th anniversary of the effective time of the Business Combination.
Conversion Policies and Procedures
Bowlero may establish from time to time certain restrictions, policies and procedures relating to the general administration of its multi-class structure and the conversion of Class B Common Stock to Class A Common Stock.
Registration Rights
Certain stockholders are party to the Registration Rights Agreement with Bowlero that grants such stockholders the right to require, subject to certain conditions and limitations, that Bowlero register for resale securities held by such stockholders and certain “piggyback” registration rights with respect to registrations initiated by Bowlero. PIPE Investors also hold registration rights pursuant to the PIPE Subscription Agreements. The registration of shares of Class A Common Stock pursuant to the exercise of the registration rights would enable the applicable Bowlero stockholders to resell such shares without restriction under the Securities Act when the applicable registration statement is declared effective. Bowlero will bear the expenses incurred in connection with the filing of any registration statements pursuant to the registration rights agreement.
Other Rights
Bowlero’s certificate of incorporation and bylaws do not provide for any preemptive or subscription rights with respect to Bowlero common stock, and there are no redemption or sinking fund provisions applicable to Bowlero common stock. All the shares of Bowlero Common Stock outstanding immediately after the completion of the Business Combination have been validly issued, fully paid and non-assessable.
Preferred Stock
Bowlero’s certificate of incorporation authorizes our board of directors, to the fullest extent permitted by applicable law, to issue up to an aggregate of 200,000,000 shares of preferred stock in one or more series from time to time by resolution, without further action by Bowlero’s stockholders, and to fix the powers (which may include full, limited or no voting power), designations, preferences and relative, participating, optional or other special rights, if any, of the shares of each such series (which rights may be greater than the rights of any or all of the classes of Bowlero common stock) and any qualifications, limitations or restrictions thereto. The issuance of additional shares of Preferred Stock could adversely affect the voting power of holders of our Class A Common Stock and the likelihood that such holders will receive dividend payments or payments upon liquidation. In addition, the issuance of Preferred Stock could have the effect of delaying, deterring or preventing a change of control or other corporate action.
Bowlero issued Preferred PIPE Shares in the Preferred PIPE Offering and 105,000 shares of Preferred Stock to Atairos in exchange for certain shares of Old Bowlero Common Stock in connection with the closing of the Business Combination.
Dividends
Holders of the Preferred Stock are entitled to receive, when, as and if declared by our board of directors, out of funds legally available for such dividends, cumulative cash dividends at an annual rate of 5.5% on the stated amount per share plus the amount of any accrued and unpaid dividends on such share, accumulating on a daily basis and payable semi-annually on June 30 and December 31, respectively, in each year. Such a dividend will accumulate, whether or not declared. Any dividends not paid in cash will be added to the liquidation value of the Preferred Stock.
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Holders of the Preferred Stock are also entitled to such dividends paid to holders of Bowlero common stock to the same extent as if such holders of Preferred Stock had converted their shares of Preferred Stock into Bowlero common stock (without regard to any limitations on conversions) and had held such shares of Bowlero common stock on the record date for such dividends and distributions. Such payments will be made concurrently with the dividend or distribution to the holders of the Bowlero common stock.
Voting Rights
Holders of the Preferred Stock are entitled to vote together as a single class with the holders of Bowlero common stock, with each such holder entitled to cast the number of votes equal to the number of votes such holder would have been entitled to cast if such holder were the holder of a number of shares of Bowlero common stock equal to the whole number of shares of Bowlero common stock that would be issuable upon conversion of such holder’s shares of Preferred Stock.
So long as any shares of Preferred Stock are outstanding, a vote or the consent of at least two holders not affiliated with each other, representing a majority of the Preferred Stock will be required for (i) effecting or validating any amendment, modification or alteration to the certificate of incorporation that would authorize or create, or increase the authorized amount of, any shares of any class or series or any securities convertible into shares of any class or series of capital stock that would rank senior or pari passu to the Preferred Stock with respect to dividend payments or upon the occurrence of a liquidation, (ii) effecting or validating any amendment, alteration or repeal or change to the rights, preferences, or privileges of the Preferred Stock, (iii) effecting or validating any amendment, alteration or repeal of any provision of the certificate of incorporation or the bylaws that would have an adverse effect on the rights, preferences, privileges or voting power of Preferred Stock or the holders thereof in any material respect, or (iv) any action or inaction that would constitute a Fundamental Change (as defined in the Certificate of Designations), with certain exceptions.
Liquidation
Upon liquidation, Preferred Stock will rank senior to the Bowlero common stock, and will have the right to be paid, out of the assets of the Company legally available for distribution to its stockholders, an amount equal to the Liquidation Preference (as defined in the Certificate of Designations) per share of Preferred Stock.
Other Rights
Bowlero will have a right to effect a mandatory conversion of Preferred Stock after the second anniversary of the issuance date if the last reported price per share of the Bowlero common stock exceeds 130% of the conversion price on each of at least 20 trading days during a 30-day consecutive trading days period.
Election, Appointment and Removal of Directors
At all meetings of stockholders for the election of directors, each director shall be elected by a plurality of the votes cast with respect to the director.
The certificate of incorporation provides that subject to the Stockholders Agreement, and the special rights of the holders of one or more outstanding series of Preferred Stock to elect directors, the board of directors or any individual director may be removed from office at any time, with or without cause, but only by the affirmative vote of the holders of at least two-thirds (66 and 2/3%) of the voting power of all of the then-outstanding shares of capital stock of the Company entitled to vote generally in an election of directors.
The certificate of incorporation provides that vacant directorships, including vacancies resulting from any increase in the total number of directors constituting the board of directors, may be filled only by the affirmative vote of a majority of the directors comprising the board of directors then in office.
Committees of the Board of Directors
The board of directors has established and will maintain an audit committee, a nominating and corporate governance committee and a compensation committee, and may establish such other committees as it determines from time to time.
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Anti-Takeover Effects of the Certificate of Incorporation and the Bylaws
The certificate of incorporation and bylaws contain certain provisions that may delay, discourage or impede efforts by another person or entity to acquire control of Bowlero. We believe that these provisions, which are summarized below, will discourage coercive takeover practices or inadequate takeover bids. These provisions are also designed to encourage persons or entities seeking to acquire control of us to first negotiate with the board of directors, which we believe may result in improvement of the terms of any such acquisition in favor of Bowlero’s stockholders. However, these provisions also give the board of directors the power to discourage acquisitions that some stockholders may favor.
Authorized but Unissued Capital Stock
The authorized but unissued shares of our common stock and our preferred stock will be available for future issuance without stockholder approval, subject to any limitations imposed by the listing standards of the securities exchange on which Bowlero’s equity securities are then listed for trading. These additional shares of capital stock may be used for a variety of corporate purposes, including growth acquisitions, corporate finance transactions, and issuances under our equity incentive plan and employer stock purchase plan. The existence of authorized but unissued and unreserved capital stock could discourage or impede an attempt to obtain control of Bowlero by means of a proxy contest, tender offer, merger, or otherwise.
Amendment of Certificate of Incorporation or Bylaws
The DGCL generally provides that the affirmative vote of a majority of the outstanding shares entitled to vote on amendments to a corporation’s certificate of incorporation or bylaws is required to approve such amendment, unless a corporation’s certificate of incorporation or bylaws, as applicable, imposes a higher voting standard.
Our certificate of incorporation provides that certain provisions thereof may be adopted, amended, altered or repealed only upon the affirmative vote of the holders of at least two-thirds of the voting power of all of the outstanding shares of capital stock of Bowlero. Such provisions include those relating to (i) the multi-class structure of Bowlero’s common stock, (ii) the board of directors (including their election, appointment and removal), (iii) meetings of stockholders, (iv) indemnification of directors and liability of directors, (v) Bowlero’s waiver of the corporate opportunity doctrine, (vi) forum selection, (vii) election not to be governed by Section 203 of the DGCL and (viii) amendment provision.
Our bylaws provide that the bylaws may be adopted, amended, altered or repealed by the board of directors or by the affirmative vote of the holders of at least two-thirds of the voting power of all of the outstanding shares of capital stock of Bowlero.
These provisions may have the effect of deterring hostile takeovers or delaying or preventing changes of control of Bowlero or its management such as a merger, reorganization or tender offer. These provisions are intended to enhance the likelihood of continued stability in the composition of the board of directors and its policies and to discourage certain types of transactions that may involve an actual or threatened acquisition of Bowlero and to reduce Bowlero’s vulnerability to an unsolicited acquisition proposal. These provisions are also intended to discourage certain tactics that may be used in proxy fights. However, such provisions could have the effect of discouraging others from making tender offers for Bowlero’s shares and, as a consequence, may inhibit fluctuations in the market price of Bowlero’s shares that could result from actual or rumored takeover attempts. Such provisions may also have the effect of preventing changes in management.
Multi-Class Structure
As described above, the certificate of incorporation provides for a multi-class stock structure, which will give Bowlero’s founder and Chief Executive Officer and certain of his affiliated entities and trusts, for so long as they continue to collectively beneficially own shares representing a majority of the voting power of all of the outstanding shares of capital stock of Bowlero, significant influence over all matters requiring stockholder approval, including the election of Bowlero’s directors and significant corporate transactions, such as a merger or other sale of Bowlero or all or substantially all of its assets.
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Special Meetings of Stockholders, Action by Written Consent, and Advance Notice Requirements for Stockholder Proposals
Special Meetings of Stockholders
The certificate of incorporation provides that, except as otherwise required by applicable law, special meetings of Bowlero’s stockholders may be called by our board of directors, the Chairperson of our board of directors, Bowlero’s Chief Executive Officer or President, or, until the Voting Threshold Time, the holders of shares representing a majority of the voting power of all of the outstanding shares of capital stock of Bowlero.
Stockholder Action by Written Consent
The certificate of incorporation provides that any action required or permitted to be taken at any annual or special meeting of stockholders of the Company may be taken without a meeting if a consent in writing, signed by the holders of the outstanding stock having not less than the minimum number of votes that would be necessary to authorize such action, is delivered to the Company as described in the certificate of incorporation. This right will endure until the Voting Threshold Time.
Advance Notice Requirement for Stockholder Proposals and Director Nominations
The bylaws establish an advance notice procedure for stockholder proposals to be brought before an annual meeting of stockholders, including proposed nominations of candidates for election to the board of directors. In order for any matter to be “properly brought” before a meeting (and thereby considered or acted upon at such meeting), a stockholder will have to comply with certain advance notice requirements and provide Bowlero with certain information. Stockholders at an annual meeting will only be permitted to consider proposals or nominations specified in the notice of meeting or brought before the meeting by or at the direction of the board of directors or by a stockholder of record on the record date for the meeting who is entitled to vote at the meeting and has delivered a timely notice, in the form and manner specified in the bylaws, of such stockholder’s intention to bring such business before the meeting. These provisions might preclude Bowlero’s stockholders from bringing matters before our annual meeting of stockholders or from nominating candidates for election to the board of directors, or might discourage or impede an attempt by a potential acquirer of Bowlero to conduct a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise obtain control of Bowlero.
Business Combinations
Bowlero has elected not to be subject to Section 203 of the DGCL. Under Section 203 of the DGCL, a corporation will not be permitted to engage in a business combination with any interested stockholder for a period of three years following the time that such interested stockholder became an interested stockholder, unless:
• prior to such time, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder,
• upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned (i) by persons who are directors and also officers and (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer, or
• at or subsequent to such time the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66⅔% of the outstanding voting stock which is not owned by the interested stockholder.
18
Table of Contents
Generally, a “business combination” includes a merger, asset or stock sale or other transaction resulting in a financial benefit to the interested stockholder. Subject to certain exceptions, an “interested stockholder” is a person who, together with that person’s affiliates and associates, owns, or within the previous three years owned, 15% or more of Bowlero’s outstanding voting stock. For purposes of this section only, “voting stock” has the meaning given to it in Section 203 of the DGCL.
Because Bowlero has opted out of Section 203 of the DGCL in the certificate of incorporation, Section 203 of the DGCL will not apply to Bowlero. However, the certificate of incorporation includes a provision containing substantially similar restrictions as Section 203 of the DGCL, except that (i) TS and Atairos, (ii) each of their respective affiliates and successors and (iii) any “group,” and any member of any such group, to which any such persons described in clauses (i) or (ii) are a party under Rule 13d-5 of the Exchange Act will not be “interested stockholders.”
Exclusive Forum
The certificate of incorporation provides that, unless Bowlero otherwise consents in writing, the Chancery Court (or, in the event that the Chancery Court does not have jurisdiction, another court of the State of Delaware or, if no court of the State of Delaware has jurisdiction, then the United States District Court for the District of Delaware) will be the sole and exclusive forum for resolution of (a) any derivative action or proceeding brought on behalf of Bowlero, (b) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, employee, agent or stockholder of Bowlero to Bowlero or any of Bowlero’s stockholders, (c) any action asserting a claim arising pursuant to any provision of the DGCL, the certificate of incorporation or the bylaws or (d) any action asserting a claim governed by the “internal affairs doctrine.”
The certificate of incorporation’s exclusive forum provisions do not apply to claims arising under the Securities Act, the Exchange Act, or any other claim for which the federal courts have exclusive jurisdiction.
Limitations on Liability and Indemnification of Officers and Directors
The DGCL authorizes corporations to limit or eliminate the personal liability of directors and stockholders of corporations for monetary damages for breaches of directors’ fiduciary duties, subject to certain exceptions. The Proposed Certificate of Incorporation includes a provision that eliminates, to the fullest extent permitted by the DGCL (as currently in effect or as it may in the future be amended), the personal liability of Bowlero’s directors for damages for any breach of fiduciary duty as a director.
The certificate of incorporation and the bylaws provide that, to the fullest extent permitted by the DGCL (as currently in effect or as it may in the future be amended), Bowlero must indemnify and hold harmless and advance expenses to any of its directors and officers who is involved in any action, suit or proceeding by reason of the fact that he or she is or was a director or officer of Bowlero or, while serving as a director or officer of Bowlero, is or was serving at the request of Bowlero as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity. Bowlero also is authorized to carry directors’ and officers’ liability insurance providing indemnification for Bowlero’s directors, officers, and certain employees for some liabilities. Bowlero believes that these indemnification and advancement provisions and insurance are useful to attract and retain qualified directors and executive officers.
The limitation of liability, advancement and indemnification provisions in the certificate of incorporation and the bylaws may discourage stockholders from bringing lawsuits against Bowlero’s directors for breach of their fiduciary duties. These provisions also may have the effect of reducing the likelihood of derivative litigation against Bowlero’s directors and officers, even though such an action, if successful, might otherwise benefit Bowlero and its stockholders. In addition, your investment in Bowlero may be adversely affected to the extent that Bowlero pays the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.
There is currently no pending material litigation or proceeding involving any of Bowlero’s directors, officers, or employees for which indemnification is sought.
19
Table of Contents
Corporate Opportunities
The certificate of incorporation provides for the renouncement by Bowlero of any interest or expectancy of Bowlero in, or being offered an opportunity to participate, in any matter, transaction, or interest that is presented to, or acquired, created, or developed by, or which otherwise comes into the possession of, any director of Bowlero who is also a director, officer, principal, partner, member, manager, employee, agent and/or other representative of Atairos and its related parties, unless such matter, transaction, or interest is presented to, or acquired, created, or developed by, or otherwise comes into the possession of, that director first in that director’s capacity as a director of Bowlero.
Dissenters’ Rights of Appraisal and Payment
Under the DGCL, with certain exceptions, Bowlero’s stockholders will have appraisal rights in connection with a merger or consolidation of Bowlero. Pursuant to the DGCL, stockholders who properly demand and perfect appraisal rights in connection with such merger or consolidation will have the right to receive payment of the fair value of their shares as determined by the Delaware Court of Chancery.
Stockholders’ Derivative Actions
Under the DGCL, any of Bowlero’s stockholders may bring an action in Bowlero’s name to procure a judgment in Bowlero’s favor, also known as a derivative action, provided that the stockholder bringing the action is a holder of Bowlero’s shares at the time of the transaction to which the action relates or such stockholder’s stock thereafter devolved by operation of law.
Transfer Agent
Continental Stock Transfer & Trust Company is the transfer agent for Class A Common Stock.
Listing of Class A Common Stock
Class A Common Stock are listed on the NYSE under the symbol “BOWL.”
20
Table of Contents
SELLING SECURITYHOLDERS
This prospectus relates to the resale from time to time of up to an aggregate of 205,321,942 shares of our Class A Common Stock, (including shares that be issued upon conversion of shares of Class B Common Stock, shares that may be issued upon conversion of Preferred Stock, shares that may be issued upon exercise of stock options and shares that may be issued upon settlement of restricted stock units). The Selling Securityholders may offer, sell or distribute all or a portion of the shares of Class A Common Stock registered hereby publicly or through private transactions at prevailing market prices or at negotiated prices. When we refer to the “Selling Securityholders” in this prospectus, we mean the persons listed in the table below, and their permitted pledgees, donees, transferees, or other successors in interest who later come to hold any of the shares of our Class A Common Stock covered by this prospectus.
The following table is prepared based on information provided to us by the Selling Securityholders and sets forth, as of December 15, 2022, the names of the Selling Securityholders, the aggregate number of shares of Class A Common Stock held by the Selling Securityholders immediately prior to the sale of any shares under this prospectus, the number of shares of our Class A Common Stock that may be sold by each Selling Securityholder under this prospectus and the number of shares of our Class A Common Stock that each Selling Securityholder will beneficially own after this offering. The ownership percentages are based on a total of 109,863,743 shares of our Class A Common Stock outstanding as of December 15, 2022. For purposes of the table below, we have assumed that (i) after termination of this offering none of the shares of Class A Common Stock covered by this prospectus will be beneficially owned by the Selling Securityholders, (ii) the Selling Securityholders will not acquire beneficial ownership of any additional securities during the offering and (iii) the Selling Securityholders have not sold, transferred or otherwise disposed of, our securities in transactions exempt from the registration requirements of the Securities Act. In calculating percentages of shares of Class A Common Stock owned by a particular Selling Securityholder, we treated as outstanding the number of shares of our Class A Common Stock issuable upon exercise of that particular Selling Securityholder’s stock options, restricted stock units, shares of Preferred Stock and Class B Common Stock if any, and did not assume the exercise of any other Selling Securityholders’ securities.
We cannot advise you as to whether the Selling Securityholders will in fact sell any or all of such shares of our Class A Common Stock covered by this prospectus. In addition, the Selling Securityholders may sell, transfer or otherwise dispose of, at any time and from time to time, the shares of Class A Common Stock covered by this prospectus in transactions exempt from the registration requirements of the Securities Act after the date of this prospectus. See the section entitled “Plan of Distribution.”
We have determined beneficial ownership in accordance with the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. In addition, the beneficial ownership information below includes shares that are subject to vesting and forfeiture and shares that may be issued pursuant to restricted stock units that are subject to vesting and forfeiture. Except as described in the footnotes below and subject to applicable community property laws and similar laws, the Company believes that each person or entity listed below has sole voting and investment power with respect to such shares of the Bowlero Common Stock. Unless otherwise noted, the address of each beneficial owner is c/o Bowlero Corp., 7313 Bell Creek Road, Mechanicsville, Virginia 23111.
21
Table of Contents
The Selling Securityholders named below and their permitted pledgees, donees, transferees or other successors may from time to time offer the shares of our Class A Common Stock covered by this prospectus:
|
|
|
Shares Beneficially
Owned Before
the Offering
|
|
Shares to be
sold in
the Offering
|
|
Beneficial
Ownership After
the Offering
|
| |
|
Number
|
|
%
|
|
Number
|
|
%
|
|
Number
|
|
%
|
|
A-B Parent LLC(1)(47)
|
|
82,383,968
|
|
59.4
|
%
|
|
82,325,432
|
|
59.4
|
%
|
|
58,536
|
|
*
|
|
|
Antara Capital Total Return SPAC(2)(47)
|
|
429,749
|
|
*
|
|
|
429,749
|
|
*
|
|
|
—
|
|
—
|
|
|
Apollo Atlas Master Fund, LLC(3)(4)
|
|
574,538
|
|
*
|
|
|
574,538
|
|
*
|
|
|
—
|
|
—
|
|
|
Apollo Credit Strategies Master Fund Ltd.(3)(5)
|
|
3,611,017
|
|
3.3
|
%
|
|
3,611,017
|
|
3.3
|
%
|
|
—
|
|
—
|
|
|
Apollo PPF Credit Strategies, LLC(3)(6)
|
|
468,403
|
|
*
|
|
|
468,403
|
|
*
|
|
|
—
|
|
—
|
|
|
George Barrios(7)
|
|
71,000
|
|
*
|
|
|
50,000
|
|
*
|
|
|
21,000
|
|
*
|
|
|
Big River Group Fund SPC LLC(8)(9)(46)
|
|
39,537
|
|
*
|
|
|
39,537
|
|
*
|
|
|
—
|
|
—
|
|
|
Brigade Cavalry Fund Ltd(8)(10)(46)
|
|
135,392
|
|
*
|
|
|
135,392
|
|
*
|
|
|
—
|
|
—
|
|
|
Brigade Collective Investment Trust – Brigade Diversified Credit CIT(8)(11)(48)
|
|
42,974
|
|
*
|
|
|
42,974
|
|
*
|
|
|
—
|
|
—
|
|
|
Brigade Credit Fund II Ltd.(8)(12)(46)
|
|
1,269,793
|
|
1.2
|
%
|
|
1,269,793
|
|
1.2
|
%
|
|
—
|
|
—
|
|
|
Brigade High Yield Fund Ltd.(8)(13)(46)
|
|
239,813
|
|
*
|
|
|
239,813
|
|
*
|
|
|
—
|
|
—
|
|
|
Brigade Leveraged Capital Structures
Fund Ltd.(8)(14)(46)
|
|
667,854
|
|
*
|
|
|
667,854
|
|
*
|
|
|
—
|
|
—
|
|
|
Brigade Tactical Opportunities Fund LP(8)(15)(46)
|
|
533,748
|
|
*
|
|
|
533,748
|
|
*
|
|
|
—
|
|
—
|
|
|
Brigade-SierraBravo Fund LP(8)(16)(46)
|
|
196,257
|
|
*
|
|
|
196,257
|
|
*
|
|
|
—
|
|
—
|
|
|
Centrica Combined Common Investment
Fund(8)(17)(46)
|
|
122,135
|
|
*
|
|
|
122,135
|
|
*
|
|
|
—
|
|
—
|
|
|
City of Phoenix Employees’ Retirement
Plan(8)(18)(46)
|
|
22,348
|
|
*
|
|
|
22,348
|
|
*
|
|
|
—
|
|
—
|
|
|
Cobalt Recreation LLC(19)
|
|
62,287,531
|
|
36.2
|
%
|
|
62,287,531
|
|
36.2
|
%
|
|
—
|
|
—
|
|
|
CVI Investments, Inc.(20)(46)
|
|
214,874
|
|
*
|
|
|
214,874
|
|
*
|
|
|
—
|
|
—
|
|
|
Delta Master Trust(8)(21)(46)
|
|
59,563
|
|
*
|
|
|
59,563
|
|
*
|
|
|
—
|
|
—
|
|
|
FCA Canada Inc. Elected Master Trust(8)(22)(46)
|
|
12,894
|
|
*
|
|
|
12,894
|
|
*
|
|
|
—
|
|
—
|
|
|
FedEx Corporation Employees’ Pension
Trust(8)(23)(46)
|
|
183,073
|
|
*
|
|
|
183,073
|
|
*
|
|
|
—
|
|
—
|
|
|
Future Directions Credit Opportunities
Fund(8)(24)(46)
|
|
103,999
|
|
*
|
|
|
103,999
|
|
*
|
|
|
—
|
|
—
|
|
|
Isos Acquisition Sponsor LLC(25)
|
|
4,061,419
|
|
3.7
|
%
|
|
4,061,419
|
|
3.7
|
%
|
|
—
|
|
—
|
|
|
JPMorgan Chase Retirement Plan
Brigade(8)(26)(46)
|
|
24,065
|
|
*
|
|
|
24,065
|
|
*
|
|
|
—
|
|
—
|
|
|
LionTree Partners LLC(27)
|
|
754,905
|
|
*
|
|
|
421,131
|
|
*
|
|
|
333,774
|
|
*
|
|
|
Los Angeles County Employees Retirement Association(8)(28)(46)
|
|
188,229
|
|
*
|
|
|
188,229
|
|
*
|
|
|
—
|
|
—
|
|
|
Mediolanum Best Brands(8)(29)(46)
|
|
207,139
|
|
*
|
|
|
207,139
|
|
*
|
|
|
—
|
|
—
|
|
|
Northrop Grumman Pension Master
Trust(8)(30)(46)
|
|
28,364
|
|
*
|
|
|
28,364
|
|
*
|
|
|
—
|
|
—
|
|
|
Palindrome Master Fund LP(31)
|
|
2,488,241
|
|
2.3
|
%
|
|
1,955,800
|
|
1.8
|
%
|
|
532,441
|
|
*
|
|
|
Panther BCM LLC(8)(32)(46)
|
|
563,377
|
|
*
|
|
|
563,377
|
|
*
|
|
|
—
|
|
—
|
|
|
Brett Parker(33)
|
|
6,448,353
|
|
5.7
|
%
|
|
6,265,225
|
|
5.5
|
%
|
|
183,128
|
|
*
|
|
|
Quantum Partners LP(34)
|
|
5,666,062
|
|
5.2
|
%
|
|
4,544,200
|
|
4.1
|
%
|
|
1,121,862
|
|
1.0
|
%
|
|
SAS Trustee Corporation(8)(35)(46)
|
|
142,676
|
|
*
|
|
|
142,676
|
|
*
|
|
|
—
|
|
—
|
|
|
SC CREDIT OPPORTUNITIES MANDATE, LLC(8)(36)(46)
|
|
96,264
|
|
*
|
|
|
96,264
|
|
*
|
|
|
—
|
|
—
|
|
|
SEI Global Master Fund Plc the SEI High Yield Fixed Income Fund(8)(37)(46)
|
|
68,759
|
|
*
|
|
|
68,759
|
|
*
|
|
|
—
|
|
—
|
|
22
Table of Contents
|
|
|
Shares Beneficially
Owned Before the
Offering
|
|
Shares to be
sold in
the Offering
|
|
Beneficial
Ownership After
the Offering
|
| |
|
Number
|
|
%
|
|
Number
|
|
%
|
|
Number
|
|
%
|
|
SEI Institutional Investments Trust-High Yield Bond Fund(8)(38)(46)
|
|
166,742
|
|
*
|
|
|
166,742
|
|
*
|
|
|
—
|
|
—
|
|
SEI Institutional Managed Trust – Multi-Strategy Alternative Fund(8)(39)(46)
|
|
24,925
|
|
*
|
|
|
24,925
|
|
*
|
|
|
—
|
|
—
|
|
SEI Institutional Managed Trust-High Yield Bond Fund(8)(40)(46)
|
|
95,404
|
|
*
|
|
|
95,404
|
|
*
|
|
|
—
|
|
—
|
|
Senator Global Opportunity Master
Fund L.P.(41)(46)
|
|
3,363,617
|
|
3.0
|
%
|
|
3,363,617
|
|
3.0
|
%
|
|
—
|
|
—
|
|
Thomas Shannon(19)
|
|
91,251,230
|
|
45.4
|
%
|
|
91,251,230
|
|
45.4
|
%
|
|
—
|
|
—
|
|
TCorpIM High Yield Fund(8)(42)(46)
|
|
299,965
|
|
*
|
|
|
299,965
|
|
*
|
|
|
—
|
|
—
|
|
The Coca-Cola Company Master Retirement Trust(8)(43)(46)
|
|
168,977
|
|
*
|
|
|
168,977
|
|
*
|
|
|
—
|
|
—
|
|
U.S. High Yield Bond Fund
(C/O Brigade)(8)(44)(46)
|
|
30,942
|
|
*
|
|
|
30,942
|
|
*
|
|
|
—
|
|
—
|
|
Michelle Wilson(45)
|
|
79,368
|
|
*
|
|
|
50,100
|
|
*
|
|
|
29,268
|
|
*
|
23
Table of Contents
24
Table of Contents
25
Table of Contents
26
Table of Contents
PLAN OF DISTRIBUTION
We are registering the resale by the Selling Securityholders or their permitted transferees of up to 205,321,942 shares of our Class A Common Stock.
The Selling Securityholders may offer and sell, from time to time, their respective shares of Class A Common Stock covered by this prospectus. The Selling Securityholders will act independently of us in making decisions with respect to the timing, manner and size of each sale. Such sales may be made on one or more exchanges or in the over-the-counter market or otherwise, at prices and under terms then prevailing or at prices related to the then current market price or in negotiated transactions. The Selling Securityholders may sell their securities by one or more of, or a combination of, the following methods:
• on the NYSE, in the over-the-counter market or on any other national securities exchange on which our securities are listed or traded;
• in privately negotiated transactions;
• in underwritten transactions;
• in a block trade in which a broker-dealer will attempt to sell the offered securities as agent but may purchase and resell a portion of the block as principal to facilitate the transaction;
• through purchases by a broker-dealer as principal and resale by the broker-dealer for its account pursuant to this prospectus;
• in ordinary brokerage transactions and transactions in which the broker solicits purchasers;
• through the writing of options (including put or call options), whether the options are listed on an options exchange or otherwise;
• through the distribution of the securities by any Selling Securityholder to its partners, members, stockholders or other equityholders, to the extent that such transaction constitutes a sale under this prospectus;
• in short sales entered into after the effective date of the registration statement of which this prospectus is a part;
• by pledge to secured debts and other obligations;
• to or through underwriters or agents;
• “at the market” or through market makers or into an existing market for the securities; or
• any other method permitted pursuant to applicable law.
The Selling Securityholders may sell the securities at prices then prevailing, related to the then prevailing market price or at negotiated prices. The offering price of the securities from time to time will be determined by the Selling Securityholders and, at the time of the determination, may be higher or lower than the market price of our securities on the NYSE or any other exchange or market.
The Selling Securityholders may also sell our securities short and deliver the securities to close out their short positions or loan or pledge the securities to broker-dealers that in turn may sell the securities. The shares may be sold directly or through broker-dealers acting as principal or agent or pursuant to a distribution by one or more underwriters on a firm commitment or best-efforts basis. The Selling Securityholders may also enter into hedging transactions with broker-dealers. In connection with such transactions, broker-dealers of other financial institutions may engage in short sales of our securities in the course of hedging the positions they assume with the Selling Securityholders. The Selling Securityholders may also enter into options or other transactions with broker-dealers or other financial institutions, which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). In connection with an underwritten offering, underwriters or agents may receive compensation in the form of discounts, concessions
27
Table of Contents
or commissions from the Selling Securityholders or from purchasers of the offered securities for whom they may act as agents. In addition, underwriters may sell the securities to or through dealers, and those dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents. The Selling Securityholders and any underwriters, dealers or agents participating in a distribution of the securities may be deemed to be “underwriters” within the meaning of the Securities Act, and any profit on the sale of the securities by the Selling Securityholders and any commissions received by broker-dealers may be deemed to be underwriting commissions under the Securities Act.
In order to comply with the securities laws of certain states, if applicable, the securities must be sold in such jurisdictions only through registered or licensed brokers or dealers. In addition, in certain states the securities may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.
The Selling Securityholders are subject to the applicable provisions of the Exchange Act and the rules and regulations under the Exchange Act, including Regulation M. This regulation may limit the timing of purchases and sales of any of the securities offered in this prospectus by the Selling Securityholders. The anti-manipulation rules under the Exchange Act may apply to sales of the securities in the market and to the activities of the Selling Securityholders and their affiliates. Furthermore, Regulation M may restrict the ability of any person engaged in the distribution of the securities to engage in market-making activities for the particular securities being distributed for a period of up to five business days before the distribution. The restrictions may affect the marketability of the securities and the ability of any person or entity to engage in market-making activities for the securities.
At the time a particular offer of securities is made, if required, a prospectus supplement will be distributed that will set forth the number of securities being offered and the terms of the offering, including the name of any underwriter, dealer or agent, the purchase price paid by any underwriter, any discount, commission and other item constituting compensation, any discount, commission or concession allowed or reallowed or paid to any dealer, and the proposed selling price to the public.
To the extent required, this prospectus may be amended and/or supplemented from time to time to describe a specific plan of distribution. Instead of selling the securities under this prospectus, the Selling Securityholders may sell the securities in compliance with the provisions of Rule 144 under the Securities Act, if available, or pursuant to other available exemptions from the registration requirements of the Securities Act.
28
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LEGAL MATTERS
Certain legal matters relating to the validity of the Class A Common Stock offered by this prospectus will be passed upon for us by Paul, Weiss, Rifkind, Wharton & Garrison LLP.
EXPERTS
The consolidated financial statements of Bowlero Corp. and subsidiaries as of July 3, 2022 and June 27, 2021, and for each of the fiscal years then ended, have been incorporated by reference herein in reliance upon the report of KPMG LLP (“KPMG”), independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the securities offered by this prospectus. This prospectus, which forms a part of such registration statement, does not contain all of the information included in the registration statement. For further information pertaining to us and our securities, you should refer to the registration statement and to its exhibits. The registration statement has been filed electronically and may be obtained in any manner listed below. Whenever we make reference in this prospectus to any of our contracts, agreements or other documents, the references are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement or a report we file under the Exchange Act, you should refer to the copy of the contract or document that has been filed. Each statement in this prospectus relating to a contract or document filed as an exhibit to a registration statement or report is qualified in all respects by the filed exhibit.
We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s website at www.sec.gov and on our website at ir.bowlerocorp.com. The information found on, or that can be accessed from or that is hyperlinked to, our website is not part of this prospectus. You may inspect a copy of the registration statement through the SEC’s website, as provided herein.
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INCORPORATION OF DOCUMENTS BY REFERENCE
We are “incorporating by reference” in this prospectus certain documents we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information in the documents incorporated by reference is considered to be part of this prospectus. Statements contained in documents that we file with the SEC and that are incorporated by reference in this prospectus will automatically update and supersede information contained in this prospectus, including information in previously filed documents or reports that have been incorporated by reference in this prospectus, to the extent the new information differs from or is inconsistent with the old information. We have filed or may file the following documents with the SEC and they are incorporated herein by reference as of their respective dates of filing.
• Our Annual Report on Form 10-K for the year ended July 3, 2022, as filed with the SEC on September 15, 2022, which includes the consolidated financial statements of Bowlero Corp. and subsidiaries as of July 3, 2022 and June 27, 2021, and for each of the fiscal years then ended;
• Our Quarterly Report on Form 10-Q for the quarter ended October 2, 2022, as filed with the SEC on November 16, 2022; and
• Our Current Reports on Form 8-K as filed with the SEC on September 15, 2022, October 27, 2022, December 14, 2022 and December 20, 2022.
All documents that we filed with the SEC pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act subsequent to the date of this registration statement and prior to the filing of a post-effective amendment to this registration statement that indicates that all securities offered under this prospectus have been sold, or that deregisters all securities then remaining unsold, will be deemed to be incorporated in this registration statement by reference and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated by reference in this prospectus shall be deemed modified, superseded or replaced for purposes of this prospectus to the extent that a statement contained in this prospectus, or in any subsequently filed document that also is deemed to be incorporated by reference in this prospectus, modifies, supersedes or replaces such statement. Any statement so modified, superseded or replaced shall not be deemed, except as so modified, superseded or replaced, to constitute a part of this prospectus. None of the information that we disclose under Items 2.02 or 7.01 of any Current Report on Form 8-K or any corresponding information, either furnished under Item 9.01 or included as an exhibit therein, that we may from time to time furnish to the SEC will be incorporated by reference into, or otherwise included in, this prospectus, except as otherwise expressly set forth in the relevant document. Subject to the foregoing, all information appearing in this prospectus is qualified in its entirety by the information appearing in the documents incorporated by reference.
You may request, orally or in writing, a copy of these documents, which will be provided to you at no cost (other than exhibits, unless such exhibits are specifically incorporate by reference), by contacting the Chief Legal Officer at c/o Bowlero Corp., 7313 Bell Creek Road, Mechanicsville, Virginia, 23111 or (804) 417-2000. Information about us is also available at our website at www.bowlero.com. The information in our website is not a part of this prospectus and is not incorporated by reference.
The SEC also maintains an Internet website that contains reports, proxy statements and other information about registrants, like us, that file electronically with the SEC. The address of that site is www.sec.gov.
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Bowlero Corp.
205,321,942 Shares of Class A Common Stock
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PROSPECTUS
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December 30, 2022
