ISOS Isos Acquisition Corporation

CUSIP No. 10258P102

(1) Represents the sum of (i) 63,425,788 shares of Class A common stock (the “Class A Common Stock”) held by A-B Parent LLC (“A-B Parent”) after giving effect to the Rule 144 Sale (as defined below) and (ii) 8,549,380 shares of Class A Common Stock issuable upon conversion of 105,000 shares of the Issuer’s Series A convertible preferred stock (the “Series A Preferred Stock”) held by A-B Parent, which is based on initial conversion rate of 76.9231 shares of Class A Common Stock per share of Series A Preferred Stock, subject to adjustment as provided in the Certificate of Designations of the Series A Preferred Stock filed with the Secretary of State of the State of Delaware on December 15, 2021, as amended (the “Preferred COD”).

(2) Percentage calculated on the basis of (i) 109,725,694 shares of Class A Common Stock issued and outstanding as of February 8, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission (the “SEC") on February 15, 2023 (the “Form 10-Q”), (ii) 8,549,380 shares of Class A Common Stock into which the 105,000 shares of Series A Preferred Stock held by A-B Parent can be converted, (iii) 4,908,234 shares of Class A Common Stock issued to A-B Parent on March 2, 2023 as additional consideration for the Business Combination (as defined below) and (iv) 4,908,234 shares of Class A Common Stock, into which the 4,908,234 shares of Class B Common Stock issued to Thomas F. Shannon on March 2, 2023 as additional consideration for the Business Combination (as defined below) can be converted.

CUSIP No. 10258P102

(1) Represents the sum of (i) 63,425,788 shares of Class A Common Stock held by A-B Parent after giving effect to the Rule 144 Sale (as defined below) and (ii) 8,549,380 shares of Class A Common Stock issuable upon conversion of 105,000 shares of Series A Preferred Stock held by A-B Parent, which is based on initial conversion rate of 76.9231 shares of Class A Common Stock per share of Series A Preferred Stock, subject to adjustment as provided in the Preferred COD.

(2) Percentage calculated on the basis of (i) 109,725,694 shares of Class A Common Stock issued and outstanding as of February 8, 2023 as reported in the Form 10-Q, (ii) 8,549,380 shares of Class A Common Stock into which the 105,000 shares of Series A Preferred Stock held by A-B Parent can be converted, (iii) 4,908,234 shares of Class A Common Stock issued to A-B Parent on March 2, 2023 as additional consideration for the Business Combination (as defined below) and (iv) 4,908,234 shares of Class A Common Stock, into which the 4,908,234 shares of Class B Common Stock issued to Thomas F. Shannon on March 2, 2023 as additional consideration for the Business Combination (as defined below) can be converted.

CUSIP No. 10258P102

(1) Represents the sum of (i) 63,425,788 shares of Class A Common Stock held by A-B Parent after giving effect to the Rule 144 Sale (as defined below) and (ii) 8,549,380 shares of Class A Common Stock issuable upon conversion of 105,000 shares of Series A Preferred Stock held by A-B Parent, which is based on initial conversion rate of 76.9231 shares of Class A Common Stock per share of Series A Preferred Stock, subject to adjustment as provided in the Preferred COD.

(2) Percentage calculated on the basis of (i) 109,725,694 shares of Class A Common Stock issued and outstanding as of February 8, 2023 as reported in the Form 10-Q, (ii) 8,549,380 shares of Class A Common Stock into which the 105,000 shares of Series A Preferred Stock held by A-B Parent can be converted, (iii) 4,908,234 shares of Class A Common Stock issued to A-B Parent on March 2, 2023 as additional consideration for the Business Combination (as defined below) and (iv) 4,908,234 shares of Class A Common Stock, into which the 4,908,234 shares of Class B Common Stock issued to Thomas F. Shannon on March 2, 2023 as additional consideration for the Business Combination (as defined below) can be converted.

CUSIP No. 10258P102

(1) Represents the sum of (i) 63,425,788 shares of Class A Common Stock held by A-B Parent after giving effect to the Rule 144 Sale (as defined below) and (ii) 8,549,380 shares of Class A Common Stock issuable upon conversion of 105,000 shares of Series A Preferred Stock held by A-B Parent, which is based on initial conversion rate of 76.9231 shares of Class A Common Stock per share of Series A Preferred Stock, subject to adjustment as provided in the Preferred COD.

(2) Percentage calculated on the basis of (i) 109,725,694 shares of Class A Common Stock issued and outstanding as of February 8, 2023 as reported in the Form 10-Q, (ii) 8,549,380 shares of Class A Common Stock into which the 105,000 shares of Series A Preferred Stock held by A-B Parent can be converted, (iii) 4,908,234 shares of Class A Common Stock issued to A-B Parent on March 2, 2023 as additional consideration for the Business Combination (as defined below) and (iv) 4,908,234 shares of Class A Common Stock, into which the 4,908,234 shares of Class B Common Stock issued to Thomas F. Shannon on March 2, 2023 as additional consideration for the Business Combination (as defined below) can be converted.

CUSIP No. 10258P102

(1) Represents 42,000 shares of Class A Common Stock and 16,536 restricted stock units (“RSUs”) acquired from award of Issuer’s RSUs for non-employee directors pursuant to the Issuer’s director compensation policy held by Atairos Management, L.P. (“AM”). Each RSU represents a contingent right to receive one share of Class A Common Stock and will vest on the earlier of (i) December 14, 2023 and (ii) the Issuer’s first regular annual meeting following December 14, 2022.

(2) Percentage calculated on the basis of (i) 109,725,694 shares of Class A Common Stock issued and outstanding as of February 8, 2023 as reported in the Form 10-Q, (ii) 16,536 RSUs that represent a contingent right to receive one share of Class A Common Stock held by AM, (iii) 4,908,234 shares of Class A Common Stock issued to A-B Parent on March 2, 2023 as additional consideration for the Business Combination (as defined below) and (iv) 4,908,234 shares of Class A Common Stock, into which the 4,908,234 shares of Class B Common Stock issued to Thomas F. Shannon on March 2, 2023 as additional consideration for the Business Combination (as defined below) can be converted.

CUSIP No. 10258P102

(1) Represents the sum of (i) 63,425,788 shares of Class A Common Stock held by A-B Parent after giving effect to the Rule 144 Sale (as defined below), (ii) 8,549,380 shares of Class A Common Stock issuable upon conversion of 105,000 shares of Series A Preferred Stock held by A-B Parent, which is based on initial conversion rate of 76.9231 shares of Class A Common Stock per share of Series A Preferred Stock, subject to adjustment as provided in the Preferred COD and (iii) 42,000 shares of Class A Common Stock and 16,536 RSUs acquired from award of Issuer’s RSUs for non-employee directors pursuant to the Issuer’s director compensation policy held by AM. Each RSU represents a contingent right to receive one share of Class A Common Stock and will vest on the earlier of (i) December 14, 2023 and (ii) the Issuer’s first regular annual meeting following December 14, 2022.

(2) Percentage calculated on the basis of (i) 109,725,694 shares of Class A Common Stock issued and outstanding as of February 8, 2023 as reported in the Form 10-Q, (ii) 8,549,380 shares of Class A Common Stock into which the 105,000 shares of Series A Preferred Stock held by A-B Parent can be converted, (iii) 16,536 RSUs that represent a contingent right to receive one share of Class A Common Stock held by AM, (iv) 4,908,234 shares of Class A Common Stock issued to A-B Parent on March 2, 2023 as additional consideration for the Business Combination (as defined below) and (v) 4,908,234 shares of Class A Common Stock, into which the 4,908,234 shares of Class B Common Stock issued to Thomas F. Shannon on March 2, 2023 as additional consideration for the Business Combination (as defined below) can be converted.

Explanatory Note

This Amendment No. 2 (“Amendment No. 2”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on December 23, 2021, as amended by Amendment No. 1 filed with the SEC on March 9, 2023 (as amended, the “Schedule 13D”), relating to the Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of Bowlero Corp., a Delaware corporation (the “Issuer” or the “Company”), which are beneficially owned by A-B Parent LLC, a Delaware limited liability company, Atairos Group, Inc. a Cayman Islands exempted company, Atairos Partners, L.P., a Cayman Islands exempted limited partnership, Atairos Partners GP, Inc., a Cayman Islands exempted company, Atairos Management, L.P., a Delaware limited partnership, and Michael J. Angelakis, a United States citizen (collectively, the “Reporting Persons” and each a “Reporting Person”). Except as otherwise specified in this Amendment No. 2, all Items of the Schedule 13D remain unchanged in all material respects. Capitalized terms used herein but not defined have the respective meanings ascribed to them in the Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended and restated as follows:

The Reporting Persons are the beneficial owners of an aggregate of 71,975,168 of Class A Common Stock. Of the aggregate number of shares of Class A Common Stock reported herein as being beneficially owned by the Reporting Persons, (i) 63,425,788 shares were initially issued to A-B Parent following the completion of the business combination (the “Business Combination”) on December 15, 2021 (the “Closing Date” and the “Closing”) as contemplated by that certain Business Combination Agreement, dated as of July 1, 2021 and amended on November 1, 2021 (the “Business Combination Agreement”), by and between Bowlero Corp., a Delaware corporation (“Old Bowlero”), and the Issuer and (ii) 8,549,380 shares of Class A Common Stock are issuable upon conversion of 105,000 shares of the Issuer’s Series A Preferred Stock held by A-B Parent, which is based on initial conversion rate of 76.9231 shares of Class A Common Stock per share of Series A Preferred Stock, subject to adjustment as provided in the Preferred COD. In connection with the closing of the Business Combination, the Issuer changed its name from Isos Acquisition Corporation to Bowlero Corp.

In connection with the Business Combination, the holders of shares of capital stock of Old Bowlero have the contingent right to receive up to an additional 20.75 million shares (the “Earnout Shares”) of the Issuer’s Class A Common Stock in the aggregate, payable in two equal tranches of 10.375 million shares if the closing price of the Class A Common Stock exceeds $15.00 (the “$15.00 Milestone”) and $17.50 per share, respectively, for any 10 trading days within any 20 trading day period commencing on or after the Closing Date and ending no later than the five-year anniversary of the Closing Date. The Reporting Persons have the contingent right to receive up to 9,816,468 Earnout Shares in the aggregate. On March 2, 2023, the $15.00 Milestone was achieved and A-B Parent received 4,908,234 shares of Class A Common Stock as additional consideration for the Business Combination and without the need for additional consideration from the Reporting Persons.

The description of the Rule 144 Sale (as defined below) included in Item 5 of this Amendment is hereby incorporated by reference into this Item 3.

The disclosures under Item 6 and Item 5(c) are incorporated herein by reference.

Item 4. Purpose of the Transaction

Item 4 of the Schedule 13D is hereby amended and restated as follows:

The information set forth in Item 3 above is incorporated into this Item 4 by reference. All of the shares of Class A Common Stock beneficially owned by the Reporting Persons, as reported in this Schedule 13D, were received in connection with the Business Combination or as RSU awards under the Issuer’s director compensation policy.

Except as otherwise set forth in this Item 4 and elsewhere in this Schedule 13D, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of the instructions to Item 4 of Schedule 13D. Notwithstanding the foregoing, the Reporting Persons specifically reserve the right to change their intention with respect to any or all of such matters. In reaching any decision as to their course of action (as well as to the specific elements thereof), the Reporting Persons currently expect that they would take into consideration a variety of factors, including, but not limited to, the following: the Issuer’s business and prospects; other developments concerning the Issuer and its businesses generally; other business opportunities available to the Reporting Persons; developments with respect to the business of the Reporting Persons; changes in law and government regulations; general economic conditions; and money and stock market conditions, including the market price of the securities of the Issuer.

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and restated as follows:

(a) and (b)

The information relating to the beneficial ownership of Class A Common Stock by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated by reference. The Reporting Persons are the beneficial owners in the aggregate of 72,033,704 shares of Class A Common Stock, which represents the sum of (i) 63,425,788 shares of Class A Common Stock held by A-B Parent after giving effect to the Rule 144 Sale, (ii) 8,549,380 shares of Class A Common Stock issuable upon conversion of 105,000 shares of the Issuer’s Series A Preferred Stock held by A-B Parent, which is based on initial conversion rate of 76.9231 shares of Class A Common Stock per share of Series A Preferred Stock, subject to adjustment as provided in the Preferred COD and (iii) 42,000 shares of Class A Common Stock and 16,536 RSUs acquired from award of Issuer’s RSUs for non-employee directors pursuant to the Issuer’s director compensation policy held by AM. Such number of shares of Class A Common Stock represents 56.2% of the shares of Class A Common Stock outstanding based on (a) 109,725,694 shares of Class A Common Stock issued and outstanding as of February 8, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on February 15, 2023, (b) 8,549,380 shares of Class A Common Stock into which the 105,000 shares of Series A Preferred Stock held by A-B Parent can be converted, (c) 16,536 RSUs that represent a contingent right to receive one share of Class A Common Stock held by AM, (d) 4,908,234 shares of Class A Common Stock issued to A-B Parent on March 2, 2023 as additional consideration for the Business Combination and (e) 4,908,234 shares of Class A Common Stock, into which the 4,908,234 shares of Class B Common Stock issued to Thomas F. Shannon on March 2, 2023 as additional consideration for the Business Combination can be converted.

By virtue of the agreements made pursuant to the Stockholders Agreement (as defined below), A-B Parent and Atairos Inc., may be deemed to have beneficial ownership of the shares of Class A Common Stock owned by Cobalt Recreation LLC and Thomas F. Shannon¹. The Reporting Persons disclaim beneficial ownership of any securities owned by such other parties. Only the shares of Class A Common Stock beneficially owned by the Reporting Persons are the subject of this Schedule 13D. For a description of the relationship between the Reporting Persons and the other parties to the Stockholders Agreement, see Item 6.

Each Reporting Person has shared voting power and shared dispositive power of the shares of Class A Common Stock beneficially owned by such Reporting Person as indicated herein.

Except as set forth below and elsewhere in this Schedule 13D, including the Rule 144 Sale, no Reporting Person or, to the best knowledge of the Reporting Persons, any other person identified on Schedule A hereto, has effected any transaction in the Class A Common Stock in the 60 days preceding the date hereof.

The information set forth in Items 4 and 6 is incorporated herein by reference.

¹Please refer to the separate Schedule 13Ds (and any amendments thereto) that have been or may be filed by (i) Thomas F. Shannon and (ii) Cobalt Recreation LLC with respect to their beneficial ownership of Class A Common Stock.

Item 7. Material to be Filed as Exhibits

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: March 20, 2023