Sec Form 13D Filing - Parker Brett I. filing for Bowlero Corp. (BOWL) - 2021-12-27

Names of Reporting Persons.

Brett I. Parker

(a)   This Schedule 13D is being filed by Brett Parker (the “Reporting Person”).

(b)   The address of the principal business office of the Reporting Persons is c/o Bowlero Corp., 7313 Bell Creek Road, Mechanicsville, Virginia 23111.

(c)   Mr. Parker is the Chief Financial Officer and a director of the Issuer.

(d)   During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)   During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree of final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)   Mr. Parker is a citizen of the United States of America.

On December 15, 2021 (the “Closing Date”), Isos Acquisition Corporation, a Cayman Islands exempted Company, “Isos”) consummated its previously announced acquisition of Bowlero Corp., a Delaware corporation (“Old Bowlero”), pursuant to the business combination agreement, dated as of July 1, 2021, as amended (the “Business Combination Agreement”), between Old Bowlero and Isos (as defined below). 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.”.

In connection with the consummation of the Business Combination, an aggregate of 124,267,096 shares of Class A Common Stock and the Company’s Class B common stock, par value $0.0001 per share (“Class B Common Stock,” and together with Class A Common Stock, the “Common Stock”) were issued to the stockholders of Old Bowlero (the “Merger Consideration Shares”), resulting in the former stockholders of Old Bowlero owning approximately 75.1% of Bowlero immediately following the Business Combination. Mr. Parker received 992,844 shares of restricted Class A Common Stock (“Restricted Shares”), 2,170,089 shares of Class A Common Stock, and stock options exercisable for 4,079,120 shares of Class A Common Stock at an exercise price of $7.92 per share. 50% of the Restricted Shares will vest if the closing share price of the Class A Common Stock equals or exceeds $15.00 per share for any 10 trading days within any consecutive 20-trading day period on or prior to the 5-year anniversary of the closing date of the Business Combination, and 50% of the Restricted Shares will vest if the closing share price of the Class A Common Stock equals or exceeds $17.50 per share for any 10 trading days within any consecutive 20-trading day period on or prior to the 5-year anniversary of the closing date of the Business Combination, and will otherwise be forfeited on the 5-year anniversary of the closing of the Business Combination.

In connection with the Merger, the Reporting Person acquired the securities reported on this Schedule 13D pursuant to the Business Combination Agreement. The information contained in Item 3 and Item 6 of this Schedule 13D is incorporated herein by reference. The Reporting Persons may, from time to time, purchase or sell securities of the Company as appropriate for his personal circumstances.

Except as described in this Schedule 13D, the Reporting Person does not have any present plans or proposals that relate to or would result in any of the actions described in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Person reserve the right to formulate plans and/or proposals and to take such actions with respect to their investment in the Company, including any or all of the actions set forth in clauses (a) through (j) of Item 4 of Schedule 13D. 

(a)   The information set forth in rows 11 and 13 of the cover pages to this Schedule 13D is incorporated by reference. The percentage set forth in row 13 is based on 107,066,942 outstanding shares of Class A Common Stock, as reported by the Company in its Current Report on Form 8-K filed with the Securities and Exchange Commission on December 21, 2021.

(b)   The information set forth in rows 7 through 10 of the cover page to this Schedule 13D is incorporated by reference.

(c)   The information included in Item 3 of this Schedule 13D is incorporated herein by reference. In addition, on December 15, 2021, Mr. Parker was granted the following stock options to acquire shares of Class A Common Stock:

(d)   No person other than the Reporting Person disclosed in this Schedule 13D has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Class A Common Stock subject to this Schedule 13D.

(e)   Not applicable.

Registration Rights Agreement

The Reporting Person is a party to a registration rights agreement (the “Registration Rights Agreement”) with the Company. Subject to several exceptions, including the Company’s right to defer a demand registration, shelf registration or underwritten offering under certain circumstances, the Registration Rights Holders may require that the Company register for public resale under the Securities Act all shares of Class A Common Stock that they request to be registered at any time, subject to the restrictions in the Lock-Up Agreements, so long as the securities being registered in each registration statement or sold in any underwritten offering are reasonably expected to produce aggregate proceeds of at least $50.0 million.

All expenses of registration under the Registration Rights Agreement, including the legal fees of counsel chosen by stockholders participating in a registration, will be paid by the Company.

The registration rights granted in the Registration Rights Agreement are subject to customary restrictions including blackout periods and, if a registration is underwritten, any limitations on the number of shares to be included in the underwritten offering as reasonably advised by the managing underwriter or underwriters. The Registration Rights Agreement also contains customary indemnification and contribution provisions. The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the full text of the Registration Rights Agreement, a form of which is attached as Exhibit 3 to this Schedule 13D and is incorporated herein by reference.

Indemnification Agreement

Mr. Parker is party to an indemnification agreement with the Company which provides for indemnification and advancements by the Company of certain expenses and costs relating to claims, suits or proceedings arising from the Mr. Parker’s service to the Company. The foregoing description of the indemnification agreement does not purport to be complete and is qualified in its entirety by the full text of the indemnification agreement, a form of which is attached as Exhibit 4 to this Schedule 13D and is incorporated herein by reference.

Employment Agreement

Mr. Parker is party to an employment agreement with the Company which provides for his employment as Chief Financial Officer and his service as a member of the board of directors of the Company. The initial term of his current employment agreement is scheduled to expire on the third anniversary of the effective date, subject to automatic renewal for successive one-year periods unless either party provides at least three months’ notice of non-renewal. The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by the full text of the Employment Agreement, a form of which is attached as Exhibit 5 to this Schedule 13D and is incorporated herein by r eference.

Exhibit 1 Business Combination Agreement, dated as of July 1, 2021, by and between Isos Acquisition Corporation and Bowlero Corp. (incorporated by reference to Exhibit 2.1 to Isos Acquisition Corporation’s Current Report on Form 8-K filed with the SEC on July 1, 2021)

Exhibit 2 Amendment No. 1 to Business Combination Agreement, dated as of November 1, 2021, by and between Isos Acquisition Corporation and Bowlero Corp. (incorporated by reference to Exhibit 2.2 to Isos Acquisition Corporation’s Current Report on Form 8-K filed with the SEC on November 1, 2021).

Exhibit 3 Amended and Restated Registration Rights Agreement, dated as of July 1, 2021, by and among Isos Acquisition Corporation, A-B Parent LLC and certain security holders of Bowlero Corp. (incorporated by reference to Exhibit 10.7 to Isos Acquisition Corporation’s Current Report on Form 8-K filed with the SEC on July 1, 2021)

Exhibit 4 Form of Indemnification Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 21, 2021)

Exhibit 5 Employment Agreement, dated as of December 15, 2021, by and between the Company and Mr. Parker (incorporated by reference to Exhibit 10.20 to the Company’s Current Report on Form 8-K filed on December 21, 2021)