Arko : PROSPECTUS SUPPLEMENT NO. 4 to prospectus dated June 7, 2021

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-252106

PROSPECTUS SUPPLEMENT NO. 4 (to prospectus dated June 7, 2021)

ARKO Corp.

Up to 4,000,0000 Shares of Common Stock

Up to 4,000,000 Shares of Common Stock Issuable Upon Exercise of Warrants

This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated June 7, 2021 (the "Prospectus"), with the information contained in the Quarterly Report on Form 10-Q, which we filed with the SEC on November 10, 2021 (the "Quarterly Report"). Accordingly, we have attached the Quarterly Report to this prospectus supplement.

The Prospectus and this prospectus supplement relate to the issuance by us of up to an aggregate of up to 4,000,000shares of our common stock, $0.0001 par value per share ("common stock") that are issuable upon the exercise of 4,000,000 warrants (the "Private Warrants") originally issued in a private placement in connection with the initial public offering of Haymaker (as defined in the Prospectus). The Prospectus and this prospectus supplement also relate to the resale from time to time by the selling stockholders named in the Prospectus or their respective permitted transferees (the "Selling Stockholders") of up to 4,000,000 shares of our common stock that may be issued upon exercise of the Private Warrants.

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

Our common stock and our publicly-traded warrants (the "Public Warrants") are listed on the Nasdaq Capital Market under the symbols "ARKO" and "ARKOW," respectively. On November 12, 2021, the closing price of our common stock was $10.55, and the closing price for the Public Warrants was $2.33.

INVESTING IN OUR SECURITIES INVOLVES RISKS THAT ARE DESCRIBED IN THE "RISK FACTORS" SECTION BEGINNING ON PAGE 5 OF THE PROSPECTUS.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the Prospectus or determined if the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is November 15, 2021.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

• QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2021.

OR

• TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission file number 001-39828

	ARKO Corp.
	(Exact Name of Registrant as Specified in Its Charter)
Delaware		85-2784337
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)
	8565 Magellan Parkway
	Suite 400
	Richmond, Virginia 23227-1150
	(Address of Principal Executive Offices) (Zip Code)
	[phone]
	(Registrant's Telephone Number, Including Area Code)
	Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, $0.0001 par value per share	ARKO	Nasdaq Capital Market
Warrants to purchase common stock	ARKOW	Nasdaq Capital Market
	Securities registered pursuant to Section 12(g) of the Act:
	None

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section

13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒

Yes ☐ NO

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File

required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

• Yes ☐ NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging

growth company"

in Rule 12b-2 of the Exchange Act:

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the

extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): ☐ YES ☒ NO

As of November 10, 2021, the registrant had 124,427,805 shares of its common stock, par value $0.0001 per share ("common stock") outstanding.

Table of Contents
		TABLE OF CONTENTS
			Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	5
		Condensed Consolidated Balance Sheets as of September 30, 2021 and	5
		December 31, 2020 (unaudited)
		Condensed Consolidated Statements of Operations for the three and nine	6
		months ended September 30, 2021 and 2020 (unaudited)
		Condensed Consolidated Statements of Comprehensive Income for the	7
		three and nine months ended September 30, 2021 and 2020 (unaudited)
		Condensed Consolidated Statements of Changes in Equity for the three	8
		and nine months ended September 30, 2021 and 2020 (unaudited)
		Condensed Consolidated Statements of Cash Flows for the nine months	10
		ended September 30, 2021 and 2020 (unaudited)
		Notes to Condensed Consolidated Financial Statements	13
		(unaudited)
		Management's Discussion and Analysis of Financial Condition and	29
Item 2.	Results of Operations
		Quantitative and Qualitative Disclosures About Market	44
Item 3.	Risk
Item 4.	Controls and Procedures	46
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	47
Item 1A.	Risk Factors	47
		Unregistered Sales of Equity Securities and Use of	50
Item 2.	Proceeds
Item 3.	Defaults Upon Senior Securities	50
Item 4.	Mine Safety Disclosures	50
Item 5.	Other Information	50
Item 6.	Exhibits	51
Signatures		52
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Table of Contents

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains "forward-looking statements," as that term is

defined under the Private Securities Litigation Reform Act of 1995 ("PSLRA"), Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as

amended (the "Exchange Act"). Forward-looking statements include statements about our expectations, beliefs or intentions regarding our product development efforts, business, financial condition, results of operations, strategies or

prospects, including the potential impact of the COVID-19 pandemic on our businesses, operating results, cash flows and/or financial condition. You can identify forward- looking statements by the fact that these statements do not relate strictly to

historical or current matters. Rather, forward-looking statements relate to anticipated or expected events, activities, trends or results as of the date they are made. Because forward-looking statements relate to matters that have not yet occurred,

these statements are inherently subject to risks and uncertainties that could cause our actual results to differ materially from any future results expressed or implied by the forward-looking statements. Many factors could cause our actual

activities or results to differ materially from the activities and results anticipated in forward-looking statements. These factors include those described below and in "Item 1A- Risk Factors" of our Annual Report on Form 10-K for the

year ended December 31, 2020 and this Quarterly Report on Form 10-Q, and described from time to time in our other filings with the Securities and Exchange Commission (the "SEC"). We do not undertake any obligation to update

forward-looking statements, except to the extent required by applicable law. We intend that all forward-looking statements be subject to the safe-harbor provisions of the PSLRA. These forward-looking statements are only predictions and reflect our

views as of the date they are made with respect to future events and financial performance.

Risks and uncertainties, the occurrence of which could adversely affect our business, include the following:

• changes in economic conditions and consumer confidence in the U.S. could materially adversely affect our business;
• if we do not make acquisitions on economically acceptable terms, our future growth may be limited;
• we may be unable to successfully integrate the acquired

operations or otherwise realize the expected benefits from our acquisitions;

• our future growth depends on our ability to successfully

implement our organic growth strategy, a major part of which consists of remodeling our convenience stores;

• significant changes in the current consumption of and regulations related to tobacco and nicotine products;
• changes in the wholesale prices of motor

fuel;

• significant changes in demand for fuel-based modes of transportation;
• we operate in a highly competitive industry characterized by low entry barriers;
• negative events or developments associated with branded motor fuel suppliers;
• we depend on five principal suppliers for the majority of our gross fuel purchases and two principal suppliers for merchandise;
• a portion of our revenue is generated under fuel supply

agreements with independent dealers that must be renegotiated or replaced periodically;

• the retail sale, distribution and storage of motor fuels is

subject to environmental protection and operational safety laws and regulations that may expose us or our customers to significant costs and liabilities;

• business disruption and related risks resulting from the outbreak of COVID-19 and variants of the virus;
• failure to comply with applicable laws and regulations;
• the loss of key senior management personnel or the failure to recruit or retain qualified personnel;
• unfavorable weather conditions;
• payment-relatedrisks that may result in higher operating costs or the inability to process payments;
• we may be held liable for fraudulent credit card transactions on our fuel dispensers;
• significant disruptions of information technology systems or breaches of data security;
• laws, regulations, standards, and contractual obligations

related to data privacy and security regulations, and our actual or perceived failure to comply with such obligations;

• if we fail to adequately secure, maintain, and enforce our intellectual property rights;

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• if third parties claim that we infringe upon their intellectual property rights;
• we depend on third-party transportation providers for the transportation of all of our motor fuel;
• our operations present risks which may not be fully covered by insurance;
• labor, raw materials and building supply shortages and price

fluctuations in the construction industry could delay or increase the costs of our store remodel program and our maintenance capital expenditures;

• our variable rate debt;
• our credit facilities have substantial restrictions and financial covenants;
• the proposed phase out of the London Interbank Offered Rate ("LIBOR");
• we incur significant expenses and administrative burdens as a public company;
• we may not be able to timely and effectively implement

controls and procedures required by Section 404(a) of the Sarbanes-Oxley Act;

• our corporate structure includes Israeli subsidiaries that may

have adverse tax consequences and expose us to additional tax liabilities;

• the market price and trading volume of our common stock may be volatile and could decline significantly;
• if securities or industry analysts do not publish research,

publish inaccurate or unfavorable research or cease publishing research about us or the convenience store industry; and

• sales of a substantial number of shares of our common stock in the public market.

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