Bowlero Corporation entered into a definitive agreement to acquire Isos Acquisition Corporation (NYSE:ISOS) from Isos Acquisition Sponsor LLC, Liontree Partners LLC and others in a reverse merger transaction for $1.7 billion on July 1, 2021. ISOS Acquisition Corp's implied enterprise value of combined company is approximately $2.6 billion, including the financing will be carried out through the issuance of shares in the amount of $450 million with the support of investors, including Apollo Global Management, Inc., Brigade Capital Management, Soros Fund Management LLC, Donerail Group LP and Wells Fargo Asset Management. Upon closing of the transaction, the combined company will be named “Bowlero” and its common stock and warrants are expected to trade on NYSE under the new ticker symbols “BOWL” and “BOWL WS”, respectively. Once the transaction closes, Bowlero will continue to be led by its existing management team and is expected to have a nine-person board composed of a majority of independent directors.

The transaction is subject to, among other things, the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the rules and regulations promulgated thereunder relating to the Business Combination having been expired or been terminated; Isos having net tangible assets of at least $5,000,001; the approval by Isos' stockholders, the approval by Bowlero's stockholders, the registration statement/proxy statement to be filed by Isos becoming effective, Isos's initial listing application with the New York Stock Exchange in connection with the Business Combination having been approved; and satisfaction or waiver of the other conditions. The boards of directors of both Bowlero and Isos have unanimously approved the proposed transaction. The board of directors of Isos unanimously recommends that shareholders vote “FOR” adoption of the Business Combination Agreement. Extraordinary General Meeting of Isos Acquisition Corporation shareholders will be held December 14, 2021. As of November 22, 2021, the Registration Statement became effective. The transaction is expected to be completed in October 2021. As of September 21, 2021, the transaction is expected to close in October-November 2021.

J.P. Morgan Securities LLC is serving as financial advisor to Bowlero. Jeffrey D. Marell and Michael Vogel of Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal advisor to Bowlero. William J. Chudd Harold Birnbaum of Davis Polk is acting as legal advisor to Atairos, a significant current holder of Bowlero's equity. Ronald R. Papa of Proskauer Rose LLP is acting as legal advisor to management. LionTree Advisors LLC is serving as financial advisor and placement agent to Isos. J.P. Morgan Securities LLC is acting as lead placement agent and capital markets advisor to Isos. Dwight Yoo and Anthony Kohtio of Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal advisor to J.P. Morgan Securities LLC and LionTree Advisors LLC in their capacities as placement agents. Anson B. Frelinghuysen, Kenneth A. Lefkowitz, Scott Naturman, Michael Traube, Gary J. Simon, Javad Husain, Andrew H. Braiterman, Federico A. Goudie, Charles Wachsstock, M. Shams Billah, Brendan T. Franzoni, Richard M. Koehl, Paul Marston, Carl W. Mills and Carol Remy, of Hughes Hubbard & Reed LLP is acting as legal advisor to Isos. Sidney Burke of DLA Piper LLP (US) acted as legal advisor for Liontree Partners. Morrow Sodali Global LLC acted as information agent to Isos in the transaction and received $35,000 as fees. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to Isos in the transaction.

Bowlero Corporation completed the acquisition of Isos Acquisition Corporation (NYSE:ISOS) from Isos Acquisition Sponsor LLC, Liontree Partners LLC and others in a reverse merger transaction on December 15, 2021. The Business Combination was approved by a majority of Isos stockholders in an extraordinary general meeting on December 14, 2021. The common stock and warrants of the surviving company are expected to begin trading on the NYSE Global Market under the symbols “BOWL” and “BOWL WS,” respectively, on December 16, 2021.