SEC Form SC 13G/A filed by Bowlero Corp. (Amendment)
| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
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| |
| SCHEDULE 13G/A | |
|
| |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No. 1)* | |
|
Bowlero Corp. | |
| (Name of Issuer) | |
|
Class A common stock, par value $0.0001 per share | |
| (Title of Class of Securities) | |
|
10258P102 | |
| (CUSIP Number) | |
|
December 31, 2022 | |
| (Date of event which requires filing of this statement) | |
| Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed: | |
| ¨ | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
| (Page 1 of 8 Pages) | |
______________________________
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 10258P102 | 13G/A | Page 2 of 8 Pages |
| 1 |
NAMES OF REPORTING PERSONS SOROS FUND MANAGEMENT LLC | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) x | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER - 0 - | ||
| 6 |
SHARED VOTING POWER 8,154,303 shares of Class A Common Stock | |||
| 7 |
SOLE DISPOSITIVE POWER - 0 - | |||
| 8 |
SHARED DISPOSITIVE POWER 8,154,303 shares of Class A Common Stock | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,154,303 shares of Class A Common Stock | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.42% | |||
| 12 |
TYPE OF REPORTING PERSON OO | |||
CUSIP No. 10258P102 | 13G/A | Page 3 of 8 Pages |
| 1 |
NAMES OF REPORTING PERSONS GEORGE SOROS | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) x | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER - 0 - | ||
| 6 |
SHARED VOTING POWER 8,154,303 shares of Class A Common Stock | |||
| 7 |
SOLE DISPOSITIVE POWER - 0 - | |||
| 8 |
SHARED DISPOSITIVE POWER 8,154,303 shares of Class A Common Stock | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,154,303 shares of Class A Common Stock | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.42% | |||
| 12 |
TYPE OF REPORTING PERSON IN | |||
CUSIP No. 10258P102 | 13G/A | Page 4 of 8 Pages |
| Item 1(a). | NAME OF ISSUER: |
| The name of the issuer is Bowlero Corp. (the "Issuer"). |
| Item 1(b). | ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: |
| The Company's principal executive offices are located at 7313 Bell Creek Road, Mechanicsville, Virginia 23111. |
| Item 2(a). | NAME OF PERSON FILING: |
| This statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"): |
| (i) |
Soros Fund Management LLC ("SFM LLC"); and
| |
| (ii) | George Soros. |
| This statement relates to shares of Class A Common Stock (as defined herein) held for the accounts of Quantum Partners LP, a Cayman Islands exempted limited partnership ("Quantum Partners") and certain other funds/accounts (the "Other Funds/Accounts" and, together with Quantum Partners, the "Accounts"). SFM LLC serves as investment manager to the Accounts. As such, SFM LLC has been granted investment discretion over portfolio investments, including the shares of Class A Common Stock, held for the Accounts. George Soros serves as Chairman of SFM LLC and has sole discretion to replace FPR Manager LLC, the Manager of SFM LLC. |
| Item 2(b). | ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: |
| The address of the business office of each of the Reporting Persons is 250 West 55th Street, 29th Floor, New York, NY 10019. | |
| Item 2(c). | CITIZENSHIP: |
| (i) SFM LLC is a Delaware limited liability company; and | |
| (ii) George Soros is a citizen of the United States. |
| Item 2(d). | TITLE OF CLASS OF SECURITIES: |
| Class A common stock, par value $0.0001 per share (the "Class A Common Stock"). |
| Item 2(e). | CUSIP NUMBER: |
| 10258P102 |
CUSIP No. 10258P102 | 13G/A | Page 5 of 8 Pages |
| Item 3. | IF THIS STATEMENT IS FILED PURSUANT TO §§ 240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: |
| (a) | ¨ | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); | |
| (b) | ¨ | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | ¨ | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | ¨ | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | ¨ | Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | |
| (f) | ¨ |
Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
| |
| (g) | ¨ |
Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); | |
| (h) | ¨ |
Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | ¨ |
Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
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| (j) | ¨ | Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); | |
| (k) | ¨ | Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
|
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: |
| Item 4. | OWNERSHIP: |
| The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each of the Reporting Persons and is incorporated herein by reference. | |
| The percentages set forth herein are calculated based upon 109,863,743 shares of Class A Common Stock, reported to be outstanding as of December 15, 2022, as reported in the Company's Rule 424(b)(3) prospectus filed with the Securities and Exchange Commission on December 30, 2022. |
CUSIP No. 10258P102 | 13G/A | Page 6 of 8 Pages |
| Item 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: |
| Not applicable. |
| Item 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: |
| See Item 2. The Accounts have 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 reported herein. Quantum Partners LP has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than 5% of the shares of Class A Common Stock. |
| Item 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: |
| Not applicable. |
| Item 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: |
| Not applicable. |
| Item 9. | NOTICE OF DISSOLUTION OF GROUP: |
| Not applicable. |
| Item 10. | CERTIFICATION: |
| Each of the Reporting Persons hereby makes the following certification: | |
| By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
CUSIP No. 10258P102 | 13G/A | Page 7 of 8 Pages |
SIGNATURES
| After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct. | ||
| DATED: February 13, 2023 | ||
| SOROS FUND MANAGEMENT LLC | ||
| By: | /s/ John DeSisto | |
| Name: John DeSisto | ||
| Title: Assistant General Counsel | ||
| GEORGE SOROS | ||
| By: | /s/ John DeSisto | |
| Name: John DeSisto | ||
| Title: Attorney-in-Fact | ||
CUSIP No. 10258P102 | 13G/A | Page 8 of 8 Pages |
EXHIBIT 1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that I, GEORGE SOROS, hereby make, constitute and appoint each of JOHN DESISTO, NEAL DONNELLY, MICHAEL FLYNN, ANDREW HOLLENBECK, SARAH R. MOROS and JOSEPH WORKMAN, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Chairman of, member of or in other capacities with Soros Fund Management LLC ("SFM LLC") and each of its affiliates or entities advised by me or SFM LLC, all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities, futures contracts or other investments, and any other documents relating or ancillary thereto, including without limitation all documents relating to filings with the Commodities Futures Trading Commission and National Futures Association, the United States Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act and any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act.
All past acts of these attorneys-in-fact in furtherance of the foregoing are hereby ratified and confirmed.
Execution of this power of attorney revokes that certain Power of Attorney dated as of the 20th day of August, 2021 with respect to the same matters addressed above.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the 1st day of February, 2022.
| GEORGE SOROS | ||
| By: | /s/ Maryann Canfield | |
| Name: | Maryann Canfield | |
| Title: | Attorney-in-Fact for George Soros | |