UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 10, 2021
Isos Acquisition Corporation
(Exact name of registrant as specified in its charter)
Cayman Islands | 001-40142 | N/A | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
55 Post Road West, Suite 200
Westport, CT 06880
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (203) 554-5641
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Units, each consisting of one share of Class A Common Stock and one-third of one Redeemable Warrant | ISOS.U. | The New York Stock Exchange | ||
Class A Common Stock, par value $0.0001 per share | ISOS | The New York Stock Exchange | ||
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 | ISOS WS | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company þ
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. ☐
Item 8.01. Other Events.
As previously reported on a Current Report on Form 8-K of Isos Acquisition Corporation (the “Company”), on March 5, 2021, the Company consummated its initial public offering (the “IPO”) of 22,500,000 units (the “Units”). Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one-third of one redeemable warrant of the Company (the “Warrants”), with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $225,000,000. The Company had granted the underwriters in the IPO (the “Underwriters”) a 45-day option to purchase up to 3,375,000 additional Units to cover over-allotments, if any.
On March 8, 2021, the Underwriters exercised their over-allotment option in part, and the closing of the issuance and sale of the additional 2,983,700 Units (the “Over-Allotment Units”) occurred on March 10, 2021, generating gross proceeds of $29,837,000.
As previously reported on a Current Report on Form 8-K of the Company, on March 8, 2021, simultaneously with the closing of the IPO, the Company completed the private sale of an aggregate of 3,666,667 Warrants to Isos Acquisition Sponsor LLC (the “Sponsor Warrants”), and the sale of 1,333,333 Warrants to LionTree Partners LLC (the “LionTree Warrants”, and, together with the Sponsor Warrants, the “Private Placement Warrants”) at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $7,500,000. In connection with the closing of the purchase of the Over-Allotment Units, the Company sold an additional 397,828 Private Placement Warrants to the Sponsor and LionTree at a price of $1.50 per Private Placement Warrant, generating an additional $596,742 of gross proceeds.
An audited balance sheet as of March 5, 2021 reflecting receipt of the net proceeds from the IPO and the sale of the Private Placement Warrants on March 5, 2021, but not the proceeds from the sale of the Over-Allotment Units on March 10, 2021, will be filed on a Current Report on Form 8-K on March 12, 2021.
A copy of the press release issued by the Company announcing the exercise of the over-allotment option is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statement and Exhibits.
(d) | Exhibits |
Exhibit No. | Description | |
99.1 | Press Release, dated March 10, 2021. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: March 10, 2021 | ISOS ACQUISITION CORPORATION | |
By: | /s/ Michelle Wilson | |
Michelle Wilson | ||
Co-Chief Executive Officer |
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