UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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| Item 4.01 | Changes in Registrant’s Certifying Accountant. |
(a) Dismissal of Former Independent Registered Public Accounting Firm
The Audit Committee of the Board of Directors (the “Audit Committee”) of Bowlero Corp. (the “Company”) conducted a competitive process to determine the Company’s independent registered public accounting firm for the fiscal year ending July 2, 2023. Three firms were invited to participate in this process including KPMG LLP (“KPMG”), which has served as the Company’s independent registered public accounting firm since December 21, 2021 and as the independent registered public accounting firm of Bowlero Corp. prior to its business combination with Isos Acquisition Corporation since 2002.
As a result of this process, following the review and evaluation of the proposals from the participating firms, on October 21, 2022, the Audit Committee approved the dismissal of KPMG as the Company’s independent registered public accounting firm and KPMG was notified of the dismissal on October 24, 2022, effective upon the completion of KPMG’s review of the Company’s consolidated financial statements as of and for the quarter ended October 2, 2022.
KPMG’s audit reports on the Company’s consolidated financial statements as of and for the fiscal years ended July 3, 2022 and June 27, 2021 did not contain any adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.
During the fiscal years ended July 3, 2022 and June 27, 2021, and in the subsequent interim period through October 27, 2022, (i) there were no disagreements with KPMG (within the meaning of Item 304(a)(1)(iv) of Regulation S-K (“Regulation S-K”) of the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”)) on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure that if not resolved to KPMG’s satisfaction, would have caused KPMG to make reference thereto in its reports; and (ii) there were no reportable events (as defined by Item 304(a)(1)(v) of Regulation S-K), other than the material weaknesses in internal control over financial reporting related to certain financial reporting processes as of July 3, 2022, as reported in Item 9A in our Annual Report on Form 10-K for the year ended July 3, 2022 and material weaknesses as of June 27, 2021 related to insufficient technical resources and ineffective information and communication that resulted in ineffective process level controls over leases, income taxes, stock-based compensation and business combinations.
In accordance with Item 304(a)(3) of Regulation S-K, the Company provided KPMG with a copy of the foregoing disclosures and requested that KPMG provide a letter addressed to the SEC stating whether it agrees with such disclosures. A copy of KPMG’s letter dated October 27, 2022 is filed as Exhibit 16.1 to this Current Report on Form 8-K.
(b) Appointment of New Independent Registered Public Accounting Firm
As a result of the competitive process noted above, the Audit Committee has selected to appoint Deloitte & Touche LLP (“Deloitte”) as the Company’s new independent registered public accounting firm, contingent upon the execution of an engagement letter. Deloitte’s appointment will be for the Company’s fiscal year ending July 2, 2023 and related interim periods ending January 1, 2023 and April 2, 2023.
During the Company’s two most recent fiscal years ended July 3, 2022 and June 27, 2021, and for the subsequent interim period through October 27, 2022, neither the Company nor anyone on its behalf consulted Deloitte regarding any of the matters set forth in Item 304(a)(2)(i) or (ii) of Regulation S-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit No. |
Description | |
| 16.1 | Letter of KPMG LLP, dated October 27, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Bowlero Corp. | ||||
| Date: | October 27, 2022 |
By: | /s/ Brett I. Parker | |
| Name: Brett I. Parker | ||||
| Title: President and Chief Financial Officer | ||||