SecProbe.io

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 March 31, 2025

Robert Lavan
Chief Financial Officer
Lucky Strike Entertainment Corporation
7313 Bell Creek Road
Mechanicsville, VA 23111

 Re: Lucky Strike Entertainment Corporation
 Form 10-K for the Fiscal Year Ended June 30, 2024
 File No. 001-40142
Dear Robert Lavan:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

CORRESP
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 Document        VIA EDGAR   March 21, 2025   U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, NE Washington, D.C. 20549   Attention: Blaise Rhodes and Keira Nakada   Re: Lucky Strike Entertainment Corporation Form 10-K for the Fiscal Year Ended June 30, 2024 File No. 001-40142   Dear Mr. Rhodes and Ms. Nakada:   Lucky Strike Entertainment Corporation (the “ Company ,” “ we ,” “ our ” or “ us ”) hereby transmits the Company’s response to the comment letter received from the staff (the “ Staff ”) of the U.S. Securities and Exchange Commission (the “ Commission ”), dated March 11, 2025, regarding our Form 10-K for the fiscal year ended June 30, 2024 (the “ Form-10-K ”).   For the Staff’s convenience, set forth below are the Staff’s comments followed by the Company’s responses thereto. Certain capitalized terms set forth in this letter are used as defined in the Form 10-K. The Company respectfully submits the following as its responses to the Staff: Form 10-K for the Fiscal Year Ended June 30, 2024 Fiscal Year Ended June 30, 2024 Compared to the Fiscal Year Ended July 2, 2023 Selling, general and administrative expenses (“SG&A”), page 25 1. We note that the change in selling, general and administrative expenses over the reporting periods is attributed to several factors. Please expand your discussion of results of operations to quantify the amount of each underlying factor identified. Refer to Item 303(b) of Regulation S-K. Response: The Company respectfully acknowledges the Staff’s comment to include quantification of factors identified for changes in selling, general, and administrative expenses. In future filings, beginning with the Company’s Form 10-Q for the fiscal quarter ending on March 30, 2025, the Company will include, to the extent applicable, enhanced disclosures quantifying the impact of each individual material factor identified that contributed to the overall change in the line item in accordance with Item 303(b) of Regulation S-K. Using the Form 10-K reviewed as a guide and bracketed placeholders for quantification, such disclosure in future filings would read substantially as follows: • “SG&A expenses increased $17,284 or 13%. The increase is mainly attributable to our investment in the field management and event sales teams to support the growing business, which increased SG&A labor by $[***]. This was partially offset by reductions in corporate staff, which decreased SG&A labor by $[***]. There have also been increases in professional fees, which contributed $[***] to the increase in SG&A expenses. The increased professional fees are attributable to the heightened acquisition activity and scale of acquisitions as compared to fiscal 2023. In addition to acquisition activity, the increase in professional fees is driven by legal costs related to advisory items. The increase is also attributable to the increase in revenues as compared to fiscal 2023. This is illustrated by the relatively consistent percent of revenues as compared to fiscal 2023.” Consolidated Financial Statements (6) Leases Disclosures Under the New Lease Accounting Standard ASC 842, page 55 2. Please provide an analysis under ASC 842-10-25-2 for land leases that you classify as a finance lease, including those leases that were modified during fiscal 2023. In this regard, to the extent you rely on the duration of the lease to classify the land lease as a finance lease, tell us how you considered the indefinite economic life of the land to support your determination. Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company considered ASC 842-10-25-2 when concluding on the classification of land leases we classify as a finance lease, including those leases that were modified during fiscal 2023. This guidance states that a lessee should classify a lease as a finance lease, when the lease meets any of the criteria denoted below: a) The lease transfers ownership of the underlying asset to the lessee by the end of the lease term. b) The lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise. c) The lease term is for the major part of the remaining economic life of the underlying asset. However, if the commencement date falls at or near the end of the economic life of the underlying asset, this criterion shall not be used for purposes of classifying the lease. d) The present value of the sum of the lease payments and any residual value guaranteed by the lessee that is not already reflected in the lease payments in accordance with paragraph 842-10-30-5(f) equals or exceeds substantially all of the fair value of the underlying asset. e) The underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. For the land leases classified as finance, the Company reached this conclusion based on ASC 842-10-25-2(d) because the present value of the lease payments for each such lease exceeded substantially all of the fair value of the underlying land. As noted in the Staff’s comment, land has an indefinite economic life. Therefore, ASC 842-10-25-2(c) was not considered in reaching this conclusion. In response to the Staff’s comment, the Company will clarify the disclosure in future filings to indicate the classification conclusion was based on ASC 842-10-25-2(d). Exhibits 3. The certifications provided as Exhibits 31.1 and 31.2 do not include the introductory language in paragraph 4 referring to your internal control over financial reporting. In future filings, please provide certifications that conform exactly to the language set forth in Item 601(b)(31) of Regulation S-K. This comment also applies to your Forms 10-Q. Response: The Company acknowledges to the Staff that it inadvertently omitted the referenced introductory language in paragraph 4 referring to our internal control over financial reporting from the certifications filed as Exhibits 31.1 and 31.2 to the Form 10-K. In response to the Staff’s comment, the Company confirms that it will provide certifications that conform exactly to the language set forth in Item 601(b)(31) of Regulation S-K in its future periodic reports that require such certifications, beginning with the Company’s Form 10-Q for the fiscal quarter ending on March 30, 2025.  *      *      * We thank the Staff for its review of the foregoing. If you have further comments, please feel free to contact our counsel, Jason Cohen by email at JasonCohen@LSEnt.com or by telephone at 212-777-2214 extension 5257.     Sincerely,     /s/ Robert Lavan   Name:  Robert Lavan   Title: Chief Financial Officer   cc: Paul, Weiss, Rifkind, Wharton & Garrison LLP

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<TEXT>
 March 11, 2025

Robert Lavan
Chief Financial Officer
Lucky Strike Entertainment Corporation
7313 Bell Creek Road
Mechanicsville, VA 23111

 Re: Lucky Strike Entertainment Corporation
 Form 10-K for the Fiscal Year Ended June 30, 2024
 File No. 001-40142
Dear Robert Lavan:

 We have reviewed your filing and have the following comment(s).

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year Ended June 30, 2024
Fiscal Year Ended June 30, 2024 Compared to the Fiscal Year Ended July 2, 2023
Selling, general and administrative expenses ("SG&A"), page 25

1. We note that the change in selling, general and administrative expenses
over the
 reporting periods is attributed to several factors. Please expand your
discussion of
 results of operations to quantify the amount of each underlying factor
identified. Refer
 to Item 303(b) of Regulation S-K.
Consolidated Financial Statements
(6) Leases
Disclosures Under the New Lease Accounting Standard ASC 842, page 55

2. Please provide an analysis under ASC 842-10-25-2 for land leases that
you classify as
 a finance lease, including those leases that were modified during fiscal
2023. In this
 regard, to the extent you rely on the duration of the lease to classify
the land lease as a
 finance lease, tell us how you considered the indefinite economic life
of the land to
 support your determination.
 March 11, 2025
Page 2

Exhibits

3. The certifications provided as Exhibits 31.1 and 31.2 do not include the
introductory
 language in paragraph 4 referring to your internal control over
financial reporting. In
 future filings, please provide certifications that conform exactly to
the language set
 forth in Item 601(b)(31) of Regulation S-K. This comment also applies to
your Forms
 10-Q.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Blaise Rhodes at 202-551-3774 or Keira Nakada at
202-551-3659 if
you have any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
March 14, 2023
Thomas Shannon
Chairman and Chief Executive Officer
Bowlero Corp.
7313 Bell Creek Road
Mechanicsville, Virginia 23111
Re:Bowlero Corp.
Form 10-K for Fiscal Year Ended July 3, 2022
File No. 001-40142
Dear Thomas Shannon:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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Document

VIA EDGAR

March 3, 2023

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, NE

Washington, D.C. 20549

Attention: Linda Cvrkel and Angela Lumley

 Re: Bowlero Corp.

Form 10-K for Fiscal Year Ended July 3, 2022

Form 8-K Filed November 16, 2022

File No. 001-40142

Dear Ms. Cvrkel and Ms. Lumley:

Bowlero Corp. (the “Company,” “we,” “our” or “us”) hereby transmits the Company’s response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), on February 17, 2023, regarding our Form 10-K for Fiscal Year Ended July 3, 2022 and Form 8-K, File No. 001-40142, filed on November 16, 2022.

For the Staff’s convenience, we have repeated below the Staff’s comment in bold, and have followed the Staff’s comment with the Company’s response.

Form 8-K filed November 16, 2022

Exhibit 99. 1 Press Release, page 1

1.In your press release you disclose the Non-GAAP measure “Adjusted EBITDA Margin”.  Please revise to disclose the most comparable GAAP measure “Net Loss Margin” with equal or greater prominence in any future press releases. Refer to the guidance in Item 10(e)(1)(i)A of Regulation S-K, Regulation G and Question 102.10 of the Compliance and Disclosure Interpretations Regarding Non-GAAP Measures.

Response:  The Company acknowledges the Staff’s comment and in future filings the Company will disclose the most comparable GAAP measure “Net Loss Margin” with equal or greater prominence to the Non-GAAP measure “Adjusted EBITDA Margin” and will provide a reconciliation of Net Loss Margin to Adjusted EBITDA margin.

2.In your press release, you disclose the Non-GAAP Measure “Center EBITDA”. Please revise to disclose why you believe this measure is meaningful to potential investors as well as the additional purposes, if any, that this measure is used by management. Refer to the guidance in Item 10(e)(1)(i)(C) and (D) of Regulation S-K. Also, as it does not appear that you have adjusted for all SG&A expenses incurred during the periods in arriving at this measure, please explain in further detail how you determined the amounts of the adjustments made for SG&A expenses in arriving at this Non-GAAP measure.

Response:  The Company acknowledges the Staff’s comment and in future filings the Company will disclose why we believe the Non-GAAP measure “Center EBITDA” is meaningful to potential investors, as well as the additional purposes that this measure is used by management, substantially as set forth below:

“Center EBITDA is calculated by (i) adding back to Adjusted EBITDA that portion of the selling, general and administrative expenses which does not directly relate to the operations of our bowling centers and (ii) removing from Adjusted EBITDA income or losses which do not directly relate to the operations of our bowling centers. In addition to the adjustments used to calculate Adjusted EBITDA, items excluded from Center EBITDA include the impact of Media & Other Income, which represents income that does not directly relate to the operations of the bowling centers or the ability of our centers to earn income from bowling, food and beverage sales and amusement games, such as the results related to the Professional Bowlers Association.  In addition, the portion of our SG&A that is added back consists primarily of expenses which do not directly relate to operations of our bowling centers such as compensation and benefits attributable to non-center employees, including multi-unit operations management and corporate employees. Management believes Center EBITDA is meaningful for investors because it isolates the performance of the bowling centers from the influence of other sources of income and the expenses incurred to achieve such other income.  The Company also considers Center EBITDA as an important financial measure because it allows management to gain a deeper understanding of our income generating capacity, particularly in light of our strategy of growing our business through the continued acquisition and build-outs of additional bowling centers. We have presented Center EBITDA solely as a supplemental disclosure because we believe it allows for a more complete analysis of the results of operations of our bowling centers and assists investors in comparing our operating performance across reporting periods on a consistent basis by excluding items that are not indicative of the operating performance of our bowling centers. Center EBITDA has limitations as an analytical tool and investors should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP.  Additionally, Center EBITDA is not indicative of the overall results of Company because of the exclusion of corporate-level expenses and other items not directly related to the operations of the bowling centers.”

To provide in further detail how the Company determines the adjustments made for SG&A expenses in arriving at this Non-GAAP measure, in future filings, the Company will change the relevant line item in the reconciliation from  “SG&A Expense” to “Non-Bowling Center SG&A Expense” and add the following explanatory disclosure:  “Non-Bowling Center SG&A Expense represents that portion of the selling, general and administrative expenses which does not directly relate to the operations of our bowling centers.”

*      *      *

We thank the Staff for its review of the foregoing. If you have further comments, please feel free to contact our counsel, Jason Cohen by email at JasonCohen@BowleroCorp.com or by telephone at 212-777-2214 extension 5257.

  Sincerely,

  /s/ Thomas Shannon

  Name:  Thomas Shannon

  Title: Chairman and Chief Executive Officer

  /s/ Brett Parker

  Name:  Brett Parker

  Title: Chief Financial Officer

cc: Paul, Weiss, Rifkind, Wharton & Garrison LLP

United States securities and exchange commission logo
February 17, 2023
Thomas Shannon
Chairman and Chief Executive Officer
Bowlero Corp.
7313 Bell Creek Road
Mechanicsville, Virginia 23111
Re:Bowlero Corp.
Form 10-K for Fiscal Year Ended July 3, 2022
Form 8-K filed November 16, 2022
File No. 001-40142
Dear Thomas Shannon:
            We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 8-K filed November 16, 2022
Exhibit 99. 1 Press Release, page 1
1.In your press release you disclose the Non-GAAP measure " Adjusted EBITDA Margin".
Please revise to disclose the most comparable GAAP measure "Net Loss Margin" with
equal or greater prominence in any future press releases.  Refer to the guidance in Item
10(e)(1)(i)A of Regulation S-K, Regulation G and Question 102.10 of the Compliance and
Disclosure Interpretations Regarding Non-GAAP Measures.
2.In your press release, you disclose the Non-GAAP Measure "Center EBITDA".  Please
revise to disclose why you believe this measure is meaningful to potential investors as
well as the additional purposes, if any, that this measure is used by management.  Refer to
the guidance in Item 10(e)(1)(i)(C) and (D) of Regulation S-K.  Also, as it does not appear
that you have adjusted for all SG&A expenses incurred during the periods in arriving at
this measure, please explain in further detail how you determined the amounts of the
adjustments made for SG&A expenses in arriving at this Non-GAAP measure.

 FirstName LastNameThomas  Shannon
 Comapany NameBowlero Corp.
 February 17, 2023 Page 2
 FirstName LastName
Thomas  Shannon
Bowlero Corp.
February 17, 2023
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Linda Cvrkel at (202) 551-3813 or Angela Lumley at (202) 551-3398
with any  questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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BOWLERO CORP.

7313 Bell Creek Road

Mechanicsville, Virginia 23111

October 14, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:	Scott Anderegg and Lilyanna Peyser

Bowlero Corp.

Registration Statement on Form S-1

Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities Act
of 1933, as amended, we hereby request that the effective date of the post-effective amendment to the above-captioned Registration
Statement on Form S-1, as amended, file No. 333-262179 (the “Form S-1”) of Bowlero Corp. (the “Company”) be
accelerated to October 17, 2022 at 4:00 p.m., Eastern Standard Time, or as soon thereafter as may be practicable.

We understand that the Staff will consider
this request as confirmation by the Company of its awareness of its responsibilities under the federal securities laws as they
relate to the issuance of the securities covered by the Form S-1. If you have any questions regarding the foregoing, please contact
David S. Huntington of Paul, Weiss, Rifkind, Wharton & Garrison LLP at (212) 373-3124.

*       *       *

    Very truly yours,

    By:
    /s/ Jason Cohen

    Name:  Jason Cohen
Title: Chief Legal Officer

[Signature Page to Acceleration Request]

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Bowlero Corp.

7313 Bell Creek Road

Mechanicsville

Virginia, 23111

VIA EDGAR

October 12, 2022

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, NE

Washington, D.C. 20549

Attention: Scott Anderegg and Lilyanna Peyser

 Re: Bowlero Corp.

Post-Effective Amendment No. 1 to Form S-1

Filed September 26, 2022

File No. 333-262179

Dear Mr. Anderegg and Ms. Peyser:

Bowlero Corp. (the “Company,” “we,”
“our” or “us”) hereby transmits the Company’s response to the comment letter received from
the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), on October
4, 2022, regarding our Post-Effective Amendment No. 1 to Form S-1, File No. 333-262179, filed with the Commission on September 26, 2022.

For the Staff’s convenience, we have repeated
below the Staff’s comment in bold, and have followed the Staff’s comment with the Company’s response.

General

 1. We note that this post-effective amendment was filed to add Exhibit No. 23.2, Consent of KPMG LLP. It does not appear that an exhibits-only
post-effective amendment is permissible, as Securities Act Rule 472(b) requires that "[e]very amendment which relates to a prospectus
shall include copies of the prospectus as amended." Please revise to include a complete prospectus that includes all of the disclosure
required by Part I of Form S-1, updated to include current financial statements and to reflect the disclosure as of the date of the post-effective
amendment. We further note that your Prospectus Supplement No. 6 filed on September 15, 2022 includes audited financial statements for
the years ended July 3, 2022 and June 27, 2021, however, because the incorporation of your Form 10-K into the Form S-1 appears to act
as a Section 10(a)(3) update, this information is required to be included in a post-effective amendment pursuant to Item 512(a)(1) of
Regulation S-K. Please advise. Refer to Securities Act Forms Compliance and Disclosure Interpretations 113.02 and 113.08.

Response: The Company acknowledges the Staff’s comment
and contemporaneously with the submission of this letter, the Company is filing with the Commission Post-Effective Amendment No. 2 to
Form S-1, File No. 333-262179 (the “Amendment”), which contains a complete prospectus that includes all of the disclosure
required by Part I of Form S-1, updated to include current financial statements and to reflect the disclosure as of the date of the Amendment.

*      *      *

We thank the Staff for its review of the
foregoing and the Amendment. If you have further comments, please feel free to contact our counsel, David S. Huntington by email at dhuntington@paulweiss.com
or by telephone at (212) 373-3214

    Sincerely,

    /s/ Jason Cohen

    Name:
    Jason Cohen

    Title:
    Chief Legal Officer

cc: Paul, Weiss, Rifkind, Wharton &
Garrison LLP

United States securities and exchange commission logo
October 4, 2022
Thomas F. Shannon
Chief Executive Officer
Bowlero Corp.
7313 Bell Creek Road
Mechanicsville, VA 23111
Re:Bowlero Corp.
Post-Effective Amendment No. 1 to Form S-1
Filed September 26, 2022
File No. 333-262179
Dear Thomas F. Shannon:
            We have reviewed your post-effective amendment and have the following comment.  In
some our comment, we may ask you to provide us with information so we may better understand
your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.
Post-Effective Amendment No. 1 to Form S-1 Filed September 26, 2022
General
1.We note that this post-effective amendment was filed to add Exhibit No. 23.2, Consent of
KPMG LLP. It does not appear that an exhibits-only post-effective amendment is
permissible, as Securities Act Rule 472(b) requires that "[e]very amendment which relates
to a prospectus shall include copies of the prospectus as amended." Please revise to
include a complete prospectus that includes all of the disclosure required by Part I of Form
S-1, updated to include current financial statements and to reflect the disclosure as of the
date of the post-effective amendment.  We further note that your Prospectus Supplement
No. 6 filed on September 15, 2022 includes audited financial statements for the years
ended July 3, 2022 and June 27, 2021, however, because the incorporation of your Form
10-K into the Form S-1 appears to act as a Section 10(a)(3) update, this information is

 FirstName LastNameThomas F. Shannon
 Comapany NameBowlero Corp.
 October 4, 2022 Page 2
 FirstName LastName
Thomas F. Shannon
Bowlero Corp.
October 4, 2022
Page 2
required to be included in a post-effective amendment pursuant to Item 512(a)(1) of
Regulation S-K.  Please advise.  Refer to Securities Act Forms Compliance and
Disclosure Interpretations 113.02 and 113.08.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Scott Anderegg at 202-551-3342 or Lilyanna Peyser at 202-551-3222 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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BOWLERO CORP.

7313 Bell Creek Road

Mechanicsville, Virginia 23111

January 28, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:	Nicholas Lamparski

Bowlero Corp.

Registration Statement on Form S-1

Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities Act of
1933, as amended, we hereby request that the effective date of the above-captioned Registration Statement on Form S-1, as amended, file
No. 333-262179 (the “S-1”) of Bowlero Corp. (the “Company”) be accelerated to January 31, 2022 at 4:00 p.m., Eastern
Standard Time, or as soon thereafter as may be practicable.

We understand that the Staff will consider this
request as confirmation by the Company of its awareness of its responsibilities under the federal securities laws as they relate to the
issuance of the securities covered by the S-1. If you have any questions regarding the foregoing, please contact David S. Huntington of
Paul, Weiss, Rifkind, Wharton & Garrison LLP at (212) 373-3124.

*	*	*

  Very truly yours,

  By:
  /s/ Brett I.
Parker

  Name:  Brett I. Parker

  Title: President & Chief Financial Officer

    [Signature Page to Acceleration Request]

United States securities and exchange commission logo
January 21, 2022
Thomas Shannon
Chief Executive Officer
Bowlero Corp.
7313 Bell Creek Road
Mechanicsville
Virginia, 23111
Re:Bowlero Corp.
Registration Statement on Form S-1
Filed January 14, 2022
File No. 333-262179
Dear Mr. Shannon:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Nicholas Lamparski at 202-551-4695 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       David Huntington

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Isos Acquisition Corporation

55 Post Road West, Suite 200

Westport, CT 06880

November 19, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C., 20549

Attention: Don Field

Re: Isos Acquisition Corporation

Registration Statement on Form S-4

Filed July 22, 2021, as amended

File No. 333-258080

Dear Mr. Field:

Pursuant to Rule 461 under the Securities Act of
1933, as amended, Isos Acquisition Corporation hereby requests acceleration of effectiveness of the above referenced Registration Statement
so that it will become effective at 4:30 p.m. ET on Friday, November 19, 2021, or as soon as thereafter practicable.

We request that we be notified of such effectiveness
by a telephone call to Javad Husain of Hughes Hubbard & Reed LLP at (857) 225-6204 and that such effectiveness also be confirmed in
writing.

    Very truly yours,

    /s/ Winston Meade

    Name:
    Winston Meade

    Title:
    Chief Financial Officer

cc: Hughes Hubbard & Reed LLP

Paul, Weiss, Rifkind, Wharton &

Garrison LLP

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Isos Acquisition
Corporation

55 Post Road
West, Suite 200

Westport, CT
06880

VIA EDGAR

November 8, 2021

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, NE

Washington, D.C. 20549

Attention: Aamira Chaudhry, Adam Phippen, Donald Field and Jacqueline
Kaufman

    Re:
    Isos Acquisition Corporation

Amendment No. 3 to Registration Statement on
Form S-4

Filed November 1, 2021

File No. 333-258080

Dear Staff Member:

Isos Acquisition Corporation (the “Company,”
“we,” “our” or “us”) hereby transmits the Company’s response to the comment
letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”),
on November 5, 2021, regarding our Amendment No. 3 to Registration Statement on Form S-4, File No. 333-258080, filed with the Commission
on November 1, 2021.

For the Staff’s convenience, we have repeated below
the Staff’s comment in bold, and have followed the Staff’s comment with the Company’s response. Disclosure changes made
in response to the Staff’s comments have been made in Amendment No. 4 to the Registration Statement on Form S-4 (the “Amendment”),
which is being filed with the Commission contemporaneously with the submission of this letter.

Legal Proceedings; page 188

    1.

    We are aware that certain former employees of Bowlero have filed charges with the U.S. Equal Employment Opportunity Commission alleging certain unlawful employment practices and discrimination. Please advise what consideration you have given to disclosing these charges pursuant to Item 103 of Regulation S-K.

Response: The Company acknowledges the Staff’s comment.
The disclosure on page 188 of the Amendment has been revised to provide specific details regarding such EEOC claims, as well as (as provided
under Item 103 of Regulation S-K), to state that Bowlero believes such claims to be claims made in the ordinary course without substantive
merit, and that accordingly do not pose a material risk to its business or operations.

Covenant Compliance; Existing First Lien Credit Agreement,
page 198

    2.

    We note your response to our prior comment number 6. Please tell us and revise to disclose explicitly why a waiver was needed. If true, please revise to disclose that you were not in compliance with or would not have been in compliance with the covenants without the waiver and revise to disclose which exact covenants you were not in compliance with. Additionally, please disclose what your First Lien Leverage Ratio and Total Leverage Ratio were for the covenant period ending June 30, 2021.

Response: The Company acknowledges the Staff’s comment.
The disclosure on page 199 of the Amendment has been revised to disclose that absent the waiver of Bowlero’s First Lien Leverage
Ratio maintenance covenant in the amendment, Bowlero would not have been in compliance with the First Lien Leverage Ratio maintenance
covenant calculated on the last day of our fiscal quarters ended September 27, 2020, December 27, 2020, or March 28, 2021, and our fiscal
year ended June 27, 2021.

The disclosure on page 199 of the Amendment has also been
revised to specifically state that, during the same time period, Bowlero was prohibited from making restricted payments and certain investments
because its Total Leverage Ratio exceeded the maximum Total Leverage Ratio which would have allowed for such restricted payments and investments.

The disclosure on page 199 of the Amendment has also been
revised to specifically state Bowlero’s First Lien Leverage Ratio and Total Leverage Ratio as of September 27, 2020, December 27,
2020, March 28, 2021 and June 27, 2021.

    3.
    We note your response to our prior comment number 4. However, it appears that you have only partially addressed our comment. Please revise to disclose the amount or limit required for compliance with the Total Leverage Ratio covenant calculated using Covenant Adjusted EBITDA.

Response: The Company acknowledges the Staff’s comment.
The disclosure on pages 198-199 has been revised to provide additional detail on Bowlero’s Total Leverage Ratio incurrence covenant;
more specifically, to state that Bowlero is permitted to make certain restricted payments where the Total Leverage Ratio is no more than
4 to 1, and to make certain restricted investments where the Total Leverage Ratio is no more than 4.25 to 1.

Reconciliation of Net Income to Covenant Adjusted EBITDA, page 199

    4.
    We note your response to our prior comment number 5. Your response states that “Covenant Adjusted EBITDA better reflects the Company’s ability to generate cash from operations without the variability from changes in working capital.” This indicates that the measure is being used as a measure of liquidity. Additionally, the measure is presented as a material term of your Existing First Lien Credit Agreement, which directly impacts your liquidity. Accordingly, please revise to remove references to Covenant Adjusted EBITDA as a performance or profitability measure and state explicitly that it is a liquidity measure.

Response: The Company acknowledges the Staff’s
comment. The disclosure on page 199 of the Amendment has been revised to explicitly state the Covenant Adjusted EBITDA is a liquidity
measure and to remove references to Covenant Adjusted EBITDA as a performance or profitability measure.

    5.

    We note from your response to our prior comment number 5 and from your revised disclosure that the lender temporarily replaced certain financial covenants that were based on Covenant Adjusted EBITDA with separate liquidity tests including maintaining total liquidity of not less than $20 million. Please revise to disclose any other liquidity test requirements and explicitly state whether or not you are in compliance with these requirements.

Response: The Company acknowledges the Staff’s
comment. The disclosure on page 199 of the Amendment has been revised to explicitly state that the only liquidity test Bowlero is required
to satisfy under the covenant waiver requires Total Liquidity of not less than $20 million, calculated on each business day and certified
monthly, and that Bowlero has been and continues to be in compliance with such test. The disclosure on page 199 has been further revised
to explicitly state that if Bowlero failed to satisfy the Total Liquidity test, it would avoid a default under the covenant waiver as
long as, on business day on which it failed the Total Liquidity Test, its Core Liquidity was at least $20 million, and that Bowlero has
also been and continues to be in compliance with such alternative test.

*           *           *

    2

We thank the Staff for its review of the
foregoing and the Amendment. If you have questions regarding the foregoing comments, please feel free to contact our counsel, Gary J.
Simon by email at gary.simon@hugheshubbard.com or by telephone at (212) 837-6770.

    Sincerely,

    /s/ George Barrios

    Name:
    George Barrios

    Title:
    Co-Chief Executive Officer

    /s/ Michelle Wilson

    Name:
    Michelle Wilson

    Title:
    Co-Chief Executive Officer

    cc:
    Hughes Hubbard & Reed LLP

    Paul, Weiss, Rifkind, Wharton & Garrison LLP

3

CORRESP
1
filename1.htm

Isos Acquisition Corporation

55 Post Road West, Suite 200

Westport, CT 06880

November 8, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C., 20549

Attention: Don Field

Re: Isos Acquisition Corporation

Registration Statement on Form S-4

Filed July 22, 2021, as amended

File No. 333-258080

Dear Mr. Field:

Pursuant to Rule 461 under the Securities Act of
1933, as amended, Isos Acquisition Corporation hereby requests acceleration of effectiveness of the above referenced Registration Statement
so that it will become effective at 5:00 p.m. ET on Monday, November 8, 2021, or as soon as thereafter practicable.

We request that we be notified of such effectiveness
by a telephone call to Javad Husain of Hughes Hubbard & Reed LLP at (857) 225-6204 and that such effectiveness also be confirmed in
writing.

    Very truly yours,

    /s/ Winston Meade

    Name:
    Winston Meade

    Title:
    Chief Financial Officer

cc: Hughes Hubbard & Reed LLP

Paul, Weiss, Rifkind, Wharton &

Garrison LLP

United States securities and exchange commission logo
November 5, 2021
Michelle Wilson
Co-Chief Executive Officer
Isos Acquisition Corporation
55 Post Road West, Suite 200
Westport, CT 06880
Re:Isos Acquisition Corporation
Amendment No. 3 to Registration Statement on Form S-4
Filed November 1, 2021
File No. 333-258080
Dear Ms. Wilson:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our October 29, 2021 letter.
Amendment No. 3 to Registration Statement on Form S-4
Legal Proceedings, page 188
1.We are aware that certain former employees of Bowlero have filed charges with the U.S.
Equal Employment Opportunity Commission alleging certain unlawful employment
practices and discrimination.  Please advise what consideration you have given to
disclosing these charges pursuant to Item 103 of Regulation S-K.

 FirstName LastNameMichelle Wilson
 Comapany NameIsos Acquisition Corporation
 November 5, 2021 Page 2
 FirstName LastName
Michelle Wilson
Isos Acquisition Corporation
November 5, 2021
Page 2
Covenant Compliance
Existing First Lien Credit Agreement, page 198
2.We note your response to our prior comment number 6.  Please tell us and revise to
disclose explicitly why a waiver was needed.  If true, please revise to disclose that you
were not in compliance with or would not have been in compliance with the
covenants without the waiver and revise to disclose which exact covenants you were not
in compliance with.  Additionally, please disclose what your First Lien Leverage Ratio
and Total Leverage Ratio were for the covenant period ending June 30, 2021.
3.We note your response to our prior comment number 4.  However, it appears that you
have only partially addressed our comment.  Please revise to disclose the amount or limit
required for compliance with the Total Leverage Ratio covenant calculated using
Covenant Adjusted EBITDA.
Reconciliation of Net Income to Covenant Adjusted EBITDA, page 199
4.We note your response to our prior comment number 5.  Your response states that
"Covenant Adjusted EBITDA better reflects the Company’s ability to generate cash from
operations without the variability from changes in working capital."  This indicates that
the measure is being used as a measure of liquidity.  Additionally, the measure is
presented as a material term of your Existing First Lien Credit Agreement, which
directly impacts your liquidity.  Accordingly, please revise to remove
references to Covenant Adjusted EBITDA as a performance or profitability measure and
state explicitly that it is a liquidity measure.
5.We note from your response to our prior comment number 5 and from your revised
disclosure that the lender temporarily replaced certain financial covenants that were based
on Covenant Adjusted EBITDA with separate liquidity tests including maintaining total
liquidity of not less than $20 million.  Please revise to disclose any other liquidity test
requirements and explicitly state whether or not you are in compliance with these
requirements.
            You may contact Aamira Chaudhry at 202-551-3389 or Adam Phippen at 202-551-3336
if you have questions regarding comments on the financial statements and related
matters.  Please contact Donald Field at 202-551-3680 or Jacqueline Kaufman at 202-551-3797
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

Isos
Acquisition Corporation

55
Post Road West, Suite 200

Westport,
CT 06880

VIA
EDGAR

November
1, 2021

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Trade & Services

100
F Street, NE

Washington,
D.C. 20549

Attention:
Aamira Chaudhry

 Re: Isos
Acquisition Corporation

Amendment
No. 2 to Registration Statement on Form S-4

Filed
October 18, 2021

File
No. 333-258080

Dear
Ms Chaudhry:

Isos
Acquisition Corporation (the “Company,” “we,” “our” or “us”)
hereby transmits the Company’s response to the comment letter received from the staff (the “Staff”) of the U.S.
Securities and Exchange Commission (the “Commission”), on October 29, 2021, regarding our Amendment No. 2 to Registration
Statement on Form S-4, File No. 333-258080, filed with the Commission on October 18, 2021.

For
the Staff’s convenience, we have repeated below the Staff’s comment in bold, and have followed the Staff’s comment
with the Company’s response. Disclosure changes made in response to the Staff’s comments have been made in Amendment No.
3 to the Registration Statement on Form S-4 (the “Amendment”), which is being filed with the Commission contemporaneously
with the submission of this letter.

Proven
Business Model, page 186

 1. We
note your response to our prior comment 3 and reissue in part. Please revise to balance the discussion with your results of operation
as reflected in the included financial statements. Please disclose the most recent average revenue growth rates, overall and on a same-store
basis, for the periods reflected in your financial statements. In this regard, we note that you have selected various periods which don't
correspond to the included financial statements. The company's results of operation as reflected in the included financial statements
should be presented with equal prominence.

Response: The Company acknowledges the Staff’s comment and the
disclosure on pages 186-187 of the Amendment has been revised accordingly.

Reconciliation
of Net Income to Covenant Adjusted EBITDA, page 198

 2. If
true, please revise to explicitly state that the covenant or covenants calculated using Covenant Adjusted EBITDA are material terms of
the credit agreement.

Response: The credit agreement covenants that use Covenant Adjusted
EBITDA are material terms of Bolwero’s Existing First Lien Credit Agreement, and the disclosure on pages 198-199 of the Amendment
has been revised to explicitly include such a statement.

 3. If
true, please explicitly state that Covenant Adjusted EBITDA is calculated and disclosed exactly as defined by the Existing First Lien
Credit Agreement.

Response: Covenant Adjusted EBITDA as presented in the Amendment is
calculated and disclosed exactly as “Consolidated Adjusted EBITDA” is defined in the Existing First Lien Credit Agreement,
and the disclosure on page 199 of the Amendment has been revised to explicitly include such a statement.

 4. Please
revise to disclose the amount or limit required for compliance with the covenants calculated using Covenant Adjusted EBITDA.

Response:
The Company acknowledges the Staff’s comment and the disclosure on pages 198-199 of the Amendment has been revised accordingly.

 5. Please
revise to explicitly disclose that Covenant Adjusted EBITDA is a liquidity measure. If not, please explain to us in detail. If so, please
revise to reconcile to operating cash flow.

Response: Covenant Adjusted EBITDA is used by lenders under Bowlero’s
Existing First Lien Credit Agreement primarily as a measure of operating profitability and not as a measure of liquidity, as Covenant Adjusted EBITDA better reflects the Company’s ability
to generate cash from operations without the variability from changes in working capital. For this reason,
Bowlero believes that it is most appropriate and informative to investors to reconcile Covenant Adjusted EBITDA to net income (loss).
That approach is also consistent with the method of calculating Covenant Adjusted EBITDA under the Existing First Lien Credit Agreement.
Further, it is relevant to note that in connection with the amendment to the Existing First Lien Credit Agreement that was implemented
in June 2020 as a result of the impact of the COVID-19 pandemic, Bowlero and its lenders temporarily replaced certain financial covenants
that were based on Covenant Adjusted EBITDA as an operating metric with separate liquidity tests. The disclosure on page 199 of the Amendment
has been revised accordingly.

 6. We
note that on June 10, 2020, you entered into an amendment to the Existing First Lien Credit Agreement that provided you a Covenant Waiver.
Please tell us and revise to disclose why a waiver was needed.

Response: The Company acknowledges the Staff’s comment
 and the disclosure on page 199 of the Amendment has been revised accordingly.

 7. Please
revise to disclose the actual or reasonably likely effects of compliance or non-compliance with the covenant on your financial condition
and liquidity.

Response: The Company acknowledges the Staff’s comment
and the disclosure on pages 42 and 199 of the Amendment has been revised accordingly.

(2)
Significant Accounting Policies, page F-42

 8. Please
disclose your accounting policy for loss contingencies. Refer to ASC 235-10-50.

Response: The Company acknowledges the Staff’s comment
and the disclosure on page F-49 of the Amendment has been revised accordingly.

 9. We
reviewed your response to comment 14. On page F-59 you disclose that you, "do not have any current liabilities for [y]our center
leases because the rental payments are less than the interest accretion on the liability," Please tell us and reference your basis
in GAAP for not having any current liabilities for your center leases.

Response:
The Company acknowledges the Staff’s comment. Bowlero considered Topic 470 (Debt), Topic 210 (Balance Sheet), Topic 840 (Leases),
and the relevant interpretative guidance when determining the current portion of liabilities for capital leases. ASC 470-10-60-4 refers
to Topic 840 for guidance on the classification of obligations under capital leases. While there is diversity in practice, Bowlero primarily
considered ASC 840-30-45-2, which states that companies should follow the same considerations as other obligations when classifying capital
lease obligations with current and noncurrent liabilities. Since Bowlero’s capital lease obligations are recorded at the present
value of the future minimum lease payments, the balance changes based on the difference between interest expense and cash rent. Bowlero’s
leases contain significant escalations which results in the amortization of the capital lease liability to be all interest expense during
the earlier periods. There are a number of approaches in determining the current portion of a capital lease obligation (similar to amortizing
loans) and Bowlero concluded the current liability should be measured as the total principal payments in the amortization schedule that
are due within 12 months from the balance sheet date (which was $0 at June 27, 2021 and June 28, 2020), because it considers this to be more useful and
consistent with reporting debt.

*      *      *

We
thank the Staff for its review of the foregoing and the Amendment. If you have further comments, please feel free to contact our counsel,
Gary J. Simon by email at gary.simon@hugheshubbard.com or by telephone at (212) 837-6770.

    Sincerely,

    /s/
    George Barrios

    Name:
    George Barrios

    Title:
    Co-Chief Executive Officer

    /s/
    Michelle Wilson

    Name:
    Michelle Wilson

    Title:
    Co-Chief Executive Officer

    cc:
    Hughes Hubbard
    & Reed LLP

    Paul, Weiss, Rifkind, Wharton &
    Garrison LLP

United States securities and exchange commission logo
October 29, 2021
Michelle Wilson
Co-Chief Executive Officer
Isos Acquisition Corporation
55 Post Road West, Suite 200
Westport, CT 06880
Re:Isos Acquisition Corporation
Amendment No. 2 to Registration Statement on Form S-4
Filed October 18, 2021
File No. 333-258080
Dear Ms. Wilson:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our October 8, 2021 letter.
Amendment No. 2 to Registration Statement on Form S-4
Proven Business Model, page 186
1.We note your response to our prior comment 3 and reissue in part.  Please revise to
balance the discussion with your results of operation as reflected in the included financial
statements.  Please disclose the most recent average revenue growth rates, overall and on a
same-store basis, for the periods reflected in your financial statements.  In this regard, we
note that you have selected various periods which don't correspond to the included
financial statements.  The company's results of operation as reflected in the included
financial statements should be presented with equal prominence.

 FirstName LastNameMichelle Wilson
 Comapany NameIsos Acquisition Corporation
 October 29, 2021 Page 2
 FirstName LastName
Michelle Wilson
Isos Acquisition Corporation
October 29, 2021
Page 2
Reconciliation of Net Income to Covenant Adjusted EBITDA, page 198
2.If true, please revise to explicitly state that the covenant or covenants calculated using
Covenant Adjusted EBITDA are material terms of the credit agreement.
3.If true, please explicitly state that Covenant Adjusted EBITDA is calculated and
disclosed exactly as defined by the Existing First Lien Credit Agreement.
4.Please revise to disclose the amount or limit required for compliance with the covenants
calculated using Covenant Adjusted EBITDA.
5.Please revise to explicitly disclose that Covenant Adjusted EBITDA is a liquidity
measure.  If not, please explain to us in detail.  If so, please revise to reconcile to
operating cash flow.
6.We note that on June 10, 2020, you entered into an amendment to the Existing First Lien
Credit Agreement that provided you a Covenant Waiver.  Please tell us and revise to
disclose why a waiver was needed.
7.Please revise to disclose the actual or reasonably likely effects of compliance or non-
compliance with the covenant on your financial condition and liquidity.
(2) Significant Accounting Policies, page F-42
8.Please disclose your accounting policy for loss contingencies.  Refer to ASC 235-10-50.
(10) Commitments and Contingencies, page F-58
9.We reviewed your response to comment 14.  On page F-59 you disclose that you, "do not
have any current liabilities for [y]our center leases because the rental payments are less
than the interest accretion on the liability,"  Please tell us and reference your basis in
GAAP for not having any current liabilities for your center leases.
            You may contact Aamira Chaudhry at 202-551-3389 or Adam Phippen at 202-551-3336
if you have questions regarding comments on the financial statements and related
matters.  Please contact Donald Field at 202-551-3680 or Jacqueline Kaufman at 202-551-3797
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

Isos
Acquisition Corporation

55
Post Road West, Suite 200

Westport,
CT 06880

VIA
EDGAR

October
15, 2021

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Trade & Services

100
F Street, NE

Washington,
D.C. 20549

Attention:
Donald Field

Re: Isos
Acquisition Corporation

  Amendment
No. 1 to Registration Statement on Form S-4

  Filed
September 20, 2021

  File
No. 333-258080

Dear
Mr. Field:

Isos
Acquisition Corporation (the “Company,” “we,” “our” or “us”)
hereby transmits the Company’s response to the comment letter received from the staff (the “Staff”) of the U.S.
Securities and Exchange Commission (the “Commission”), on October 8, 2021, regarding our Amendment No. 1 to Registration
Statement on Form S-4, File No. 333-258080, filed with the Commission on September 20, 2021.

For
the Staff’s convenience, we have repeated below the Staff’s comment in bold, and have followed the Staff’s comment
with the Company’s response. Disclosure changes made in response to the Staff’s comments have been made in Amendment No.
2 to the Registration Statement on Form S-4 (the “Amendment”), which is being filed with the Commission contemporaneously
with the submission of this letter.

Interests
of the Sponsor Related Persons in the Business Combination, page 27

    1.
    We
    note your response to our prior comment 9 and reissue in part. Please revise the fourth bullet to quantify the related persons equity
    position in New Bowlero and its relative value in terms of the overall transaction. Additionally, to the extent quantifiable and
    taking into consideration reasonable assumptions, please include the related persons rate of return on their initial investment in
    Isos.

Response: The Company acknowledges the
Staff’s comment and has revised its disclosure on pages 27, 53 and 121 accordingly, including to disclose that the Sponsor and
LionTree may earn a positive rate of return on their investment even if other shareholders experience a negative rate of return. We respectfully
advise the Staff that is not practicable to quantify the related persons’ rate of return because, amongst other things, the timing
(including as a result of the twelve-month lockup applicable to the founder shares) and price at which the Sponsor and/or LionTree sell
New Bowlero securities is uncertain, both of which would have a material impact on the applicable rate of return. In addition, the Sponsor
and LionTree will be required to forfeit shares in connection with the business combination, and the total number of shares each will
be required to forfeit will not be known until the earlier of five years post-closing, and the date on which the applicable earnout target
is satisfied. Any such forfeitures of shares would also have a material impact on the related persons’ rate of return.

Our
certificate of incorporation will provide that the Court of Chancery of the State of Delaware will be the sole and exclusive forum,
page 66

    2.
    We
    note your response to our prior comment 13 and reissue in part. We note your disclosure in the first paragraph that the federal district
    courts of the United States will be the exclusive forum for the resolution of any claims arising under the Securities Act, the Exchange
    Act, or any other claim for which federal courts have exclusive jurisdiction. We also note that this disclosure differs from Article
    X of Annex B. Please reconcile and ensure that the exclusive forum provision in your governing documents addresses Exchange Act applicability.

Response:
The Company acknowledges the Staff’s comment and has revised its disclosure on page B-9 of the Amendment
accordingly.

Proven
Business Model, page 186

    3.
    We
    note your response to our prior comment 20 and reissue. Please revise to balance the discussion with your results of operation since
    March 2020 and as reflected in the included financial statements. Please disclose the most recent average revenue growth rates, overall
    and on a same-store basis, for the periods reflected in your financial statements.

Response:
The Company acknowledges the Staff’s comment and the disclosure on pages 186-187, 191 and 196 of the Amendment has been revised
accordingly.

Management’s
Discussion and Analysis of Financial Condition and Results of Operations of Bowlero Trends, page 192

    4.
    We
    note your response to our prior comment number 21. Please explain to us in detail why you believe the adjustment for closed center
    EBITDA used in calculating Adjusted EBITDA is appropriate in light of your history of closing stores for a variety of reasons and
    growth strategy. Please refer to Question 100.01 of the SEC Staff’s Compliance and Disclosure Interpretations on Non-GAAP Financial
    Measures.

Response: Bowlero Corp. (“Bowlero”) believes
the adjustment to remove closed center EBITDA in calculating Adjusted EBITDA is consistent with the Staff’s guidance in Question
100.01 of the SEC Staff’s Compliance and Disclosure Interpretations on Non-GAAP Financial Measures because the adjustment does not reflect
normal, recurring changes in Bowlero’s business. Bowlero has completed a rationalization of centers and does not expect significant
center closures in the future. As such, Bowlero believes this adjustment is helpful to the users of the financial statements to understand
and evaluate Bowlero’s operating results. It is further noted that the adjustment for closed center EBITDA includes both EBITDA
earnings and EBITDA losses, and Adjusted EBITDA without closed centers provides a pure measure of the Adjusted EBITDA for open centers.
For these reasons, Bowlero believes that the adjustments in question are appropriate and do not cause
its presentation of Adjusted EBITDA to be misleading.

    5.
    We
    note your response to our prior comment number 22. You state that “Contra rent expense is an adjustment to report rent expense
    on a cash basis.” By making this adjustment you are substituting an individually tailored recognition and measurement method
    to record rent expense instead of GAAP rent expense which is prohibited by Question 100.04 of the Staff’s Compliance and Disclosure
    Interpretations on Non-GAAP Financial Measures. Accordingly, please revise to remove this adjustment.

Response: The Company acknowledges the Staff’s comment
and the disclosure on pages 194-195 of the Amendment has been revised to remove the adjustment for contra rent expenses.

    2

Issuance
to Atairos, page 20

    6.
    We
    note your response to our prior comment number 23. You state that optimization runrate savings are pro forma type projections related
    to various cost savings initiatives including for certain actions that have not been taken yet. By definition non-GAAP measures are
    numerical measures of historical or future financial performance, financial position, or cash flow that exclude amounts included
    in, or include amounts excluded from, the most directly comparable GAAP measure. As optimization runrate savings are projections
    and not historical results they do not comply with the definition or related requirements. Please revise your disclosure to remove
    this adjustment or advise. Please refer to Item 10(e)(2) of Regulation S-K for further guidance.

Response: The Company acknowledges the Staff’s comment and the
disclosure on pages 194-195 of the Amendment has been revised to remove this adjustment.

    7.
    We
    note your response to our prior comment number 24. You state that De novo adjustments and renovated facility adjustments are annualized
    projections of EBITDA for these types of facilities. By definition non-GAAP measures are numerical measures of historical or future
    financial performance, financial position, or cash flow that exclude amounts included in, or include amounts excluded from, the most
    directly comparable GAAP measure. As De novo adjustments and renovated facility adjustments are projections and not historical results
    they do not comply with the definition or related requirements. Please revise your disclosure to remove these adjustments or advise.
    Please refer to Item 10(e)(2) of Regulation S-K for further guidance.

Response: The Company acknowledges the Staff’s comment
and the disclosure on pages 194-195 of the Amendment has been revised to remove this adjustment.

    8.
    We
    note your response to our prior comment number 25. The last part of your revised disclosure states “in the case of any such
    charge, the results of any such action relating to such charge are projected by in good faith to be achieved within 24 months of
    the undertaking.” Please clarify for us whether these are actual charges incurred or projected charges. To the extent they are
    actual charges, please explain why these aren’t normal, recurring, cash operating expenses necessary to operate your business. Please
    refer to Question 100.01 of the SEC Staff’s Compliance and Disclosure Interpretations on Non-GAAP Financial Measures.

Response: These are actual charges which are not considered normal
operating expenses required to operate the business. Bowlero has considered the guidance in Question 101.01 of the SEC Staff’s Compliance
and Disclosure Interpretations on Non-GAAP Financial Measures, and since these costs relate to, among other things, implementation of
new initiatives, business optimization and other such activities, Bowlero does not consider these normal recurring costs in running its
centers and accordingly believes retaining this adjustment makes the presentation of Adjusted EBITDA more useful to the readers of the
financial statements. Bowlero has revised the disclosure on pages 194-195 of the Amendment.

    9.
    We
    note your response to our prior comment number 25. Please tell and disclose specifically what the “Extraordinary unusual non-recurring
    losses (gains)” adjustments are in the June 28, 2020 and the September 27, 2020 periods.

Response: Adjustments for extraordinary unusual non-recurring
items include both gains and losses. For Adjusted EBITDA purposes as previously presented, business interruption proceeds of $20.2 million
were recognized by Bowlero in the fourth fiscal quarter ended June 28, 2020, and the subsequent adjustment in the first fiscal quarter
ended September 27, 2020 was to remove the business interruption previously recognized for Adjusted EBITDA purposes for payments received
in fiscal 2021. After consideration the Staff’s comments, these amounts have been removed from this adjustment for the quarters
ended June 28 and September 27, 2020.

    10.
    As
    your measure of “EBITDA” is adjusted for additional items other than interest, taxes and depreciation and amortization,
    please revise your disclosure to retitle this measure or remove it. Please see Question 103.01 of the Staff’s Compliance and
    Disclosure Interpretations on Non-GAAP Financial Measures for further guidance.

Response: The Company acknowledges the Staff’s comment
and the disclosure on pages 194-195 of the Amendment has been revised accordingly.

    3

Critical
Accounting Estimates

Goodwill Impairment, page 200

    11.
    We
    note your revised disclosure in response to our prior comment number 32. It appears that you left out the words “fair value.”
    Please revise your disclosure to explicitly state that, “Our one reporting unit’s fair value is substantially in excess of carrying
    value and not considered at risk of failing.”

Response:
The Company acknowledges the Staff’s comment and the disclosure on page 202 of the Amendment has been revised accordingly.

Bowlero
Corp. Consolidated Statements of Operations, page F-38

    12.
    We
    reviewed your response to comment 34. Please tell us your consideration of the guidance at Rules 5-03.7, .8 and .9 of Regulation
    S-X when classifying the loss on refinance of debt and gain on sale of short-term investments. In doing so, explain whether the loss
    on refinance of debt is akin to interest.

Response: Bowlero considered the guidance at Rules
5-03 of Regulation S-X and determined that the loss on the refinancing of debt was correctly classified as an operating expense. The
loss recognized relates to arrangement fees, attorney fees and other related costs related to the modification of Bowlero’s
debt agreement. Bowlero does not believe these costs to be akin to interest and it has classified these costs in accordance with
Rule 5-03.06 to other general expenses.

Bowlero considered the guidance at Rules 5-03 of Regulation
S-X and determined that the gain on sale of short term investments is correctly classified within operating income (loss). Bowlero made
a strategic investment in a possible acquisition target which operates in the same business as Bowlero. After acquiring the shares, Bowlero
determined not to pursue the acquisition and the shares were sold at a gain. The gain on sale of short-term investments was treated as
an operating item since it directly related to a strategic acquisition target. Bowlero does not invest or trade in equity securities for
the purpose of obtaining a return on investment.

Bowlero
Corp. Notes to Consolidated Financial Statements

Note
1. Organization and Impact of COVID-19, page F-42

    13.
    We
    note your response to our prior comment number 35. We note your revised disclosure on page F-65 which states “Our CODM assesses
    performance based on consolidated as well as bowling center-level revenue and operating profit.” Please tell us whether your
    AMF and Brunswick and the Bowlmor and Bowlero bowling centers have similar economic characteristics.

Response: As previously noted, Bowlero has identified one
operating segment, operating a bowling entertainment business. Bowlero Corp.’s CODM reviews the consolidated results of the operating
segment and also assesses the performance of the individual centers by reviewing center-level operating results. The AMF, Brunswick, Bowlmor
and Bowlero bowling centers have similar economic characteristics. Supporting this assertion, Bowlero’s center level Gross Profit
Margin (Revenue less Cost of Sales divided by Revenues) averaged 67.4% for during fiscal 2021 and the range of center results were between
62.2% and 69.5%, further supporting economic similarity. From a branding perspective, Bowlero Corp. is transitioning all centers to the
Bowlero brand and differentiating branding of centers is not significant to the operations. The Brunswick centers have all been rebranded
to the Bowlero brand, and Bowlero Corp. continues to rebrand the AMF and Bowlmor centers to the Bowlero brand.

Note
10. Commitments and Contingencies, page F-58

    14.
    Reference is made to your discussion of capital leases on page F-59. Please tell us and reference your basis in GAAP for not having any current liabilities for your center leases.

Response:
The Company has $41,453 of capital lease obligations included in Other current liabilities in the consolidated balance sheet as of June
27, 2021. The relatively small amount for the current portion of capital lease obligations is because the payments due for capital lease
obligations during the next twelve months are mostly attributable to interest, not principal.

*      *      *

    4

We
thank the Staff for its review of the foregoing and the Amendment. If you have further comments, please feel free to contact our counsel,
Gary J. Simon by email at gary.simon@hugheshubbard.com or by telephone at (212) 837-6770.

    Sincerely,

    /s/
    George Barrios

    Name:
    George
    Barrios

    Title:
    Co-Chief
    Executive Officer

    /s/
    Michelle Wilson

    Name:
    Michelle
    Wilson

    Title:
    Co-Chief
    Executive Officer

    cc:
    Hughes
    Hubbard & Reed LLP

    Paul,
    Weiss, Rifkind, Wharton & Garrison LLP

5

United States securities and exchange commission logo
October 8, 2021
Michelle Wilson
Co-Chief Executive Officer
Isos Acquisition Corporation
55 Post Road West, Suite 200
Westport, CT 06880
Re:Isos Acquisition Corporation
Amendment No. 1 to Registration Statement on Form S-4
Filed September 20, 2021
File No. 333-258080
Dear Ms. Wilson:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our August 20, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-4
Interests of the Sponsor Related Persons in the Business Combination, page 27
1.We note your response to our prior comment 9 and reissue in part.  Please revise the
fourth bullet to quantify the related persons equity position in New Bowlero and its
relative value in terms of the overall transaction.  Additionally, to the extent quantifiable
and taking into consideration reasonable assumptions, please include the related persons
rate of return on their initial investment in Isos.

 FirstName LastNameMichelle Wilson
 Comapany NameIsos Acquisition Corporation
 October 8, 2021 Page 2
 FirstName LastName
Michelle Wilson
Isos Acquisition Corporation
October 8, 2021
Page 2
Our certificate of incorporation will provide that the Court of Chancery of the State of Delaware
will be the sole and exclusive forum, page 66
2.We note your response to our prior comment 13 and reissue in part.  We note your
disclosure in the first paragraph that the federal district courts of the United States will be
the exclusive forum for the resolution of any claims arising under the Securities Act, the
Exchange Act, or any other claim for which federal courts have exclusive jurisdiction.
We also note that this disclosure differs from Article X of Annex B.  Please reconcile and
ensure that the exclusive forum provision in your governing documents addresses
Exchange Act applicability.
Proven Business Model, page 186
3.We note your response to our prior comment 20 and reissue.  Please revise to balance the
discussion with your results of operation since March 2020 and as reflected in the
included financial statements.  Please disclose the most recent average revenue growth
rates, overall and on a same-store basis, for the periods reflected in your financial
statements.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
Bowlero
Trends, page 192
4.We note your response to our prior comment number 21.  Please explain to us in detail
why you believe the adjustment for closed center EBITDA used in calculating Adjusted
EBITDA is appropriate in light of your history of closing stores for a variety of reasons
and growth strategy.  Please refer to Question 100.01 of the SEC Staff's Compliance and
Disclosure Interpretations on Non-GAAP Financial Measures.
5.We note your response to our prior comment number 22.  You state that "Contra rent
expense is an adjustment to report rent expense on a cash basis."  By making this
adjustment you are substituting an individually tailored recognition and measurement
method to record rent expense instead of GAAP rent expense which is prohibited
by Question 100.04 of the Staff’s Compliance and Disclosure Interpretations on Non-
GAAP Financial Measures. Accordingly, please revise to remove this adjustment.
6.We note your response to our prior comment number 23.  You state that optimization run-
rate savings are pro forma type projections related to various cost savings initiatives
including for certain actions that have not been taken yet.  By definition non-
GAAP measures are numerical measures of historical or future financial performance,
financial position, or cash flow that exclude amounts included in, or include amounts
excluded from, the most directly comparable GAAP measure.   As optimization run-
rate savings are projections and not historical results they do not comply with the
definition or related requirements. Please revise your disclosure to remove this adjustment
or advise.   Please refer to Item 10(e)(2) of Regulation S-K for further guidance.

 FirstName LastNameMichelle Wilson
 Comapany NameIsos Acquisition Corporation
 October 8, 2021 Page 3
 FirstName LastName
Michelle Wilson
Isos Acquisition Corporation
October 8, 2021
Page 3
7.We note your response to our prior comment number 24.  You state that De novo
adjustments and renovated facility adjustments are annualized projections of EBITDA for
these types of facilities.  By definition non-GAAP measures are numerical measures of
historical or future financial performance, financial position, or cash flow that exclude
amounts included in, or include amounts excluded from, the most directly comparable
GAAP measure.  As De novo adjustments and renovated facility adjustments are
projections and not historical results they do not comply with the definition or related
requirements.  Please revise your disclosure to remove these adjustments or advise.
 Please refer to Item 10(e)(2) of Regulation S-K for further guidance.
8.We note your response to our prior comment number 25.  The last part of your revised
disclosure states "in the case of any such charge, the results of any such action relating to
such charge are projected by in good faith to be achieved within 24 months of the
undertaking." Please clarify for us whether these are actual charges incurred or projected
charges.  To the extent they are actual charges, please explain why these aren't normal,
recurring, cash operating expenses necessary to operate your business.  Please refer to
Question 100.01 of the SEC Staff's Compliance and Disclosure Interpretations on Non-
GAAP Financial Measures.
9.We note your response to our prior comment number 25.  Please tell and disclose
specifically what the "Extraordinary unusual non-recurring losses (gains)"
adjustments are in the June 28, 2020 and the September 27, 2020 periods.
10.As your measure of "EBITDA" is adjusted for additional items other than interest, taxes
and depreciation and amortization, please revise your disclosure to retitle this measure or
remove it.  Please see Question 103.01 of the Staff’s Compliance and Disclosure
Interpretations on Non-GAAP Financial Measures for further guidance.
Critical Accounting Estimates
Goodwill Impairment, page 200
11.We note your revised disclosure in response to our prior comment number 32.  It appears
that you left out the words "fair value."  Please revise your disclosure to explicitly state
that, "Our one reporting unit's fair value is substantially in excess of carrying value and
not considered at risk of failing."
Bowlero Corp. Consolidated Statements of Operations, page F-38
12.We reviewed your response to comment 34.  Please tell us your consideration of the
guidance at Rules 5-03.7, .8 and .9 of Regulation S-X when classifying the loss on
refinance of debt and gain on sale of short-term investments.  In doing so, explain whether
the loss on refinance of debt is akin to interest.

 FirstName LastNameMichelle Wilson
 Comapany NameIsos Acquisition Corporation
 October 8, 2021 Page 4
 FirstName LastName
Michelle Wilson
Isos Acquisition Corporation
October 8, 2021
Page 4
Bowlero Corp. Notes to Consolidated Financial Statements
Note 1. Organization and Impact of COVID-19, page F-42
13.We note your response to our prior comment number 35.  We note your revised disclosure
on page F-65 which states "Our CODM assesses performance based on consolidated as
well as bowling center-level revenue and operating profit."  Please tell us whether
your AMF and Brunswick and the Bowlmor and Bowlero bowling centers have similar
economic characteristics.
Note 10. Commitments and Contingencies, page F-58
14.Reference is made to you discussion of capital leases on page F-59.  Please tell us and
reference your basis in GAAP for not having any current liabilities for your center leases.
            You may contact Aamira Chaudhry at 202-551-3389 or Adam Phippen at 202-551-3336
if you have questions regarding comments on the financial statements and related
matters.  Please contact Donald Field at 202-551-3680 or Jacqueline Kaufman at 202-551-3797
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

Isos Acquisition
Corporation

55 Post Road
West, Suite 200

Westport, CT
06880

VIA EDGAR

September 20, 2021

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, NE

Washington, D.C. 20549

Attention: Donald Field

 Re: Isos Acquisition Corporation

Registration Statement on Form S-4

Filed July 22, 2021

File No. 333-258080

Dear Mr. Field:

Isos Acquisition Corporation (the “Company,”
“we,” “our” or “us”) hereby transmits the Company’s response to the comment
letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”),
on August 20, 2021, regarding our Registration Statement on Form S-4, File No. 333-258080, filed with the Commission on July 22, 2021.

For the Staff’s convenience, we
have repeated below the Staff’s comment in bold, and have followed the Staff’s comment with the Company’s response.
Disclosure changes made in response to the Staff’s comments have been made in Amendment No. 1 to the Registration Statement on Form
S-4 (the “Amendment”), which is being filed with the Commission contemporaneously with the submission of this letter.

Cover Page

 1. Please refer to the prospectus cover page. Please revise the prospectus cover page to disclose New Bowlero's dual-class voting
structure and quantify the voting power that the Class B common stock will have after the offering and business combination due to the
disparate voting rights attached to the two classes of capital stock and identify the holder or holders of such shares.

Response: The Company acknowledges the
Staff’s comment and has revised its disclosure on the cover page accordingly.

Question and Answers About the Proposals,
page 1

 2. Please revise to include a question and answer addressing the voting power that current Isos shareholders will hold in New Bowlero
immediately after the consummation of the business combination to include the relative voting power of the different shareholder contingency
groups and the effect of New Bowlero's dual-class voting structure.

Additionally, please also address the
potential dilutive effect of the earnout on current Isos shareholder's voting power.

Response: The Company acknowledges the
Staff’s comment and has revised its disclosure on pages 4–5 of the Amendment accordingly.

Q: What will Bowlero's Stockholders
receive in return for Isos's acquisition, page 3

 3. Please revise the answer to clarify the relative value of the various types of consideration set forth in subsections (i) through
(iv). Additionally, please revise to discuss the earnout in greater detail to include the number of shares and the applicable vesting
triggers.

Response: The Company acknowledges the
Staff’s comment and has revised its disclosure on pages 3–4 of the Amendment accordingly.

Q: What equity stake will current
Isos shareholders and Bowlero Stockholders hold in New Bowlero, page 3

 4. We note that the equity stake percentages contained in the second paragraph of the answer exclude the dilutive effects of the earnout
and any conversion of the New Bowlero preferred stock. Please revise the answer to include an additional equity stake breakdown including
the common stock that could be issued pursuant to the earnout and the conversion of any preferred stock so current Isos shareholder's
can appreciate the potential equity stake dilution under these additional scenarios which are directly connected to the business combination.
Please also revise the Ownership of New Bowlero following the Business Combination section on page 22 accordingly.

Response: The Company acknowledges the
Staff’s comment and has revised its disclosure on pages 4–5 and 23–24 of the Amendment accordingly.

Common and Preferred PIPE Offerings,
page 20

 5. Please revise to briefly describe the material terms and conditions of the New Bowlero preferred stock to be issued in connection
with the Preferred PIPE Offering.

Response: The Company acknowledges the
Staff’s comment and has revised its disclosure on pages 21 and 107 of the Amendment accordingly.

Issuance to Atairos, page 20

 6. Please revise to quantify the number of Bowlero Common Stock being converted, the number of New Bowlero preferred stock being issued
and the relative price per share applicable to such conversion.

Response: The Company acknowledges the
Staff’s comment and has revised its disclosure on page 21 of the Amendment accordingly.

Sponsor Support Agreement, page
21

 7. Please revise the second paragraph to quantify the number of Class B ordinary shares forfeited, the number of Class B ordinary
shares and warrants which will unvest and the triggers which will lead to subsequent vesting.

Response: The Company acknowledges the
Staff’s comment and has revised its disclosure on pages 22 and 108 of the Amendment accordingly.

Interests of the Sponsor Related
Persons in the Business Combination, page 25

 8. Please revise the first bullet to quantify the current value of the private placement warrants.

Response: The Company acknowledges the
Staff’s comment and has revised its disclosure on pages 27, 52 and 120 of the Amendment accordingly.

    2

 9. Please revise to include a bullet which details, upon completion of the business combination, the ownership of New Bowlero by the
related persons. Please quantify the related persons equity position and its relative value in terms of the overall transaction.

Additionally, to the extent quantifiable,
please include the related persons rate of return on their initial investment in Isos.

Response: The Company acknowledges the Staff’s comment
and has revised its disclosure on pages 27, 52 and 120 of the Amendment accordingly. We respectfully submit that the rate of return is
not currently quantifiable given restrictions on transfer resulting from the lock-up, the existence of the earnout, and because no securities
are being sold in connection with the Business Combination. However, we believe that the first and second bullets on pgs. 27, 52 and 120
of the Amendment, which disclose the purchase price of the Sponsor and LionTree’s founder shares and warrants, and the current market
price of such securities (assuming such securities were unrestricted and freely transferable), provide Isos shareholders with useful disclosure
regarding the Sponsor’s and LionTree’s interests in the transaction.

Interests of the Bowlero Related
Parties in the Business Combination, page 26

 10. Please revise the fourth, sixth and seventh bullets to quantify the amounts, consideration or value of the shares to be received
in the discussed items.

Response: The Company acknowledges the
Staff’s comment and has revised its disclosure on pages 28 and 121 of the Amendment accordingly.

The COVID-19 pandemic has disrupted
and is expected to continue to disrupt our business, page 36

 11. Please revise, to the extent possible, to quantify the negative impacts COVID-19 has had on the Bowlero's business and operations.
Please include enough detail so that shareholders can appreciate the discussed risk.

Response: The Company acknowledges the
Staff’s comment and has revised its disclosure on page 38 of the Amendment accordingly.

We face risks related to our substantial
indebtedness, page 39

 12. Please revise to quantify your substantial indebtedness and your current debt service obligations.

Response: The Company acknowledges the
Staff’s comment and has revised its disclosure on page 41 of the Amendment accordingly.

Our certificate of incorporation
will provide that the Court of Chancery of the State of Delaware will be the sole and exclusive forum, page 62

 13. We note that your forum selection provision identifies the Court of Chancery of the State of Delaware as the exclusive forum for
certain litigation, including any “derivative action.” Please disclose whether this provision applies to actions arising under
the Exchange Act. In that regard, we note that Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought
to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. If this provision does not apply
to actions arising under the Exchange Act, please revise to clarify that fact and ensure that the exclusive forum provision in the governing
documents states this clearly. Please also revise the Exclusive Forum section on page 229 accordingly.

Response: The Company acknowledges the
Staff’s comment and has revised its disclosure on pages 65, 127 and 235 of the Amendment accordingly.

    3

The BCA Proposal, page 87

 14. Please revise to add a new section here, or in another appropriate location, to disclose all possible sources and extent of dilution
that current Isos shareholders who elect not to redeem may experience in connection with the business combination. Provide disclosure
of the impact of each significant source of dilution, including the amount of equity held by the various shareholder contingency groups
(sponsors, current Bowlero shareholders, PIPE investors, etc.), any convertible securities (New Bowlero preferred stock or warrants),
the earnout, etc., including any needed assumptions. The presentation should also factor in a range of redemption scenarios, including
minimum, maximum and interim redemption levels.

Response: The Company acknowledges the Staff’s comment
and has revised its disclosure on pages 4–5 and 23–24 of the Amendment accordingly. The Company has added a risk factor regarding
potential dilution on page 58 to include additional disclosure (including quantitative disclosure, to the extent practical), regarding
the possibility of dilution from the Company’s post-Business Combination equity incentive plan and the potentially dilutive effect
from the exercise of warrants held by redeeming public shareholders.

Background to the Business Combination,
page 106

 15. We note that between April 12, 2021 and April 26, 2021 the parties negotiated various terms of the LOI. Please revise the respective
discussions to discuss the terms of the various LOIs or any feedback or negotiations in greater detail including the modification of any
material terms related to price, valuation or the consideration to be received by Bowlero.

Response: The Company acknowledges the
Staff’s comment and has revised its disclosure on page 112 of the Amendment accordingly.

 16. We note your disclosure that after the parties executed the LOI that the parties continued to negotiate various terms of the transaction
to include valuation, sponsor economics, management bonus consideration, etc. Please revise the various discussions to discuss in greater
detail all negotiations related to price, valuation or consideration to be received by Bowlero. Additionally, please discuss in greater
detail any negotiations related to the sponsor or current Isos shareholders equity position in the post-combination company.

Response: The Company acknowledges the
Staff’s comment and has revised its disclosure on page 113 of the Amendment accordingly.

Certain Forecasted Information for
Bowlero, page 113

 17. We note your disclosure in the second and third paragraphs that the financial forecasts were based upon numerous estimates and
assumptions. Please revise to disclose the material estimates and assumptions underlying the financial forecasts.

Response: The Company acknowledges the
Staff’s comment and has revised its disclosure on page 118 of the Amendment accordingly.

U.S. Federal Income Tax Considerations,
page 153

 18. Please provide a tax opinion covering the material federal tax consequences of the transaction to the holders of Isos Acquisition
Corporation's securities and revise your disclosure accordingly to tailor it to address the material federal tax consequences of the transaction
to those public investors. Please refer to Item 601(b)(8) of Regulation S-K, per Item 21(a) of Form S-4. For guidance in preparing the
opinion and related disclosure, please refer to Section III of Staff Legal Bulletin No. 19. Additionally, we note the summary of the Domestication
Tax Opinion to be delivered by Hughes Hubbard & Reed LLP to be filed as Exhibit 8.1 does not appear to address the above referenced
form requirement to address the material federal tax consequences of the transaction to the public investors.

Response: The Company acknowledges the
Staff’s comment and has revised its disclosure on page 159 of the Amendment accordingly. In addition, the Company has filed the
tax opinion of its legal counsel, Hughes Hubbard & Reed LLP, with the Amendment as Exhibit 8.1

    4

Competitive Strengths, page 180

 19. We note your disclosure in the first paragraph that the company has a solid track record of sustainable growth and profitability.
Please revise to balance your disclosure with the company's net losses in 2019, 2020 and the most recent interim period.

Response: The Company acknowledges the
Staff’s comment. The disclosure on page 185 of the Amendment has been revised to disclosure certain financial metrics, including
net losses, for Bowlero’s 2021 and 2020 fiscal years.

Proven Business Model, page 180

 20. Please revise to balance the discussion with your current results of operation since March 2020. Please disclose the most recent
average revenue growth rates, overall and on a same-store basis.

Response: The Company acknowledges the Staff’s comment
and the disclosure on pages 191 and 193 of the Amendment has been revised accordingly.

Management's Discussion and Analysis
of Financial Condition and Results of Operations of

Bowlero Non-GAAP Financial Measures,
page 186

 21. Please tell us in further detail how you define and calculate EBITDA from closed centers.

Response: The Company acknowledges the
Staff’s comment and the disclosure on page 194 of the Amendment has been revised accordingly.

 22. We note the adjustment Contra Rent Expense which you state is accounting for rent on a cash basis. Please further clarify for us
in further detail how this adjustment is calculated.

Additionally, please tell us how this
adjustment complies with Question 100.04 of the Staff’s Compliance and Disclosure Interpretations on Non-GAAP Financial Measures.

Response: The Company acknowledges the
Staff’s comment and the disclosure on page 194 of the Amendment has been revised accordingly.

In considering Question 100.04 of
the Staff’s Compliance and Disclosure Interpretations on Non-GAAP Financial Measures, the Contra rent adjustment presents rent expense on a cash basis which is consistent with the Non-GAAP
financial measure being reported with EBITDA.

 23. We note that optimization run-rate savings are projected cost savings, operating expense reductions, operational improvements and
other cost synergies from actions that have been taken or with respect to which steps are expected to be taken. Please tell us in further
detail how you calculate this adjustment.

Response: The Company acknowledges the
Staff’s comment and the disclosure on page 194 of the Amendment has been revised accordingly.

 24. You state that "Adjustments for Renovated and De novo facility is an estimated benefit for the first 18 months following the
opening of a de nova facility." Please tell us in further detail how you calculate this adjustment. Additionally, please tell us
and revise to disclose what a De novo facility is.

Response: The Company acknowledges the
Staff’s comment and the disclosure on page 195 of the Amendment has been revised accordingly.

 25. Please tell us what the "Other" adjustments were for the thirteen weeks ended June 28, 2020 and September 27, 2020 and
explain why material items were not separately presented.

Response: The Company acknowledges the
Staff’s comment and the disclosure on pages 193-195 of the Amendment has been revised accordingly, including to eliminate the “Other”
adjustments and provide additional detail around the specific a

United States securities and exchange commission logo
August 20, 2021
Michelle Wilson
Co-Chief Executive Officer
Isos Acquisition Corporation
55 Post Road West, Suite 200
Westport, CT 06880
Re:Isos Acquisition Corporation
Registration Statement on Form S-4
Filed July 22, 2021
File No. 333-258080
Dear Ms. Wilson:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4
Cover Page
1.Please refer to the prospectus cover page.  Please revise the prospectus cover page to
disclose New Bowlero's dual-class voting structure and quantify the voting power that
the Class B common stock will have after the offering and business combination due to
the disparate voting rights attached to the two classes of capital stock and identify the
holder or holders of such shares.
Question and Answers About the Proposals, page 1
2.Please revise to include a question and answer addressing the voting power that current
Isos shareholders will hold in New Bowlero immediately after the consummation of the
business combination to include the relative voting power of the different shareholder

 FirstName LastNameMichelle Wilson
 Comapany NameIsos Acquisition Corporation
 August 20, 2021 Page 2
 FirstName LastNameMichelle Wilson
Isos Acquisition Corporation
August 20, 2021
Page 2
contingency groups and the effect of New Bowlero's dual-class voting structure.
Additionally, please also address the potential dilutive effect of the earnout on current Isos
shareholder's voting power.
Q: What will Bowlero's Stockholders receive in return for Isos's acquisition, page 3
3.Please revise the answer to clarify the relative value of the various types of consideration
set forth in subsections (i) through (iv).  Additionally, please revise to discuss the earnout
in greater detail to include the number of shares and the applicable vesting triggers.
Q: What equity stake will current Isos shareholders and Bowlero Stockholders hold in New
Bowlero, page 3
4.We note that the equity stake percentages contained in the second paragraph of the
answer exclude the dilutive effects of the earnout and any conversion of the New Bowlero
preferred stock.  Please revise the answer to include an additional equity stake breakdown
including the common stock that could be issued pursuant to the earnout and the
conversion of any preferred stock so current Isos shareholder's can appreciate the potential
equity stake dilution under these additional scenarios which are directly connected to the
business combination.  Please also revise the Ownership of New Bowlero following the
Business Combination section on page 22 accordingly.
Common and Preferred PIPE Offerings, page 20
5.Please revise to briefly describe the material terms and conditions of the New Bowlero
preferred stock to be issued in connection with the Preferred PIPE Offering.
Issuance to Atairos, page 20
6.Please revise to quantify the number of Bowlero Common Stock being converted, the
number of New Bowlero preferred stock being issued and the relative price per share
applicable to such conversion.
Sponsor Support Agreement, page 21
7.Please revise the second paragraph to quantify the number of Class B ordinary shares
forfeited, the number of Class B ordinary shares and warrants which will unvest and the
triggers which will lead to subsequent vesting.
Interests of the Sponsor Related Persons in the Business Combination, page 25
8.Please revise the first bullet to quantify the current value of the private placement
warrants.
9.Please revise to include a bullet which details, upon completion of the business
combination, the ownership of New Bowlero by the related persons.  Please quantify the
related persons equity position and its relative value in terms of the overall transaction.

 FirstName LastNameMichelle Wilson
 Comapany NameIsos Acquisition Corporation
 August 20, 2021 Page 3
 FirstName LastName
Michelle Wilson
Isos Acquisition Corporation
August 20, 2021
Page 3
Additionally, to the extent quantifiable, please include the related persons rate of return on
their initial investment in Isos.
Interests of the Bowlero Related Parties in the Business Combination, page 26
10.Please revise the fourth, sixth and seventh bullets to quantify the amounts, consideration
or value of the shares to be received in the discussed items.
The COVID-19 pandemic has disrupted and is expected to continue to disrupt our business, page
36
11.Please revise, to the extent possible, to quantify the negative impacts COVID-19 has had
on the Bowlero's business and operations.  Please include enough detail so that
shareholders can appreciate the discussed risk.
We face risks related to our substantial indebtedness, page 39
12.Please revise to quantify your substantial indebtedness and your current debt service
obligations.
Our certificate of incorporation will provide that the Court of Chancery of the State of Delaware
will be the sole and exclusive forum, page 62
13.We note that your forum selection provision identifies the Court of Chancery of the State
of Delaware as the exclusive forum for certain litigation, including any “derivative
action.”  Please disclose whether this provision applies to actions arising under
the Exchange Act.  In that regard, we note that Section 27 of the Exchange Act creates
exclusive federal jurisdiction over all suits brought to enforce any duty or liability created
by the Exchange Act or the rules and regulations thereunder.  If this provision does not
apply to actions arising under the Exchange Act, please revise to clarify that fact and
ensure that the exclusive forum provision in the governing documents states this clearly.
Please also revise the Exclusive Forum section on page 229 accordingly.
The BCA Proposal, page 87
14.Please revise to add a new section here, or in another appropriate location, to disclose all
possible sources and extent of dilution that current Isos shareholders who elect not to
redeem may experience in connection with the business combination.  Provide disclosure
of the impact of each significant source of dilution, including the amount of equity held by
the various shareholder contingency groups (sponsors, current Bowlero shareholders,
PIPE investors, etc.), any convertible securities (New Bowlero preferred stock or
warrants), the earnout, etc., including any needed assumptions.  The presentation should
also factor in a range of redemption scenarios, including minimum, maximum and interim
redemption levels.

 FirstName LastNameMichelle Wilson
 Comapany NameIsos Acquisition Corporation
 August 20, 2021 Page 4
 FirstName LastName
Michelle Wilson
Isos Acquisition Corporation
August 20, 2021
Page 4
Background to the Business Combination, page 106
15.We note that between April 12, 2021 and April 26, 2021 the parties negotiated various
terms of the LOI.  Please revise the respective discussions to discuss the terms of the
various LOIs or any feedback or negotiations in greater detail including the modification
of any material terms related to price, valuation or the consideration to be received by
Bowlero.
16.We note your disclosure that after the parties executed the LOI that the parties continued
to negotiate various terms of the transaction to include valuation, sponsor economics,
management bonus consideration, etc.  Please revise the various discussions to discuss in
greater detail all negotiations related to price, valuation or consideration to be received by
Bowlero.  Additionally, please discuss in greater detail any negotiations related to the
sponsor or current Isos shareholders equity position in the post-combination company.
Certain Forecasted Information for Bowlero, page 113
17.We note your disclosure in the second and third paragraphs that the financial forecasts
were based upon numerous estimates and assumptions.  Please revise to disclose the
material estimates and assumptions underlying the financial forecasts.
U.S. Federal Income Tax Considerations , page 153
18.Please provide a tax opinion covering the material federal tax consequences of the
transaction to the holders of Isos Acquisition Corporation's securities and revise your
disclosure accordingly to tailor it to address the material federal tax consequences of the
transaction to those public investors.  Please refer to Item 601(b)(8) of Regulation S-K,
per Item 21(a) of Form S-4.  For guidance in preparing the opinion and related disclosure,
please refer to Section III of Staff Legal Bulletin No. 19.  Additionally, we note the
summary of the Domestication Tax Opinion to be delivered by Hughes Hubbard & Reed
LLP to be filed as Exhibit 8.1 does not appear to address the above referenced form
requirement to address the material federal tax consequences of the transaction to the
public investors.
Competitive Strengths, page 180
19.We note your disclosure in the first paragraph that the company has a solid track record of
sustainable growth and profitability.  Please revise to balance your disclosure with the
company's net losses in 2019, 2020 and the most recent interim period.
Proven Business Model, page 180
20.Please revise to balance the discussion with your current results of operation since March
2020.  Please disclose the most recent average revenue growth rates, overall and on a
same-store basis.

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Management's Discussion and Analysis of Financial Condition and Results of Operations of
Bowlero
Non-GAAP Financial Measures, page 186
21.Please tell us in further detail how you define and calculate EBITDA from closed centers.
22.We note the adjustment Contra Rent Expense which you state is accounting for rent on a
cash basis.  Please further clarify for us in further detail how this adjustment is calculated.
Additionally, please tell us how this adjustment complies with Question 100.04 of the
Staff’s Compliance and Disclosure Interpretations on Non-GAAP Financial Measures.
23.We note that optimization run-rate savings are projected cost savings, operating expense
reductions, operational improvements and other cost synergies from actions that have
been taken or with respect to which steps are expected to be taken.  Please tell us in
further detail how you calculate this adjustment.
24.You state that "Adjustments for Renovated and De novo facility is an estimated benefit for
the first 18 months following the opening of a de nova facility."  Please tell us in further
detail how you calculate this adjustment.  Additionally, please tell us and revise to
disclose what a De novo facility is.
25.Please tell us what the "Other" adjustments were for the thirteen weeks ended June 28,
2020 and September 27, 2020 and explain why material items were not separately
presented.
26.Bargain purchases are expected to be infrequent.  Please explain why you didn't adjust for
the gain on bargain purchases in the year ended June 30, 2019.
27.Please revise your disclosure to clearly explain how investors should use the measure or
what specifically the measure tells investors.  Refer to Item 10(e)(1)(i)(C) of Regulation
S-K.
28.Reference is made to your presentation of trailing fifty-two week Adjusted EBITDA here
and in the table on page 186.  Please present trailing fifty-two week net income, the
comparable GAAP measure, with equal or greater prominence.  Refer to Item
(10)(e)(1)(i)(A) of Regulation S-K.
29.Reference is made to your presentation of trailing fifty-two week Adjusted EBITDA as a
percentage of trailing fifty-two week revenues.  Please present trailing fifty-two week net
income as a percentage of trailing fifty-two week revenues, the comparable GAAP
measure, with equal or greater prominence.  Refer to Item (10)(e)(1)(i)(A) of Regulation
S-K.
30.Please consider including a footnote with a more detailed description than currently
provided for each adjustment requiring explanation.

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Results of Operations, page 188
31.Please disclose the nature of expenses included in the cost of revenues and selling, general
and administrative line items.
Critical Accounting Estimates
Goodwill Impairment, page 197
32.Please provide information for investors to assess the probability of future goodwill
impairment charges.  For example, please disclose whether your reporting unit is at risk of
failing the quantitative impairment test or that the fair value of your reporting
unit is substantially in excess of carrying value and are not at risk of failing.  If
your reporting unit is at risk of failing, you should disclose:

•the percentage by which fair value exceeded carrying value at the date of the most
recent test;
•the amount of goodwill allocated to the reporting unit;
•a more detailed description of the methods and key assumptions used and how the
key assumptions were determined;
•a discussion of the degree of uncertainty associated with the assumptions; and
•a description of potential events and/or changes in circumstances that could
reasonably be expected to negatively affect the key assumptions.

Please refer to Item 303(b)(3) of Regulation S-K.
Management and Board of Directors, page 199
33.We note that the company and certain stockholders are party to a Stockholders Agreement
which includes certain provisions regarding director appointments.  Please revise this
section to clarify if there is any arrangements or understandings between any director and
any other person or persons pursuant to which such director was or is to be selected as a
director or director nominee.  Refer to Item 401(a) of Regulation S-K and Item 18(a)(7) of
Form S-4.
Bowlero Corp. Consolidated Statements of Operations, page F-38
34.Please tell us your consideration of classifying loss on refinance of debt, gain on sale of
short-term investments and gain on bargain purchases as non-operating.
Bowlero Corp. Notes to Consolidated Financial Statements
Note 1. Organization and Impact of COVID-19, page F-42
35.We note that you operate bowling centers under different brand names.  You further state
that “The AMF and Brunswick brand names are traditional bowling centers and the
Bowlmor and Bowlero branded centers offer a more upscale entertainment concept with
lounge seating, enhanced food and beverage offerings, and more robust customer service

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for individuals and group events.”  We also note that approximately 53% of your bowling
centers operate under the AMF brand name and that approximately 47% operate under the
Bowlmor and Bowlero brand names.  Please tell us how many operating segments you
have identified.  Additionally, please tell us what consideration was given to the guidance
in ASC 280-10-50 regarding identifying and aggregating operating segments.
Note 2. Significant Accounting Policies (cont.)
Revenue Recognition, page F-47
36.We note you earn revenue from bowling, shoe, food and beverage, amusement,
merchandise, membership, sponsorship and tournaments.  Please revise t

CORRESP
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filename1.htm

Isos Acquisition Corp.

55 Post Road West, Suite 200

Westport, CT 06880

March 1, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Mail Stop 3030

Washington, D.C. 20549

Attention: Jonathan Burr

    Re:
    Isos Acquisition Corporation

    Registration Statement on Form S-1, as amended

    Filed January 21, 2021, as amended

    File No. 333-252283

Dear Mr. Burr:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, Isos Acquisition Corporation hereby requests acceleration of effectiveness of the above referenced Registration
Statement so that it will become effective at 4:00 p.m. EST on March 2, 2021, or as soon as thereafter practicable.

    Very truly yours,

    /s/ George Barrios

    George Barrios

    Co-Chief Executive Officer

    cc:

        Ellenoff Grossman & Schole LLP

        Davis Polk & Wardwell LLP

CORRESP
1
filename1.htm

March 1, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jonathan Burr

Re:  Isos Acquisition Corporation

    Registration Statement on Form S-1

    Filed January 21, 2021, as amended

    File No. 333-252283

Dear Mr. Burr:

Pursuant to Rule 461 of
the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, for
themselves and the several underwriters, hereby joins in the request of Isos Acquisition Corporation that the effective date
of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m.
Washington D.C. time on March 2, 2021, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations under
the Act, the undersigned advise that they intend to distribute approximately 250 copies of the Preliminary Prospectus dated February
25, 2021 to prospective underwriters and dealers, institutional investors, retail investors and others.

The undersigned advise that they have complied and will continue
to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

* * *

[Signature Page Follows]

    Very truly yours,

    J.P. MORGAN SECURITIES LLC

    By:
    /s/ Ranga Kanthadai

    Name:	Ranga Kanthadai
Title:	 Vice President

[Signature Page to Underwriters’ Acceleration
Request Letter]

CORRESP
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filename1.htm

Isos Acquisition Corp.

55 Post Road W, Suite 200

Westport, CT 06880

VIA EDGAR

February 22, 2021

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attn: Jonathan Burr

 Re: Isos Acquisition Corp.

Registration Statement on Form S-1

Filed January 21, 2021

File No. 333-252283

Dear Mr. Burr:

Isos Acquisition Corp.
(the “Corporation,” “we,” “our” or “us”) hereby transmits the Company’s response
to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”),
on February 17, 2021, regarding Registration Statement on Form S-1 filed with the Commission on January 21, 2021 (the “Registration
Statement”). For the Staff’s convenience, we have repeated below the Staff’s comments in bold, and have followed
each comment with the Company’s response. We have today filed a pre-effective amendment to the Registration Statement to
reflect the changes discussed below.

Form S-1 filed January 21, 2021

Signatures, page II-5

 1. Please have your principal accounting officer controller sign the registration statement.

In response to the Staff's comment, the Company has
identified George Barrios as the Company’s Principal Financial and Accounting Officer.

We thank the Staff
for its review of the foregoing and the Registration Statement. If you have further comments, please feel free to contact to our
counsel, Tamar Donikyan, at tdonikyan@egsllp.com or by telephone at (212) 370-1300.

    Sincerely,

    /s/ George Barrios

    George Barrios, Chief Executive Officer

    Isos Acquisition Corp.

cc: Tamar Donikyan, Esq.

United States securities and exchange commission logo
February 17, 2021
Michelle Wilson
Co-Chief Executive Officer
Isos Acquisition Corp.
55 Post Road W, Suite 200
Westport, CT 06880
Re:Isos Acquisition Corp.
Registration Statement on Form S-1
Filed January 21, 2021
File No. 333-252283
Dear Ms. Wilson:
            We have reviewed your registration statement and have the following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.
Registration Statement on Form S-1 filed January 21, 2021
Signatures, page II-5
1.Please have your principal accounting officer or controller sign the registration statement.
Refer to Instruction 1 to Signatures on Form S-1.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Peter McPhun at 202-551-3581 or Kristina Marrone at 202-551-3429 if
you have questions regarding comments on the financial statements and related matters.  Please

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 Comapany NameIsos Acquisition Corp.
 February 17, 2021 Page 2
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Michelle Wilson
Isos Acquisition Corp.
February 17, 2021
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contact Jonathan Burr at 202-551-5833 or Mary Beth Breslin at 202-551-3625 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Tamar Donikyan