UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 21, 2021
Isos Acquisition Corporation
(Exact name of registrant as specified in its charter)
| Cayman Islands | | 001-40142 | | N/A |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
55 Post Road West, Suite 200
Westport, CT 06880
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (203) 554-5641
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Units, each consisting of one share of Class A Common Stock and one-third of one Redeemable Warrant | | ISOS.U. | | The New York Stock Exchange |
| | | | | |
| Class A Common Stock, par value $0.0001 per share | | ISOS | | The New York Stock Exchange |
| | | | | |
| Warrants, each exercisable for one share Class A Common Stock for $11.50 per share | | ISOS WS | | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company þ
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
Separate Trading of Units, Class A Common Stock and Redeemable Warrants
On April 21, 2021, Isos Acquisition Corporation (the “Company”) announced that, commencing on April 23, 2021, the holders of the Company’s units issued in its initial public offering (the “Units”), each consisting of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant of the Company (“Warrant”), with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share, may elect to separately trade the Class A Ordinary Shares and Warrants included in the Units. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. The Units not separated will continue to trade on the New York Stock Exchange (“NYSE”) under the symbol “ISOS.U.”. The Class A Ordinary Shares and the Warrants are expected to trade on the NYSE under the symbols “ISOS” and “ISOS WS,” respectively. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate such holders’ Units into Class A Ordinary Shares and Warrants.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | Isos Acquisition Corporation |
| | | |
| | By: | /s/ Michelle Wilson |
| | | Name: Michelle Wilson |
| | | Title: Co-Chief Executive Officer |
| | | |
| Dated: April 21, 2021 | | |
2
