Form 4: Atairos Entities Acquire Lucky Strike Earnout Shares

Atairos-affiliated entities and directors reported the acquisition of 1,122 Restricted Stock Units in Lucky Strike Entertainment Corp, tied to a merger earnout.

Summary

• Multiple reporting persons, including A-B Parent LLC, Atairos Group, Inc., Atairos Partners, L.P., Atairos Partners GP, Inc., Michael J. Angelakis, and Rachael Wagner, filed a Form 4.
• The filing reports the acquisition of 1,122 Restricted Stock Units (Earnout Shares) in Lucky Strike Entertainment Corp (LUCK) on November 4, 2025.
• These Earnout Shares are issuable pursuant to a Merger Agreement between LUCK and Bowlero Corp.
• The shares vest if LUCK's Class A Common Stock closing price is greater than or equal to $17.50 for any 10 trading days within a consecutive 20-trading day period.
• If vesting conditions are not met by the 5-year anniversary of the Merger Closing, the right to these shares will be forfeited.
• Following this transaction, the reporting persons beneficially own 4,919,692 derivative securities.

Sentiment

Score: 5

Explanation: Neutral, as this is a standard insider transaction reporting an earnout from a merger, with both potential upside (vesting) and downside (forfeiture) clearly outlined.

Positives

• The acquisition of 1,122 Restricted Stock Units by significant shareholders and directors indicates continued alignment of interests with the company's future performance.
• The potential for these Earnout Shares to vest provides an incentive for the reporting persons to support strategies that drive the stock price above $17.50.

Negatives

• The vesting of the Earnout Shares is conditional on the stock price reaching $17.50, and there is a risk of forfeiture if this condition is not met within five years of the merger closing.

Risks

• Forfeiture of 1,122 Earnout Shares if the Class A Common Stock closing price does not reach $17.50 for 10 trading days within any consecutive 20-trading day period by the 5-year anniversary of the Merger Closing.

Future Outlook

The vesting of the Earnout Shares is contingent on Lucky Strike Entertainment Corp's Class A Common Stock achieving a closing price of $17.50 or more for 10 trading days within any consecutive 20-trading day period before the 5-year anniversary of the Merger Closing.

Management Comments

• Atairos Group, Inc. is the sole member of A-B Parent LLC.
• Atairos Partners, L.P. is the sole voting shareholder of Atairos Group, Inc.
• Atairos Partners GP, Inc. is the general partner of Atairos Partners, L.P.
• Michael J. Angelakis directly or indirectly controls a majority of the voting power of Atairos Partners GP, Inc.
• Michael J. Angelakis and Rachael Wagner serve as representatives of the Atairos Entities on the Board of Directors of the Issuer, and as such, each of the Atairos Entities may be deemed a director by deputization of the Issuer.

Industry Context

This filing reports an insider transaction related to a pre-existing merger agreement, rather than reflecting broader industry trends or competitive dynamics.

Related Party Transactions

• Acquisition of 1,122 Restricted Stock Units (Earnout Shares) by entities and individuals affiliated with Atairos Management, L.P., who are also directors and 10% owners of Lucky Strike Entertainment Corp.
• These shares are tied to a Merger Agreement between Lucky Strike Entertainment Corp and Bowlero Corp.

Stakeholder Impact

• Shareholders: The potential vesting of earnout shares could lead to dilution, but also signifies alignment of interests between significant shareholders/directors and the company's stock performance.

Next Steps

• Monitoring Lucky Strike Entertainment Corp's Class A Common Stock price performance relative to the $17.50 vesting condition for the Earnout Shares.

Key Dates

Keywords

Lucky Strike Entertainment, LUCK, SEC Form 4, Insider Transaction, Restricted Stock Units, Earnout Shares, Merger Agreement, Atairos, Bowlero Corp, Director Ownership, 10% Owner