Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
On April 12, 2021, the Securities and Exchange Commission (the "SEC") released a
public statement (the "Public Statement") informing market participants that
warrants issued by special purpose acquisition companies ("SPACs") may require
classification as a liability of the entity measured at fair value, with changes
in fair value each period reported in earnings. BowX Acquisition Corp. (the
"Company" or "BowX") has previously classified its public and private placement
warrants (collectively, the "warrants") as equity. For a full description of the
Company's warrants, please refer to the Company's final prospectus filed in
connection with its initial public offering ("IPO") on August 6, 2020 ("Final
Prospectus").
On May 7, 2021, management of the Company and the Audit Committee of the Board
of Directors of the Company determined that the Company's previous annual report
on Form 10-K for the year ended December 31, 2020 and the quarterly unaudited
financial statements for the quarter ended September 30, 2020 (collectively, the
"Affected Periods") should no longer be relied upon due to changes required for
alignment with the SEC's Public Statement. The SEC's Public Statement discussed
"certain features of warrants issued in SPAC transactions" that "may be common
across many entities." The Public Statement indicated that when one or more of
such features is included in a warrant, the warrant "should be classified as a
liability measured at fair value, with changes in fair value each period
reported in earnings." Following consideration of the guidance in the Public
Statement, while the terms and quantum of the warrants as described in the Final
Prospectus have not changed, the Company concluded the private placement
warrants (as defined in the Final Prospectus) do not meet the conditions to be
classified in equity and instead, the private placement warrants meet the
definition of a derivative under ASC 815, under which the Company should record
the private placement warrants as liabilities on the Company's balance sheets.
The Company intends to file an amendment to its Annual Report on Form 10-K for
the period ended December 31, 2020 reflecting this reclassification of the
private placement warrants for the Affected Periods. The Company is working
diligently with its auditors and an independent valuation expert to finalize the
valuation of the private placement warrants and file the amended filings as soon
as practicable. The adjustments to the financial statement items for the
Affected Periods will be set forth through expanded disclosure in the financial
statements included in the amended filings, including further describing the
restatement and its impact on previously reported amounts.
Going forward, unless the Company amends the terms of its warrant agreement, the
Company expects to continue to classify its private placement warrants as
liabilities, which would require the Company to incur the cost of measuring the
fair value of the private placement warrant liabilities, and which may have an
adverse effect on the Company's results of operations.
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BOWX ACQU 
