Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On October 8, 2021, BowX Acquisition Corp., a Delaware corporation ("BowX")
notified the Nasdaq Capital Market (the "Nasdaq") of BowX's intent to transfer
the listing of its Class A common stock, par value $0.0001 per share (the
"Common Stock") and public warrants to purchase common stock that were offered
and sold by BowX in its initial public offering (the "Warrants"), from the
Nasdaq to the New York Stock Exchange (the "NYSE") in connection with its
pending business combination with WeWork Inc., a Delaware corporation ("WeWork",
and such transaction, the "Business Combination"). BowX anticipates that its
Common Stock and Warrants will begin trading on the NYSE at the commencement of
trading on October 21, 2021 under the ticker symbols "WE" and "WE WS",
respectively. Until the close of trading on October 20, 2021, BowX's Common
Stock and Warrants will continue to trade on the Nasdaq under the ticker symbols
"BOWX" and "BOWXW", respectively.
The disclosure set forth in Item 8.01 of this Current Report on Form 8-K
relating to the issuance of a press release is incorporated by reference into
this Item 3.01.
Item 8.01. Other Events.
On October 8, 2021, BowX issued a press release with respect to the transfer of
its listing of its Common Stock and Warrants to the NYSE. A copy of the press
release is included as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated by reference herein.
Additional Information and Where to Find It
This communication relates to a proposed transaction between BowX and WeWork.
This communication is not a proxy statement or solicitation of a proxy, consent
or authorization with respect to any securities or in respect of the potential
transaction and shall not constitute an offer to sell or a solicitation of an
offer to buy the securities of WeWork, the combined company or BowX, nor shall
there be any sale of any such securities in any state or jurisdiction in which
such offer, solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of such state or jurisdiction. No offer
of securities shall be made except by means of a prospectus meeting the
requirements of the Securities Act of 1933, as amended. BowX has filed a
registration statement on Form S-4 (Registration No. 333-256133) with the SEC,
which includes a document that serves as a prospectus and proxy statement of
BowX, referred to as a proxy statement/prospectus. The definitive proxy
statement/prospectus was filed with the SEC on September 20, 2021 and was sent
to all BowX stockholders as of September 14, 2021 (the record date for voting on
the proposed transaction). Before making any voting decision, investors and
security holders of BowX are urged to read the registration statement, the proxy
statement/prospectus and all other relevant documents filed with the SEC in
connection with the proposed transaction because they contain important
information about the proposed transaction. Investors and security holders will
be able to obtain free copies of the registration statement, the proxy
statement/prospectus and all other relevant documents filed with the SEC by BowX
through the website maintained by the SEC at www.sec.gov.
Participants in Solicitation
BowX and its directors and executive officers may be deemed to be participants
in the solicitation of proxies from BowX's stockholders in connection with the
proposed transaction. A list of the names of the directors and executive
officers of BowX and information regarding their interests in the Business
Combination is set forth in BowX's registration statement on
Form S-4 (Registration No. 333-256133) filed with the SEC. Additional
information regarding the interests of such persons and other persons who may be
deemed participants in the solicitation is contained in the registration
statement and the proxy statement/prospectus. You may obtain free copies of
these documents as described in the preceding paragraph.
Forward-Looking Statements
Certain statements made in this communication are "forward looking statements"
within the meaning of the "safe harbor" provisions of the United States Private
Securities Litigation Reform Act of 1995. Such "forward-looking statements" with
respect to the proposed transaction between WeWork and BowX include statements
regarding the benefits of the transaction, the anticipated timing of the
transaction and the products and markets of WeWork. These forward-looking
statements generally are identified by the words "believe," "project," "expect,"
"anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan,"
"pipeline," "may," "should," "will," "would," "will be," "will continue," "will
likely result," and similar expressions. Forward-looking statements are
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predictions, projections and other statements about future events that are based
on current expectations and assumptions and, as a result, are subject to risks
and uncertainties. Many factors could cause actual future events to differ
materially from the forward-looking statements in this communication, including
but not limited to: (i) the risk that the transaction may not be completed in a
timely manner or at all, which may adversely affect the price of BowX's
securities, (ii) the risk that the transaction may not be completed by BowX's
business combination deadline and the potential failure to obtain an extension
of the business combination deadline if sought by BowX, (iii) the failure to
satisfy the conditions to the consummation of the transaction, including the
adoption of the merger agreement by the shareholders of BowX, the satisfaction
of the minimum amount in the trust account following redemptions by BowX's
public shareholders and the receipt of certain governmental and regulatory
approvals, (iv) the lack of a third party valuation in determining whether or
not to pursue the proposed transaction, (v) the inability to complete the PIPE
investment, (vi) the occurrence of any event, change or other circumstance that
could give rise to the termination of the merger agreement, (vii) the effect of
the announcement or pendency of the transaction on WeWork's business
relationships, operating results, and business generally, (viii) risks that the
proposed transaction disrupts current plans and operations of WeWork and
potential difficulties in WeWork employee retention as a result of the
transaction, (ix) the outcome of any legal proceedings that may be instituted
against WeWork or against BowX related to the merger agreement or the proposed
transaction, (x) the ability to maintain the listing of BowX's securities on a
national securities exchange, (xi) the price of BowX's securities may be
volatile due to a variety of factors, including changes in the competitive and
regulated industries in which BowX plans to operate or WeWork operates,
variations in operating performance across competitors, changes in laws and
regulations affecting BowX's or WeWork's business, WeWork's inability to
implement its business plan or meet or exceed its financial projections and
changes in the combined capital structure, (xii) changes in general economic
conditions, including as a result of the COVID-19 pandemic, and (xiii) the
ability to implement business plans, forecasts, and other expectations after the
completion of the proposed transaction, and identify and realize additional
opportunities. The foregoing list of factors is not exhaustive. You should
carefully consider the foregoing factors and the other risks and uncertainties
described in the registration statement on Form S-4 discussed above, the proxy
statement/prospectus and other documents filed or that may be filed by BowX from
time to time with the SEC. These filings identify and address other important
risks and uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made. Readers are
cautioned not to put undue reliance on forward-looking statements, and WeWork
and BowX assume no obligation and do not intend to update or revise these
forward-looking statements, whether as a result of new information, future
events, or otherwise. Neither WeWork nor BowX gives any assurance that either
WeWork or BowX, or the combined company, will achieve its expectations.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
99.1 Press Release, dated October 8, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRLdocument)
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