8-K

BOWX ACQUISITION CORP.

Date: October 19, 2021

/s/ Vivek Ranadivé

Vivek Ranadivé

Chairman and Co-Chief Executive Officer

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): October 19, 2021

BOWX ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware

001-39419

85-1144904

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

2400 Sand Hill Rd., Suite 200

Menlo Park, CA

94025

(Address of principal executive offices)

(Zip Code)

(650) 352-4877

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K 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 Class A common stock and one-third of one redeemable warrant	BOWXU	The Nasdaq Stock Market LLC
Class A common stock, par value $0.0001 per share	BOWX	The Nasdaq Stock Market LLC
Redeemable warrants, warrant exercisable for one Class A common stock at an exercise price of $11.50 per whole share	BOWXW	The Nasdaq Stock Market LLC

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 ☒

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 5.07

Submission of Matters to a Vote of Security Holders

On October 19, 2021, BowX Acquisition Corporation (“BowX”) held a special meeting of its stockholders (the “Special Meeting”) in connection with BowX’s previously announced business combination with WeWork Inc., a Delaware corporation (“WeWork”), and BowX Merger Subsidiary Corp., a Delaware corporation and wholly owned subsidiary of BowX, pursuant to that certain Agreement and Plan of Merger, dated as of March 25, 2021, and the transactions contemplated thereby.

At the close of business on September 14, 2021, the record date for the Special Meeting, there were an aggregate of 48,300,000 shares of BowX Class A common stock, par value $0.0001 per share (the “Class A Stock”), and 12,075,000 shares of BowX Class B common stock, par value $0.001 per share (the “Class B Stock”), outstanding, each of which were entitled to one vote with respect to each proposal. At the opening of the Special Meeting, there were at least 35,772,021 shares of Class A Stock present in virtually or by proxy, which represented 74.1% of the shares of Class A Stock entitled to vote, and 12,075,000 shares of the Class B Stock present in virtually or by proxy, which represented 100% of the Class B Stock entitled to vote. Collectively, this constituted a quorum for the transaction of business. The proposals listed below are described in more detail in the definitive proxy statement/prospectus of BowX, which was filed with the Securities and Exchange Commission (the “SEC”) on September 20, 2021 (the “Proxy Statement”). A summary of the voting results at the Special Meeting is set forth below:

The stockholders approved the Business Combination Proposal, each Organizational Documents Proposal, Stock Issuance Proposal, Equity Incentive Plan Proposal, The Director Election Proposal, ESPP Proposal and Adjournment Proposal (each as defined in the Proxy Statement).

The voting results for each proposal were as follows:

1. The Business Combination Proposal


Class	For		Against		Abstain		Broker Non-Vote
Class A Stock		34,763,123		1,000,680		8,218		0
Class B Stock		12,075,000		0		0		N/A
Total		46,838,123		1,000,680		8,218		0

2. Organizational Documents Proposal A


Class	For		Against		Abstain		Broker Non-Vote
Class A Stock		33,899,216		1,857,314		15,491		0
Class B Stock		12,075,000		0		0		N/A
Total		45,974,216		1,857,314		15,491		0

3. Organizational Documents Proposal B


Class	For		Against		Abstain		Broker Non-Vote
Class A Stock		34,488,514		1,274,189		9,318		0
Class B Stock		12,075,000		0		0		N/A
Total		46,563,514		1,274,189		9,318		0

4. Organizational Documents Proposal C


Class	For		Against		Abstain		Broker Non-Vote
Class A Stock		28,186,368		7,575,551		10,102		0
Class B Stock		12,075,000		0		0		N/A
Total		40,261,368		7,575,551		10,102		0

5. Organizational Documents Proposal D


Class	For		Against		Abstain		Broker Non-Vote
Class A Stock		34,491,693		1,270,770		9,558		0
Class B Stock		12,075,000		0		0		N/A
Total		46,566,693		1,270,770		9,558		0

6. Director Election Proposal


Director	Class A For		Class B For		Total For		Withheld		Broker Non-Vote
Marcelo Claure		34,479,049		12,075,000		46,554,049		1,292,972		0
Michel Combes		33,921,475		12,075,000		45,996,475		1,850,546		0
Bruce Dunlevie		34,471,991		12,075,000		46,546,991		1,300,030		0
Sandeep Mathrani		34,079,643		12,075,000		46,154,643		1,692,378		0
Deven Parekh		34,465,975		12,075,000		46,540,975		1,306,046		0
Vivek Ranadivé		34,475,243		12,075,000		46,550,243		1,296,778		0
Kirthiga Reddy		34,467,685		12,075,000		46,542,685		1,304,336		0
Jeff Sine		34,478,232		12,075,000		46,553,232		1,293,789		0
Véronique Laury		34,439,585		12,075,000		46,514,585		1,332,436		0

7. The Stock Issuance Proposal


Class	For		Against		Abstain		Broker Non-Vote
Class A Stock		34,463,762		1,284,392		23,867		0
Class B Stock		12,075,000		0		0		N/A
Total		46,538,762		1,284,392		23,867		0

8. The Equity Incentive Plan Proposal


Class	For		Against		Abstain		Broker Non-Vote
Class A Stock		23,141,248		12,606,349		24,424		0
Class B Stock		12,075,000		0		0		N/A
Total		35,216,248		12,606,349		24,424		0

9. The ESPP Proposal


Class	For		Against		Abstain		Broker Non-Vote
Class A Stock		34,483,883		1,272,214		15,924		0
Class B Stock		12,075,000		0		0		N/A
Total		46,558,883		1,272,214		15,924		0

10. The Adjournment Proposal


Class	For		Against		Abstain		Broker Non-Vote
Class A Stock		34,249,601		1,507,398		15,022		0
Class B Stock		12,075,000		0		0		N/A
Total		46,324,601		1,507,398		15,022		0

Based on the results of the Special Meeting, and subject to the satisfaction or waiver of certain other closing conditions as described in the Proxy Statement, the transactions (the “Transactions”) contemplated by the Business Combination Agreement are expected to be consummated on October 20, 2021. Following the consummation of the Transactions, the common stock and warrants of New WeWork (as such term is defined in the Proxy Statement) are expected to begin trading on the New York Stock Exchange (the “NYSE”) under the symbols “WE” and “WE WS,” respectively, on October 21, 2021.

Item 7.01

Regulation FD Disclosure

On October 19, 2021, BowX and WeWork issued a press release announcing the results relating to the Special Meeting and the closing of the Transactions. A copy of the press release is being furnished herewith as Exhibit 99.1.

The information contained in this Current Report on Form 8-K pursuant to this Item 7.01, including the exhibit attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 8.01

Other Events

Upon closing of the Transactions, WeWork is expected to receive approximately $1.3 billion in gross cash proceeds consisting of approximately $333.0 million from the trust account (the “Trust Account Proceeds”), $150.0 million from the Backstop Investment (as defined below and together with the Trust Account Proceeds, the “Combined Trust and Backstop Proceeds”) and $800.0 million from the PIPE Investment. $333.0 million from the Combined Trust and Backstop Proceeds is attributable to the amount remaining in the trust account after a total of 15,006,786 shares of Class A Stock were presented for redemption in connection with the Special Meeting (the “Redemptions”). The remaining $150,000,000 million from the Combined Trust and Backstop Proceeds is attributable to the BowX backstop subscription agreement (the “Backstop Subscription Agreement”) with DTZ Worldwide Limited, a wholly owned subsidiary of Cushman & Wakefield U.S., Inc., a Delaware corporation (the “Backstop Investor”), pursuant to which, and on the terms and subject to the conditions of which, the Backstop Investor has committed to subscribe for the number of shares of Class A Shares equal to the amount of the Redemptions, subject to a cap of 15,000,000 Class A Shares (the “Cap”), as previously disclosed on our Report on Form 8-K filed with the SEC on October 13, 2021. The purchase price for such Class A Shares is equal to $10.00 per share multiplied by the number of Redemptions, subject to the Cap, for an aggregate purchase price of up to $150,000,000 (the “Backstop Investment”). It is expected that, substantially concurrently with the closing of the Business Combination, the Backstop Investor will subscribe for 15,000,000 Class A Shares for $150,000,000.

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 and timing of the transaction, the anticipated timing of the trading of the combined company and

expectations regarding the combined company’s position to serve the multi-trillion office space market and enable the future of work. 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 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 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.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits.


Exhibit Number		Description

99.1		Press Release, dated October 19, 2021

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)