UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 2)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 15, 2021 (
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Explanatory Note
This Amendment No. 2 on Form 8-K/A (“Amendment No. 2”) amends the Current Report on Form 8-K of WeWork Inc. (the “Company”), filed on October 26, 2021 (as amended by Amendment No. 1 on Form 8-K/A, the “Original Report”), in which the Company reported, among other events, the completion of the Business Combination (as defined in the Original Report).
This Amendment No. 2 is being filed in order to include the Report of New WeWork Inc., formerly known as WeWork Inc. (“Legacy WeWork”), dated November 15, 2021, which includes (a) the unaudited condensed consolidated financial statements of Legacy WeWork as of September 30, 2021 and for the three and nine months ended September 30, 2021 and 2020 and (b) Management’s Discussion and Analysis of Financial Condition and Results of Operations of Legacy WeWork for the three and nine months ended September 30, 2021 and 2020 (the “Q3 MD&A”).
Accordingly, the Original Report is hereby amended solely to (i) update the Item 2.01 information to reflect the Q3 MD&A and the Quantitative and Qualitative Disclosures about Market Risk and (ii) amend and restate Item 9.01. Except as set forth herein, this Amendment No. 2 does not amend any other item of the Original Report or purport to provide an update or a discussion of any developments at the Company or its subsidiaries, including Legacy WeWork, subsequent to the filing date of the Original Report. Except as amended by this Amendment No. 2, the information previously reported in or filed with the Original Report is hereby incorporated by reference into this Form 8-K/A.
Item 2.01 | Completion of Acquisition or Disposition of Assets. |
Management’s Disclosure and Analysis of Financial Condition and Results of Operations
The Form 10 information in Item 2.01 of the Original Report is hereby amended and supplemented by adding the following paragraph at the end of the sub-heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Reference is made to the disclosure contained in the section titled “WeWork’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 90 of Exhibit 99.3 of this Current Report on Form 8-K, which is incorporated herein by reference.
Quantitative and Qualitative Disclosures about Market Risk
The Form 10 information in Item 2.01 of the Original Report is hereby amended and supplemented by adding the following paragraph at the end of the sub-heading “Quantitative and Qualitative Disclosures about Market Risk.”
Reference is made to the disclosure contained in the section titled “Quantitative and Qualitative Disclosures about Market Risk” beginning on page 142 of Exhibit 99.3 of this Current Report on Form 8-K, which is incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(a) | Financial statements of businesses acquired |
Information responsive to Item 9.01(a) of Form 8-K is set forth in the financial statements included in the Proxy Statement/Prospectus on pages F-3 through F-222, which are incorporated herein by reference.
Additionally, the unaudited condensed consolidated financial statements of Legacy WeWork as of September 30, 2021 and for the three and nine months ended September 30, 2021 and 2020, and the related notes thereto, as well as Management’s Discussion and Analysis of Financial Condition and Results of Operations of Legacy WeWork for the three and nine months ended September 30, 2021 and 2020, are included in Exhibit 99.3 attached hereto and are incorporated herein by reference.
(b) | Pro forma financial information. |
Certain pro forma financial information of the Company is attached as Exhibit 99.2 to the Original Report and is incorporated herein by reference.
(c) | Exhibits. |
* | Certain schedules to this Exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K of the Exchange Act. The Company hereby agrees to hereby furnish supplementally a copy of all omitted schedules to the SEC upon request. |
+ | Indicates a management or compensatory plan. |
^ | Certain portions of this Exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The Company hereby agrees to furnish supplementally an unredacted copy of the exhibit to the SEC upon its request. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
WEWORK INC. | ||||||
By: | /s/ Jared DeMatteis | |||||
Date: November 15, 2021 | Name: Jared DeMatteis | |||||
Title: Chief Legal Officer |