Item 7.01 Regulation FD Disclosure
As previously disclosed, on March 25, 2021, BowX Acquisition Corp., a Delaware
corporation ("BowX"), entered into an Agreement and Plan of Merger (the "Merger
Agreement"), by and among BowX, BowX Merger Subsidiary Corp., a Delaware
corporation and a direct wholly owned subsidiary of BowX, and WeWork Inc., a
Delaware corporation ("WeWork").
Attached as Exhibit 99.1 is an investor presentation that WeWork plans to use at
its virtual investor day on October 7, 2021. Ahead of its planned combination
with BowX, WeWork's management will present an overview of WeWork's market
position, strategy, and growth plans.
The information set forth in 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 ("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.
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
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
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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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
99.1 Investor Presentation
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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