SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 7, 2021
BOWX ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
2400 Sand Hill Rd., Suite 200
Menlo Park, CA
|(Address of principal executive offices)||(Zip Code)|
(Registrant’s telephone number, including area code)
(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
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 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.
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.
Dated: May 11, 2021
|BOWX ACQUISITION CORP.|
/s/ Vivek Ranadivé
|Name: Vivek Ranadivé|
|Title: Chairman and Co-Chief Executive Officer|