Attached files

file filename
EX-99.1 - PRESS RELEASE - BowX Acquisition Corp.ea125123ex99-1_bowxacq.htm
EX-10.3 - ADMINISTRATIVE SERVICES AGREEMENT BETWEEN THE COMPANY AND BOW CAPITAL MANAGEMENT - BowX Acquisition Corp.ea125123ex10-3_bowxacq.htm
EX-10.2 - REGISTRATION RIGHTS AGREEMENT BETWEEN THE COMPANY AND CERTAIN SECURITY HOLDERS - BowX Acquisition Corp.ea125123ex10-2_bowxacq.htm
EX-10.1 - INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST - BowX Acquisition Corp.ea125123ex10-1_bowxacq.htm
EX-4.1 - WARRANT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE COM - BowX Acquisition Corp.ea125123ex4-1_bowxacq.htm
EX-3.1 - AMENDED AND RESTATED CERTIFICATE OF INCORPORATION - BowX Acquisition Corp.ea125123ex3-1_bowxacq.htm
EX-1.1 - UNDERWRITING AGREEMENT BETWEEN THE COMPANY AND UBS SECURITIES LLC, AS REPRESENTA - BowX Acquisition Corp.ea125123ex1-1_bowxacq.htm

 

 

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): August 4, 2020

 

BOWX ACQUISITION CORP.

(Exact Name of Registrant as Specified in Charter)

 

Delaware   001-39419   85-1144904
(State or Other Jurisdiction   (Commission   (IRS Employer
of Incorporation)   File Number)   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 filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

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 share of 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, exercisable for shares of common stock at an exercise price of $11.50 per 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 1.01.Entry into a Material Definitive Agreement.

 

On August 4, 2020 the Registration Statement on Form S-1 (SEC File No. 333-239941) (the “Registration Statement”) relating to the initial public offering of units of BowX Acquisition Corp. (the “Company”) was declared effective by the Securities and Exchange Commission (“SEC”).

 

On August 4, 2020, the Company entered into various agreements filed as exhibits to the Registration Statement. The Company also filed an amended and restated certificate of incorporation with the Secretary of State of the State of Delaware. The material terms of such agreements and the amended and restated certificate of incorporation are fully described in the Company’s final prospectus, dated August 4, 2020 as filed with the SEC on August 6, 2020. This Current Report on Form 8-K is being filed solely to file such executed agreements, the state-filed amended and restated certificate of incorporation and press release announcing the pricing of the offering.

 

Item 5.03.Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

 

The information set forth in Item 1.01 is hereby incorporated by reference.

 

Item 9.01.Financial Statement and Exhibits.

 

(d)Exhibits:

 

Exhibit   Description
     
1.1   Underwriting Agreement between the Company and UBS Securities LLC, as representative of the underwriters.
     
3.1   Amended and Restated Certificate of Incorporation.
     
4.1   Warrant Agreement between Continental Stock Transfer & Trust Company and the Company.
     
10.1   Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Company.
     
10.2   Registration Rights Agreement between the Company and certain security holders.
     
10.3   Administrative Services Agreement between the Company and Bow Capital Management LLC.
     
99.1   Press Release.

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: August 10, 2020

  BOWX ACQUISITION CORP.
       
  By: /s/ Vivek Ranadive
    Name: Vivek Ranadive
    Title: Chairman and Co-Chief Executive Officer

 

 

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