Proposal No. 1 — The BCA Proposal — to consider and vote upon a proposal to approve and adopt the Agreement and Plan of Merger, dated as of March 25, 2021, (the “Merger Agreement”), by and among BowX, Merger Sub and WeWork, a copy of which is attached to this proxy statement/prospectus as Annex A. The Merger Agreement provides for, among other things, the merger of Merger Sub with and into WeWork, with WeWork surviving the First Merger as a wholly owned subsidiary of New WeWork, in accordance with the terms and subject to the conditions of the Merger Agreement as more fully described elsewhere in this proxy statement/prospectus (the “BCA Proposal”);

Organizational Documents Proposals — to consider and vote upon the following four separate proposals (collectively, the “Organizational Documents Proposals”) to amend BowX’s Amended and Restated Certificate of Incorporation (the “Existing Charter”) and BowX’s Bylaws (the “Existing Bylaws” and together with the Existing Charter, the “Organizational Documents”), which are reflected in the proposed Second Amended and Restated Certificate of Incorporation of BowX (the “Proposed Charter”) and proposed Amended and Restated Bylaws of BowX (the “Proposed Bylaws” and together, the “Proposed Organizational Documents”), the full texts of which are attached to this proxy statement/prospectus as Annex B and Annex C:

Proposal No. 2 — Organizational Documents Proposal A — to authorize the change in the authorized capital stock of BowX from 87,500,000 shares of BowX Class A Common Stock, 12,500,000 shares of BowX Class B Common Stock, and 1,000,000 shares of preferred stock, par value $0.0001, to (a) 1,500,000,000 shares of Class A common stock, par value $0.0001 per share, of New WeWork (the “New WeWork Class A Common Stock”), (b) 25,041,666 shares of Class C common stock, par value $0.0001 per share, of New WeWork (the “New WeWork Class C Common Stock” and, together with the WeWork Class A Common Stock, the “New WeWork Common Stock”), and (c) 100,000,000 shares of preferred stock, $0.0001 per share, of New WeWork (the “New WeWork Preferred Stock” and, together with the New WeWork Common Stock, the “New WeWork Capital Stock”). Further, to authorize the New WeWork Class C Common Stock as a non-economic voting security without rights to dividends or on liquidation (“Organizational Documents Proposal A”);

Proposal No. 3 — Organizational Documents Proposal B — with respect to any vote or election submitted to the holders of shares of New WeWork Capital Stock for approval, to restrict the SoftBank Holders (as defined herein), for a period of at least two years, from exercising voting rights over more than 49.9% of the voting securities present (attending virtually or by proxy) and voting at any such meeting of the stockholders (“Organizational Documents Proposal B”);

Proposal No. 4 — Organizational Documents Proposal C — to provide for only one class of board of directors and direct that board vacancies be filled by the majority of directors then in

Proposal No. 5 — Organizational Documents Proposal D — to approve and adopt the additional changes in the Proposed Charter, including changing BowX’s name from “BowX Acquisition Corp.” to “WeWork Inc.,” which our board of directors believes are necessary to adequately address the needs of New WeWork immediately following the consummation of the Business Combination and approval of the Proposed Charter (“Organizational Documents Proposal D”);

Proposal No. 6 — The Director Election Proposal — to consider and vote upon a proposal to elect, effective at Closing, assuming the BCA Proposal and the Organizational Documents Proposals are approved, nine directors who, upon consummation of the Business Combination, will be the directors of New WeWork (the “Director Election Proposal”);

Proposal No. 7 — The Stock Issuance Proposal — to consider and vote upon a proposal to approve and adopt for purposes of complying with the applicable provisions of The Nasdaq Stock Market Listing Rule 5635, the issuance of (a) shares of BowX Class A Common Stock to the PIPE Investors, pursuant to the PIPE Investment; and (b) shares of New WeWork Common Stock to the WeWork Stockholders pursuant to the Merger Agreement (the “Stock Issuance Proposal”);

Proposal No. 8 — The Equity Incentive Plan Proposal — to consider and vote upon a proposal to approve and adopt the New WeWork 2021 Equity Incentive Plan attached to this proxy statement/prospectus as Annex D (the “Equity Incentive Plan Proposal”);

Proposal No. 9 — The ESPP Proposal — to consider and vote upon a proposal to approve and adopt the New WeWork 2021 Employee Stock Purchase Plan attached to this proxy statement/prospectus as Annex E (the “ESPP Proposal”); and

Proposal No. 10 — The Adjournment Proposal — to consider and vote upon a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the special meeting (the “Adjournment Proposal”).

(a) hold BowX Class A Common Stock, or (b) if you hold BowX Class A Common Stock through units, you elect to separate your units into the underlying BowX Class A Common Stock and public warrants prior to exercising your redemption rights with respect to the BowX Class A Common Stock;

submit a written request to Continental Stock Transfer & Trust Company (“Continental”), BowX’s transfer agent, that BowX redeem all or a portion of your public stock for cash; and

deliver your public stock to Continental, BowX’s transfer agent, physically or electronically through The Depository Trust Company (“DTC”).

ABOUT THIS PROXY STATEMENT/PROSPECTUS

TRADEMARKS

SELECTED DEFINITIONS

QUESTIONS AND ANSWERS FOR STOCKHOLDERS OF BOWX

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

SELECTED HISTORICAL FINANCIAL INFORMATION OF BOWX

SELECTED HISTORICAL FINANCIAL INFORMATION OF WEWORK

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

COMPARATIVE PER SHARE DATA

MARKET PRICE AND DIVIDEND INFORMATION

RISK FACTORS

SPECIAL MEETING OF BOWX

BCA PROPOSAL

ORGANIZATIONAL DOCUMENTS PROPOSALS

DIRECTOR ELECTION PROPOSAL

STOCK ISSUANCE PROPOSAL

EQUITY INCENTIVE PLAN PROPOSAL

ESPP PROPOSAL

ADJOURNMENT PROPOSAL

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

INFORMATION ABOUT BOWX

BOWX’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

INFORMATION ABOUT WEWORK

WEWORK’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT OF NEW WEWORK FOLLOWING THE BUSINESS COMBINATION

WEWORK’S COMPENSATION DISCUSSION AND ANALYSIS

EXECUTIVE COMPENSATION

BENEFICIAL OWNERSHIP OF SECURITIES

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

DESCRIPTION OF BOWX SECURITIES

BOWX SHARE ELIGIBLE FOR FUTURE SALE

ADDITIONAL INFORMATION

STOCKHOLDER COMMUNICATIONS

LEGAL MATTERS

EXPERTS

DELIVERY OF DOCUMENTS TO STOCKHOLDERS

WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE

INDEX TO FINANCIAL STATEMENTS

WEWORK FINANCIAL STATEMENTS

BOWX FINANCIAL STATEMENTS

ANNEX A—MERGER AGREEMENT

ANNEX B—FORM OF PROPOSED CHARTER OF BOWX

ANNEX C—FORM OF PROPOSED BYLAWS OF BOWX

ANNEX D—NEW WEWORK 2021 EQUITY INCENTIVE PLAN

ANNEX E—NEW WEWORK 2021 EMPLOYEE STOCK PURCHASE PLAN

ANNEX F—COMMITMENT LETTER

ANNEX G—FORM OF STOCKHOLDERS AGREEMENT

ANNEX H—FORM OF STOCKHOLDER SUPPORT AGREEMENT WITH CERTAIN WEWORK STOCKHOLDERS

ANNEX I—FORM OF REGISTRATION RIGHTS AGREEMENT

ANNEX J—FORM OF SUBSCRIPTION AGREEMENT

ANNEX K—FORM OF SPONSOR SUPPORT AGREEMENT

ANNEX L—FORM OF STOCKHOLDER SUPPORT AGREEMENT WITH CERTAIN SOFTBANK PARTIES

ANNEX M—FORM OF LOCK-UP AGREEMENT

INFORMATION NOT REQUIRED IN PROSPECTUS

“2021 Plan” are to the New WeWork 2021 Equity Incentive Plan attached to this proxy statement/prospectus as Annex D;

“Adjusted EBITDA” are to net loss before income tax (benefit) provision, interest and other (income) expense, depreciation and amortization expense, stock-based compensation expense, expense related to stock-based payments for services rendered by consultants, income or expense relating to the changes in fair value of assets and liabilities remeasured to fair value on a recurring basis, expense related to costs associated with mergers, acquisitions, divestitures and capital raising activities, legal, tax and regulatory reserves or settlements, significant legal costs incurred by WeWork in connection with regulatory investigations and litigation regarding WeWork’s 2019 withdrawn initial public offering and the related execution of the SoftBank Transactions, net of any insurance or other recoveries, significant non-ordinary course asset impairment charges and, to the extent applicable, any impact of discontinued operations, restructuring charges, and other gains and losses on operating assets;

“Aggregate Fully Diluted WeWork Capital Stock” are to without duplication, (a) the aggregate number of shares of WeWork Capital Stock (other than WeWork Class C Common Stock and WeWork Restricted Stock Awards) that are (i) issued and outstanding immediately prior to the Effective Time or (ii) issuable upon, or subject to, the settlement of WeWork Options (whether or not then vested or exercisable, before giving effect to clause (c) below), WeWork Warrants (whether or not then exercisable, before giving effect to clause (d) below), WeWork Series C Convertible Note, WeWork Restricted Stock Awards, WeWork Restricted Stock Unit Awards and WeWork Partnerships Profits Interest Units (with an assumed 1:1 exchange for Partnership Profits Interest Units for shares of WeWork Common Stock, before giving effect to clause (e) below), in each case, that are outstanding immediately prior to the Effective Time, minus (b) the Treasury Shares outstanding immediately prior to the Effective Time, minus (c) a number of shares with a value based on the Per Share Merger Consideration (as defined in the Merger Agreement) equal to the aggregate exercise price of the WeWork Options described in clause (ii) above divided by the Per Share Merger Consideration; provided that any WeWork Option with an exercise price equal to or greater than the Per Share Merger Consideration shall not be counted for purposes of determining the number of Aggregate Fully Diluted WeWork Capital Stock, minus (d) a number of shares with a value based on the Per Share Merger Consideration equal to the aggregate exercise price of the WeWork Warrants described in clause (ii) above divided by the Per Share Merger Consideration; provided that any WeWork Warrant with an exercise price equal to or greater than the Per Share Merger Consideration shall not be counted for purposes of determining the number of Aggregate Fully Diluted WeWork Capital Stock, minus (e) a number of shares equal to the aggregate catch-up base amount (pursuant to the Partnership Agreement) of the WeWork Partnerships Profits Interest Units described in clause (ii) above divided by the Per Share Merger Consideration; provided that any WeWork Partnerships Profits Interest Unit with a catch-up base amount equal to or greater than the Per Share Merger Consideration shall not be counted for purposes of determining the number of Aggregate Fully Diluted WeWork Capital Stock, plus (f) 47,366,404 hypothetical shares of WeWork Common Stock, minus a hypothetical number of shares with a value based on the Per Share Merger Consideration equal to $473,664.04 divided by the Per Share Merger Consideration (it being understood that the hypothetical shares of WeWork Common Stock pursuant to this clause (f) is intended to include dilution from the First Warrant in Aggregate Fully Diluted WeWork Capital Stock);

“Aggregate Merger Consideration” are to 655,300,000 shares of BowX Class A Common Stock.

“Agreement End Date” are to October 31, 2021;

“Anchor PIPE Investors” are to certain investors of WeWork that entered into the Anchor Subscription Agreements in connection with the PIPE Investment;

“Anchor Subscription Agreements” are to the Subscription Agreements pursuant to which the Anchor PIPE Investors consummated the PIPE Investment;

“Ancillary Agreements” are to the Stockholder Support Agreements, the Sponsor Support Agreement, the Lock-Up Agreements, the Credit Support Letter Agreement, the First Warrant, the Commitment Letter, the FIRPTA Letter and the Confidentiality Agreement;

“Available Cash” are to the amount as calculated by adding the Trust Amount and the PIPE Investment Amount;

“BowX” are to BowX Acquisition Corp., a Delaware corporation;

“BowX Class A Common Stock” are to BowX’s Class A common stock, par value $0.0001 per share;

“BowX Class B Common Stock” are to BowX’s Class B common stock, par value $0.0001 per share;

“BowX Common Stock” are to BowX Class A Common Stock and BowX Class B Common Stock;

“BowX Modification in Recommendation” are to the Board of Directors of BowX withdrawing, amending, qualifying or modifying its recommendation to the stockholders of BowX that they vote in favor of the Business Combination;

“BowX Units” and “units” are to the units of BowX, each unit representing one share of BowX Class A Common Stock and one-third of one redeemable warrant to acquire one share of BowX Class A Common Stock, that were offered and sold by BowX in its initial public offering and registered pursuant to the IPO registration statement (less the number of units that have been separated into the underlying shares of public stock and underlying warrants upon the request of the holder thereof);

“Business Combination” are to the Mergers together with the other agreements and transactions contemplated by the Merger Agreement;

“Closing” are to the closing of the Business Combination;

“Code” are to the Internal Revenue Code of 1986, as amended;

“COFECE” are to the Mexican Federal Economic Competition Commission (the Comisión Federal de Competencia Económica);

“Commitment Letter” are to that certain Letter Agreement by and between BowX, WeWork Companies LLC, StarBright WW LP, and WW Co-Obligor Inc., dated as of March 25, 2021, attached to this proxy statement/prospectus as Annex F;

“Company,” “we,” “us” and “our” are to BowX, including after its change of name to “WeWork Inc.”;

“Company Credit Agreement” are to the Credit Agreement, dated as of December 27, 2019, as amended by the First Amendment, dated as of February 10, 2020, and as further amended by the Second Amendment to the Credit Agreement and First Amendment to the Security Agreement, dated as of April 1, 2020, among WeWork Companies LLC, as co-obligor, SBG, as co-obligor, Goldman Sachs International Bank, as administrative agent, and the issuing creditors and letter of credit participants from time to time party thereto;

“Company/SBG Reimbursement Agreement” are to the Reimbursement Agreement, dated as of February 10, 2020, as amended by the First Amendment, dated as of April 1, 2020, among WeWork Companies LLC and SBG;

“Condition Precedent Proposals” are to the BCA Proposal, each of the Organizational Documents Proposals, the Director Election Proposal, the Stock Issuance Proposal, the Equity Incentive Plan Proposal and the ESPP Proposal;

“Confidentiality Agreement” are to the Mutual Non-Disclosure Agreement, dated as of December 4, 2020, between BowX and WeWork;

“Continental” are to Continental Stock Transfer & Trust Company;

“Credit Support Letter Agreement” are to that certain Letter Agreement by and between BowX, WeWork Companies LLC and the SoftBank Obligor dated as of March 25, 2021;

“DGCL” are to the General Corporation Law of the State of Delaware;

“Effective Time” are to the date and time the First Merger becomes effective;

“Enterprise Members” are to organizations with more than 500 full time employees;

“ESPP” are to the New WeWork 2021 Employee Stock Purchase Plan attached to this proxy statement/prospectus as Annex E;

“Exchange Act” are to the Securities Exchange Act of 1934, as amended;

“Exchange Ratio” are to the quotient obtained by dividing (i) Aggregate Merger Consideration by (ii) the number of shares of Aggregate Fully Diluted WeWork Capital Stock, which is expected to be approximately 0.8257 based on WeWork’s capitalization as of September 14, 2021;

“Excluded Shares” are to WeWork Class C Common Stock, Treasury Shares, the Dissenting Shares, and shares of WeWork Capital Stock reserved in respect of WeWork Awards;

“Existing Bylaws” are to the bylaws of BowX, as amended from time to time;

“Existing Charter” are to the amended and restated certificate of incorporation of BowX, as amended from time to time;

“FIRPTA” are to Sections 897, 1445, 6039C and any related provisions of the Code, and the Treasury Regulations promulgated thereunder, commonly known as the “Foreign Investment in Real Property Tax Act”;

“FIRPTA Letter” are to that letter agreement dated as of March 25, 2021, by and among SBWW, SVFE, BowX and WeWork related to WeWork’s potential current or future status as a USRPHC and related tax withholding matters in connection with the Business Combination;

“First Merger” are to the merger of Merger Sub with and into WeWork, with WeWork surviving the merger as a wholly owned subsidiary of BowX;

“First Warrant” are to one or more warrants issued by BowX to SBWW or its designees to purchase a number of shares of BowX Class A Common Stock (rounded to the nearest whole share) equal to 47,366,404 multiplied by the Exchange Ratio, subject to the terms set forth therein, at a price per share equal to $0.01 divided by the Exchange Ratio (rounded to the nearest full cent);

“Founder Shares” are to the shares of BowX Class B Common Stock issued to Sponsor on May 26, 2020, in connection with our initial public offering;

“GAAP” are to accounting principles generally accepted in the United States of America;

“HSR Act” are to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;

“initial public offering” are to BowX’s initial public offering that was consummated on August 7, 2020;

“initial stockholders” are to holders of BowX’s Class B Common Stock prior to the consummation of the initial public offering and their respective permitted transferees;

“IPO registration statement” are to the Registration Statement on Form S-1 (333-239941) filed by BowX in connection with its initial public offering, which became effective on August 4, 2020;

“IRS” are to the U.S. Internal Revenue Service;

“JOBS Act” are to the Jumpstart Our Business Startups Act of 2012;

“LC Warrant” are to one or more warrants issued by BowX to SBG or its designees to purchase a number of shares of BowX Class A Common Stock (rounded to the nearest whole share) equal to 14,431,991 multiplied by the Exchange Ratio, subject to the terms set forth therein, at a price per share equal to $0.01 divided by the Exchange Ratio (rounded to the nearest full cent);

“Lock-Up Agreements” are to lock-up agreements entered into by the Sponsor, certain of BowX’s officers, certain of WeWork’s officers and certain WeWork Stockholders;

“Lock-Up Period” are to one year or nine months as specified in the Lock-Up Agreements;

“Lock-Up Shares” are to any shares of New WeWork Common Stock held by the parties to the Lock-Up Agreements immediately after the Closing, or any shares of New WeWork Common Stock issuable upon the exercise of options, warrants or other convertible securities held by such persons immediately after the Closing;

“Mature Locations” are to locations that are open for longer than 12 months;

“Merger Agreement” are to the Agreement and Plan of Merger by and among BowX, Merger Sub and WeWork dated as of March 25, 2021;

“Merger Sub” are to BowX Merger Subsidiary Corp., a Delaware corporation;

“Merger Sub II” are to BowX Merger Subsidiary II, LLC, a Delaware limited liability company;

“Mergers” are to the First Merger and Second Merger;

“Minimum Available Cash Condition” are to the condition to closing that the Trust Amount and the PIPE Investment Amount, in the aggregate, being greater than $800.0 million;

“Nasdaq” are to the Nasdaq Stock Market LLC;

“New WeWork” are to BowX immediately following the consummation of the Business Combination;

“New WeWork Class A Common Stock” are to Class A common stock, par value $0.0001 per share, of New WeWork;

“New WeWork Class C Common Stock” are to Class C common stock, par value $0.0001 per share, of New WeWork, a non-economic voting security without rights to dividends or on liquidation that are being issued in exchange for WeWork Class C Common Stock in the First Merger, and that correspond with an outstanding WeWork Partnerships Profits Interest Unit, as described in the section entitled “Certain Relationships and Related Person Transactions — WeWork — Operating Partnership”;

“New WeWork Common Stock” are to New WeWork Class A Common Stock and New WeWork Class C Common Stock;

“New WeWork Options” are to options to purchase shares of New WeWork Class A Common Stock;

“New WeWork Preferred Stock” are to preferred stock, par value $0.0001 per share, of New WeWork;

“New WeWork Restricted Stock Awards” are to restricted shares of New WeWork Class A Common Stock;

“New WeWork Restricted Stock Units” are to restricted stock units providing for the issuance of New WeWork Class A Common Stock;

“Non-Mature Locations” are to locations that are open for less than 12 months;

“NYSE” are to New York Stock Exchange;

“Organizational Documents” are to the Existing Charter and the Existing Bylaws;

“Partnership Agreement” are to the Second Amended and Restated Agreement of Exempted Limited Partnership of the WeWork Partnerships, dated on October 30, 2019, which will be amended and restated upon the consummation of the Business Combination as described under “Certain Relationships and Related Person Transactions—WeWork—Operating Partnership”;

“Person” are to any individual, firm, corporation, partnership, exempted limited partnership, limited liability company, exempted company, incorporated or unincorporated association, joint venture, joint stock company, governmental authority or instrumentality or other entity of any kind;

“Physical Occupancy” are to the number of physical memberships divided by total workstations;

“PIPE Investment” are to the purchase of shares of BowX Common Stock pursuant to the Subscription Agreements;

“PIPE Investment Amount” are to the $800.0 million aggregate gross purchase price received by BowX prior to or substantially concurrently with the Closing for the shares in the PIPE Investment;

“PIPE Investors” are to those certain investors participating in the PIPE Investment pursuant to the Subscription Agreements;

“PIPE Shares” are to the shares of BowX Common Stock purchased in the PIPE Investment;

“private placement warrants” are to the warrants to acquire one share each of BowX Class A Common Stock, that were sold in private placements simultaneously with the closing of BowX’s initial public offering;

“pro forma” are to giving pro forma effect to the Business Combination;

“Proposed Bylaws” are to the proposed bylaws of BowX upon Closing attached to this proxy statement/prospectus as Annex C;

“Proposed Charter” are to the proposed certificate of incorporation of BowX upon Closing attached to this proxy statement/prospectus as Annex B;

“Proposed Organizational Documents” are to the Proposed Bylaws and the Proposed Charter;

“public stock” are to the BowX Class A Common Stock (including those shares that underlie the units) that were offered and sold by BowX in its initial public offering and registered pursuant to the IPO registration statement;

“public stockholders” are to holders of public stock, whether acquired in BowX’s initial public offering or acquired in the secondary market;

“public warrants” are to the redeemable warrants to purchase BowX Class A Common Stock (including those that underlie the units) that were offered and sold by BowX in its initial public offering and registered pursuant to the IPO registration statement;

“redemption” are to each redemption of shares of public stock for cash pursuant to the Organizational Documents;

“Registration Rights Agreement” are to the Amended and Restated Registration Rights Agreement to be entered into at Closing, by and among BowX, the Sponsor, the Anchor PIPE Investors and certain other WeWork Stockholders;

“Sarbanes Oxley Act” are to the Sarbanes-Oxley Act of 2002;

“SBG” are to SoftBank Group Corp. or a controlled affiliate or subsidiary thereof, but unless the context otherwise requires, does not include SVFE or the SoftBank Vision Fund;

“SBWW” are to SB WW Holdings (Cayman) Limited, which is an indirect, wholly-owned subsidiary of SBG;

“SEC” are to the United States Securities and Exchange Commission;

“Second Merger” are to the merger of WeWork with and into Merger Sub II following the First Merger, with Merger Sub II surviving the merger as a wholly owned subsidiary of BowX;

“Securities Act” are to the Securities Act of 1933, as amended;

“special meeting” are to the special meeting of the BowX stockholders in lieu of its 2021 annual meeting;

“SoftBank Holder” are to SBG and SVF;

“SoftBank Obligor” are to SoftBank Group Corp., a Japanese joint-stock company;

“SoftBank Party” are to SoftBank Group Corp. or any of its Affiliates, other than WeWork or any of its subsidiaries;

“SoftBank Vision Fund” are to SoftBank Vision Fund (AIV M1) L.P.;

“Sponsor” are to BowX Sponsor, LLC, a Delaware limited liability company;

“Sponsor Persons” are to Murray Rode, Eric Dunn, Lori Wright, and Vijay Advani;

“Sponsor Support Agreement” are to that certain Support Agreement, dated March 25, 2021, by and among the Sponsor, the Sponsor Persons, BowX and WeWork;

“Stockholders Agreement” are to the certain Stockholders Agreement to be entered into at Closing by and among BowX, the Sponsor, SBWW, SVFE and certain other holders of BowX Common Stock;

“Stockholder Support Agreements” are to those certain Support Agreements, each dated March 25, 2021, entered into by and among BowX, WeWork and certain WeWork Stockholders;

“Subscription Agreements” are to the subscription agreements pursuant to which the PIPE Investment will be consummated;

“Surviving Corporation” are to WeWork in its capacity as the surviving corporation of the First Merger;

“Surviving Entity” are to Merger Sub II in its capacity as the surviving entity of the Second Merger;

“SVFE” are to SVF Endurance (Cayman) Limited, which is a direct, wholly-owned subsidiary of SoftBank Vision Fund;

“Third-Party PIPE Investment” are to any PIPE Investment made by a Third-Party PIPE Investor;

“Third-Party PIPE Investment Amount” are to the aggregate gross purchase price received by BowX prior to or substantially concurrently with Closing for the shares in the Third-Party PIPE Investment;

“Third-Party PIPE Investor” are to any PIPE Investor who is not an Anchor PIPE Investor;

“trust account” are to the trust account established at the consummation of BowX’s initial public offering maintained by Continental, acting as trustee;

“Trust Agreement” are to the Investment Management Trust Agreement, dated August 4, 2020, by and between BowX and Continental, as trustee;

“Trust Amount” are to the amount of cash available in the trust account as of the Closing, after deducting the amount required to satisfy BowX’s obligations to its stockholders (if any) that exercise their redemption rights (but prior to the payment of any (i) deferred underwriting commissions being held in the trust account and (ii) transaction expenses of BowX, WeWork or their affiliates);

“USRPHC” are to a “United States real property holding corporation” within the meaning of the Code and the Treasury Regulations thereunder;

“Warrant Agreement” are to that certain warrant agreement, dated August 4, 2020, between BowX and Continental Stock Transfer & Trust Company;

“warrants” are to public warrants and private placement warrants;

“WeWork” are to WeWork Inc., a Delaware corporation, prior to the Business Combination;

“WeWork All Access” are to monthly memberships providing an individual with access to any participating WeWork locations;

“WeWork Awards” are to WeWork Options, WeWork Restricted Stock Unit Awards and WeWork Restricted Stock Awards;

“WeWork Capital Stock” are to WeWork Common Stock and WeWork Preferred Stock;

“WeWork Class A Common Stock” are to WeWork’s Class A common stock, par value $0.001 per share;

“WeWork Class A Common Warrants” are to warrants to purchase WeWork’s Class A Common Stock;

“WeWork Class B Common Stock” are to WeWork’s Class B common stock, par value $0.001 per share;

“WeWork Class C Common Stock” are to WeWork’s Class C common stock, par value $0.001 per share;

“WeWork Class D Common Stock” are to WeWork’s Class D common stock, par value $0.001 per share;

“WeWork Common Stock” are to WeWork Class A Common Stock, WeWork Class B Common Stock, WeWork Class C Common Stock and WeWork Class D Common Stock;

“WeWork Incentive Plans” means WeWork’s 2013 Stock Incentive Plan and its 2015 Equity Incentive Plan, in each case as amended from time to time;

“WeWork Junior Non-Voting Preferred Stock” are to WeWork’s Junior Non-Voting Preferred Stock, par value $0.001 per share;

“WeWork Modification in Recommendation” are to the Board of Directors of WeWork withdrawing, amending, qualifying or modifying its recommendation to the stockholders of WeWork that they vote in favor of the Business Combination;

“WeWork On Demand” are to WeWork memberships that give users pay-as-you-go access to book individual workspace or conference rooms at nearby WeWork locations;

“WeWork Options” are to options to purchase shares of WeWork Common Stock;

“WeWork Partnership” are to The We Company Management Holdings L.P., a Cayman Islands exempted limited partnership, which was historically used by WeWork to grant Partnerships Profits Interest Units, as described under “Certain Relationships and Related Person Transactions—WeWork —Profits Interests”;

“WeWork Partnerships Class A Common Units” are to interests in the WeWork Partnership that are designated as WeWork Partnership Class A Common Units thereof with the rights and obligations specified with respect to a WeWork Partnership Class A Common Unit set forth in the Partnership Agreement.

“WeWork Partnerships Class B Common Units” are to interests in the WeWork Partnership that are designated as WeWork Partnership Class B Common Units thereof with the rights and obligations specified with respect to a WeWork Partnership Class B Common Unit set forth in the Partnership Agreement.

“WeWork Partnerships Profits Interest Units” are to interests in the WeWork Partnership that are designated as WeWork Partnership Class PI Common Units thereof with the rights and obligations specified with respect to a WeWork Partnership Class PI Common Unit set forth in the Partnership Agreement and any applicable profits interest award agreement;

“WeWork Preferred Stock” are to WeWork Junior Non-Voting Preferred Stock, WeWork Series A Preferred Stock, WeWork Series AP-1 Acquisition Preferred Stock, WeWork Series AP-2 Acquisition Preferred Stock, WeWork Series AP-3 Acquisition Preferred Stock, WeWork Series AP-4 Acquisition Preferred Stock, WeWork Series B Preferred Stock, WeWork Series C Preferred Stock, WeWork Series D-1 Preferred Stock, WeWork Series D-2 Preferred Stock, WeWork Series E Preferred Stock, WeWork Series F Preferred Stock, WeWork Series G Preferred Stock, WeWork Series G-1 Preferred Stock, WeWork Series H-1 Preferred Stock, WeWork Series H-2 Preferred Stock, WeWork Series H-3 Preferred Stock and WeWork Series H-4 Preferred Stock;

“WeWork Restricted Stock Awards” are to restricted shares of WeWork Common Stock granted under a WeWork Incentive Plan, which includes any shares of WeWork Common Stock issued pursuant to early-exercised WeWork Options that remain subject to vesting conditions;

“WeWork Restricted Stock Unit Awards” are to restricted stock units based on shares of WeWork Common Stock (whether to be settled in cash or shares), granted under a WeWork Incentive Plan;

“WeWork Series A Preferred Stock” are to WeWork’s Series A preferred stock, par value $0.001;

“WeWork Series AP-1 Acquisition Preferred Stock” are to WeWork’s Series AP-1 preferred stock, par value $0.001 per share;

“WeWork Series AP-2 Acquisition Preferred Stock” are to WeWork’s Series AP-2 preferred stock, par value $0.001 per share;

“WeWork Series AP-3 Acquisition Preferred Stock” are to WeWork’s Series AP-3 preferred stock, par value $0.001 per share;

“WeWork Series AP-4 Acquisition Preferred Stock” are to WeWork’s Series AP-4 preferred stock, par value $0.001 per share;

“WeWork Series B Preferred Stock” are to WeWork’s Series B preferred stock, par value $0.001 per share;

“WeWork Series C Convertible Note” are to a convertible note exercisable for WeWork Series C Preferred Stock;

“WeWork Series C Preferred Stock” are to WeWork’s Series C preferred stock, par value $0.001 per share;

“WeWork Series D-1 Preferred Stock” are to WeWork’s Series D-1 preferred stock, par value $0.001 per share;

“WeWork Series E Preferred Stock” are to WeWork’s Series E preferred stock, par value $0.001 per share;

“WeWork Series F Preferred Stock” are to WeWork’s Series F preferred stock, par value $0.001 per share;

“WeWork Series G-1 Preferred Stock” are to WeWork’s Series G-1 preferred stock, par value $0.001 per share;

“WeWork Series G Preferred Stock” are to WeWork’s Series G preferred stock, par value $0.001 per share;

“WeWork Series H-1 Preferred Stock” are to WeWork’s Series H-1 preferred stock, par value $0.001 per share;

“WeWork Series H-2 Preferred Stock” are to WeWork’s Series H-2 preferred stock, par value $0.001 per share;

“WeWork Series H-3 Preferred Stock” are to WeWork’s Series H-3 preferred stock, par value $0.001 per share;

“WeWork Series H-4 Preferred Stock” are to WeWork’s Series H-4 preferred stock, par value $0.001 per share;

“WeWork Series H Preferred Warrants” are to warrants to purchase WeWork Series H-3 Preferred Stock and/or WeWork Series H-4 Preferred Stock;

“WeWork Stockholders” are to the stockholders of WeWork and holders of WeWork Awards, WeWork Warrants, WeWork Series C Convertible Note, and Partnerships Profits Interest Units prior to the Business Combination; and

“WeWork Warrants” means the WeWork Class A Common Warrants and the WeWork Series H Preferred Warrants.

Why am I receiving this proxy statement/prospectus?

BowX has entered into the Merger Agreement with WeWork and the other parties thereto pursuant to which, among other transactions, on the terms and conditions set forth therein, Merger Sub is to merge with and into WeWork, with WeWork surviving the First Merger as a wholly owned subsidiary of BowX; and as promptly as practicable and as part of the same overall transaction as the First Merger, such Surviving Corporation will be merged with and into Merger Sub II, with Merger Sub II being the surviving entity of the Second Merger. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A.

What matters will the stockholders consider at the special meeting?

At the special meeting, BowX is asking holders of BowX Common Stock to consider and vote upon:

The BCA Proposal – a proposal to approve and adopt the Merger Agreement and the Business Combination;

The Organizational Documents Proposals – four proposals to amend the Existing Charter;

The Director Election Proposal—a proposal to approve the election of nine directors, who, upon consummation of the Business Combination, will be the directors of New WeWork;

The Stock Issuance Proposal – a proposal to approve, for purposes of complying with applicable listing rules of Nasdaq, the issuance of (a) shares of BowX Class A Common Stock to the PIPE Investors pursuant to the PIPE Investment and (b) shares of New WeWork Common Stock to the WeWork Stockholders pursuant to the Merger Agreement;

The Equity Incentive Plan Proposal – a proposal to approve and adopt the 2021 Plan;

The ESPP Proposal – a proposal to approve and adopt the ESPP; and

The Adjournment Proposal – a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the special meeting.

Are the proposals conditioned on one another?

Yes. Each of the Condition Precedent Proposals are cross-conditioned on the approval of one another. The Adjournment Proposal is not conditioned upon the approval of any other proposal.

What will happen upon the consummation of the Business Combination?

On the Closing Date, Merger Sub will merge with and into WeWork, with WeWork surviving the First Merger as a wholly owned subsidiary of BowX; and as promptly as practicable and as part of the same overall transaction as the First Merger, such Surviving Corporation will be merged with and into Merger Sub II, with Merger Sub II being the surviving entity of the Second Merger. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A.

Why is BowX proposing the Business Combination?

BowX was formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. BowX is not limited to any particular industry or sector.

What will WeWork Stockholders receive in return for BowX’s acquisition of all of the issued and outstanding equity interests of WeWork?

As a result of and upon the Closing, among other things, all outstanding shares of WeWork Capital Stock immediately prior to the Effective Time (other than the Excluded Shares) will be cancelled in exchange for the right to receive a portion of the Aggregate Merger Consideration (at a deemed value of $10.00 per share) representing a pre-transaction equity value of WeWork of approximately $6.553 billion. Additionally, as a result of and upon the Closing, in accordance with the applicable terms of the WeWork Warrants, the WeWork Warrants will be converted into the right to receive a warrant to purchase shares of New WeWork Common Stock upon the same terms and conditions as are in effect with respect to such WeWork Warrant immediately prior to the Effective Time except that (i) such Converted New WeWork Warrant will relate to that whole number of shares of New WeWork Common Stock (rounded down to the nearest whole share) equal to the number of shares of WeWork Capital Stock subject to such WeWork Warrants, multiplied by the Exchange Ratio, and (ii) the exercise price per share for each such Converted New WeWork Warrant shall be equal to the exercise price per share of such WeWork Warrants in effect immediately prior to the Effective Time, divided by the Exchange Ratio (the exercise price per share, as so determined, being rounded up to the nearest full cent). An additional 80,000,000 shares of New WeWork Class A Common Stock will be purchased (at a price of $10.00 per share) at the Closing by certain third-party investors, for a total aggregate purchase price of $800,000,000. The proceeds of the PIPE Investment, together with the amounts remaining in BowX’s trust account as of immediately following the Effective Time will be retained by New WeWork following the Closing. See the section entitled “The BCA Proposal” in the attached proxy statement/prospectus for further information on the consideration payable to stockholders of WeWork.

What equity stake will current BowX stockholders and WeWork Stockholders hold in New WeWork immediately after the consummation of the Business Combination?

It is anticipated that, based on the assumptions set forth below, upon the consummation of the Business Combination, the ownership of New WeWork will be as follows:

WeWork Stockholders

Initial Stockholders

BowX’s Public Stockholders (excluding PIPE Shares)

PIPE Investors

Total

The figures in this table are presented only as illustrative examples and are based on the scenarios described below, which may be different from the actual amount of redemptions in connection with the Business Combination. In the event that shares of BowX Class A Common Stock are redeemed in connection with the Business Combination but the number of shares redeemed is less than 43,231,098, the ownership percentages set forth above will fall in between the two scenarios. For example, if we assume that the number of shares of BowX Class A Common Stock redeemed in connection with the Business Combination total 21,615,549, BowX public stockholders will hold a total of 26,684,451 shares of New WeWork Common Stock at Closing, representing a 3.5% ownership interest.

WeWork Stockholders

Initial Stockholders

BowX’s Public Stockholders (excluding PIPE Shares)

PIPE Investors

Total

The figures in this table are presented only as illustrative examples and are based on the scenarios described below, which may be different from the actual amount of redemptions in connection with the Business Combination. In the event that shares of BowX Class A Common Stock are redeemed in connection with the Business Combination but the number of shares redeemed is less than 43,231,098, the ownership percentages set forth above will fall in between the two scenarios. For example, if we assume that the number of shares of BowX Class A Common Stock redeemed in connection with the Business Combination total 21,615,549, BowX public stockholders will hold a total of 42,784,451 shares of New WeWork Common Stock at Closing, representing a 5.4% ownership interest.

Will the Company obtain new financing in connection with the Business Combination?

Yes. The PIPE Investors have agreed to purchase in the aggregate approximately 80,000,000 shares of New WeWork Class A Common Stock, for $800,000,000 of gross proceeds, in the PIPE Investment. The PIPE Investment is contingent upon, among other things, the closing of the Business Combination. See “BCA Proposal — Related Agreements — Subscription Agreements.”

Did the board of directors of BowX obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

No. The BowX board of directors did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. The BowX board of directors believes that based upon the financial skills and background of its directors, it was qualified to conclude that the Business Combination was fair from a financial perspective to its stockholders. The BowX board of directors also determined, without seeking a valuation from a financial advisor, that WeWork’s fair market value was at least 80% of BowX’s net assets, excluding any taxes payable on interest earned. Accordingly, investors will be relying on the judgment of the BowX board of directors as described above in valuing WeWork’s business and assuming the risk that the BowX board of directors may not have properly valued such business.

Who will be the officers and directors of New WeWork if the Business Combination is consummated?

The Merger Agreement provides that, immediately following the consummation of the Business Combination, the New WeWork board of directors will be comprised of nine directors: Marcelo Claure, Michel Combes, Bruce Dunlevie, Véronique Laury, Sandeep Mathrani, Deven Parekh, Vivek Ranadivé, Kirthiga Reddy and Jeff Sine. Immediately following the consummation of the Business Combination, we expect that the following will be the executive officers of New WeWork: Sandeep Mathrani, Benjamin “Ben” Dunham, Anthony Yazbeck, Jared DeMatteis, Lauren Fritts, Peter Greenspan, Hamid Hashemi, Maral Kazanjian, Scott Morey and Roger Solé Rafols. Concurrently with the consummation of the Business Combination, BowX’s officers and directors, other than Mr. Ranadivé (who will serve as a director of New WeWork following the Business Combination), will resign from their respective positions at BowX. For more information on the management of New WeWork following the Business Combination, see the section entitled “Management of New WeWork Following the Business Combination.”

Do WeWork Stockholders need to approve the Business Combination?

Yes. On March 25, 2021, in connection with execution of the Merger Agreement, BowX, WeWork and certain stockholders of WeWork entered into Stockholder Support Agreements, pursuant to which, among other things and subject to the terms and conditions therein, such WeWork Stockholders agreed to execute and deliver a written consent with respect to the outstanding shares of WeWork Capital Stock held by the signing WeWork Stockholders adopting the Merger Agreement and related transactions and approving the Business Combination (including consenting to enter into the Merger Agreement effective on March 25, 2021 for purposes of any transactions subject to Article Fifth, Part A, Section 3.17 of WeWork’s amended and restated certificate of incorporation (the “Related Party Charter Provision”), to the extent applicable). Such written consent must be delivered promptly, and in any event within forty-eight (48) hours (or, in the case of SBWW, WeWork’s largest stockholder, five (5) calendar days) after (x) the proxy statement/prospectus relating to the approval by BowX stockholders of the Business Combination is declared effective by the SEC and delivered or otherwise made available to BowX and WeWork Stockholders, and (y) BowX or WeWork requests it. The shares of WeWork Common Stock and WeWork Preferred Stock that are owned by the Key Stockholders and subject to the Stockholder Support Agreements represent a majority of the outstanding voting power of WeWork Capital Stock (voting as a single class and on an as converted basis). The execution and delivery of such written consents by all of the stockholders of WeWork that have entered into Stockholder Support Agreements will constitute the WeWork stockholder approval at the time of such delivery, and no additional approval or vote from any holders of any class or series of stock of WeWork will be necessary to adopt and approve the Merger Agreement and the Business Combination.

May BowX or BowX’s directors, officers or advisors, or their affiliates, purchase shares in connection with the Business Combination?

In connection with the stockholder vote to approve the proposed Business Combination, the Sponsor, BowX’s directors, BowX’s officers or BowX’s advisors or any of their affiliates may privately negotiate transactions to purchase shares prior to the Closing from stockholders who would have otherwise elected to have their shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules for a per

Do I have redemption rights?

If you are a holder of public stock, you may redeem your public stock for cash equal to your pro rata share of the aggregate amount on deposit in the trust account, which holds the proceeds of the initial public offering, as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the trust account and not previously released to BowX to pay its franchise and income taxes and for working capital purposes, upon the consummation of the Business Combination. The per share amount BowX will distribute to holders who properly redeem their shares will not be reduced by the deferred underwriting commissions BowX will pay to the underwriters of its initial public offering if the Business Combination is consummated. Holders of the outstanding public warrants do not have redemption rights with respect to such warrants in connection with the Business Combination. Our Sponsor, officers and directors have agreed to waive their redemption rights with respect to their shares of BowX Class B Common Stock and any public stock that they may have acquired during or after the initial public offering in connection with the completion of BowX’s initial business combination. The shares of BowX Class B Common Stock will be excluded from the pro rata calculation used to determine the per share redemption price. For illustrative purposes, based on funds in the trust account as of June 30, 2021, of approximately $483.1 million, the estimated per share redemption price would have been approximately $10.00. This is greater than the $10.00 initial public offering price of BowX Units. Additionally, public stock properly tendered for redemption will only be redeemed if the Business Combination is consummated; otherwise holders of such shares will only be entitled to a pro rata portion of the trust account (including interest but net of taxes payable and dissolution expenses) in connection with the liquidation of the trust account. If the Business Combination is not consummated, BowX may enter into an alternative business combination and close such transaction by August 7, 2022 (subject to the requirements of law). The initial stockholders, including our Sponsor, and our directors and officers, have agreed to waive their redemption rights with respect to all of the Founder Shares in connection with the consummation of the Business Combination. The Founder Shares will be excluded from the pro rata calculation used to determine the per-share redemption price.

How do I exercise my redemption rights?

If you are a public stockholder and wish to exercise your right to redeem the public stock, you must:

(a) hold public stock, or (b) if you hold public stock through units, you elect to separate your units into the underlying public stock and public warrants prior to exercising your redemption rights with respect to the public stock;

submit a written request to Continental, BowX’s transfer agent, that BowX redeem all or a portion of your public stock for cash; and

deliver your public stock to Continental, BowX’s transfer agent, physically or electronically through The Depository Trust Company (“DTC”).

Is there a limit on the number of shares I may redeem?

A public stockholder, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public stock with respect to more than an aggregate of 15% of the public stock, without the consent of BowX. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public stock, then any such stock in excess of that 15% limit would not be redeemed for cash, except with BowX’s consent.

Must I vote “No” in order to redeem my shares?

No. You may exercise your redemption rights whether you vote your public stock for or against the BCA Proposal or do not vote your shares. As a result, the BCA Proposal can be approved by stockholders who will redeem their public stock and no longer remain stockholders, leaving stockholders who choose not to redeem their public stock holding shares in a company with a less liquid trading market, fewer stockholders, less cash and the potential inability to meet stock exchange listing standards.

If I am a holder of units, can I exercise redemption rights with respect to my units?

No. Holders of issued and outstanding units must elect to separate the units into the underlying public stock and public warrants prior to exercising redemption rights with respect to the public stock. If you hold your units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the units into the underlying public stock and public warrants, or if you hold units registered in your own name, you must contact Continental, BowX’s transfer agent, directly and instruct them to do so. You are requested to cause your public stock to be separated and delivered to Continental by 5:00 p.m., Eastern Time, on October 15, 2021, (two business days before the special meeting) in order to exercise your redemption rights with respect to your public stock.

What are the U.S. federal income tax consequences of exercising my redemption rights?

BowX stockholders who exercise their redemption rights to receive cash from the trust account in exchange for their public stock generally (subject to specified exceptions) will be required to treat the transaction either as (1) a sale of such shares, in which case the redeeming stockholder would recognize gain or loss upon the redemption in an amount equal to the difference, if any, between the amount of cash received and the tax basis of the public stock redeemed, or (2) a distribution in respect of such shares. If the redemption is treated as a sale of shares, the stockholder’s gain or loss should be treated as capital gain or loss if such shares were held as a capital asset on the date of the redemption. A stockholder’s tax basis in his, her or its public stock generally will equal the cost of such shares. If the redemption is treated as a distribution in respect of the stockholder’s public stock, the character of the stockholder’s income will depend on whether BowX has current or accumulated earnings and profits, as determined for U.S. federal income tax purposes. A stockholder who purchased BowX Units will have to allocate the cost between the shares of BowX Class A Common Stock or warrants comprising the BowX Units based on their relative fair market values at the time of the purchase. See the section entitled “Certain U.S. Federal Income Tax Considerations for Stockholders Exercising Redemption Rights.”

What are the U.S. federal income tax consequences of the Mergers to WeWork Stockholders?

For U.S. federal income tax purposes, the Mergers, taken together, are intended to constitute a single integrated transaction that qualifies as a “reorganization” within the meaning of section 368(a) of the Code, and each of BowX and WeWork expects to receive a tax opinion from its counsel, Cooley LLP (“Cooley”) and Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”), respectively, to the effect that, for U.S. federal income tax purposes, the Mergers will constitute a reorganization within the meaning of section 368(a) of the Code. These opinions of counsel will be based on customary assumptions, representations, covenants, and undertakings of WeWork, BowX, Merger Sub, and Merger Sub II. If any of the assumptions, representations, covenants or undertakings is incorrect, incomplete, inaccurate, or is breached, the validity of the opinions may be affected and the U.S. federal income tax consequences of the Mergers could differ materially from those described in this proxy statement/prospectus. The obligation of each of WeWork and

What happens to the funds deposited in the trust account after consummation of the Business Combination?

Upon consummation of the Business Combination, the funds deposited in the trust account will be released to pay holders of public stock who properly exercise their redemption rights; to pay transaction fees and expenses incurred by BowX and WeWork in connection with the Business Combination; and for working capital and general corporate purposes of New WeWork following the Business Combination. See the section entitled “BCA Proposal — Sources and Uses of Funds for the Business Combination.”

What happens if a substantial number of the public stockholders vote in favor of the BCA Proposal and exercise their redemption rights?

Our public stockholders are not required to vote in favor of the Business Combination in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the trust account and the number of public stockholders are reduced as a result of redemptions by public stockholders. As a result of redemptions, holders of New WeWork Common Stock may be left holding shares in a company with a less liquid trading market, fewer stockholders, less cash and the potential inability to meet stock exchange listing standards.

What conditions must be satisfied to complete the Business Combination?

There are a number of closing conditions in the Merger Agreement, including that BowX’s stockholders have approved and adopted the Merger Agreement.

When do you expect the Business Combination to be completed?

It is currently anticipated that the Business Combination will be consummated promptly following the special meeting of stockholders; provided that all other conditions to the consummation of the Business Combination have been satisfied or waived. For a description of the conditions for the completion of the Business Combination, see the section entitled “BCA Proposal — The Merger Agreement.”

What happens if the Business Combination is not consummated?

There are certain circumstances under which the Merger Agreement may be terminated. See the sections entitled “BCA Proposal — The Merger Agreement — Closing Conditions” and “— Termination; Effectiveness” for information regarding the parties’ specific termination rights.

If I hold warrants, can I exercise redemption rights with respect to my warrants?

No. There are no redemption rights with respect to the warrants.

Do I have appraisal rights in connection with the proposed Business Combination?

No. Neither BowX’s stockholders nor BowX’s warrant holders have appraisal rights in connection with the Business Combination.

What do I need to do now?

BowX urges you to read this proxy statement/prospectus, including the financial statements, Annexes and the documents referred to herein, carefully and in their entirety and to consider how the Business Combination will affect you as a stockholder or warrant holder. BowX’s stockholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

How do I vote?

If you are a holder of record of BowX Common Stock on the record date for the special meeting, you may vote virtually at the special meeting or by submitting a proxy for the special meeting. You may submit your proxy by signing, dating and returning the enclosed proxy card in the accompanying pre-addressed

What will happen if I abstain from voting or fail to vote at the special meeting?

At the special meeting of stockholders, BowX will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. For purposes of approval, an abstention or failure to vote will have the same effect as a vote against each of the Business Combination Proposal, the Organizational Documents Proposals and the Adjournment Proposal, and will have no effect on any of the other proposals.

What will happen if I sign, date and return my proxy card without indicating how I wish to vote?

Signed and dated proxies received by BowX without an indication of how the stockholder intends to vote on a proposal will be voted in favor of each proposal presented to the stockholders.

How can I attend the special meeting?

You may attend the special meeting and vote your shares virtually during the special meeting via live webcast by visiting https://www.cstproxy.com/bowxacquisitioncorp/sm2021. As a registered stockholder, you received a proxy card from Continental, which contains instructions on how to attend the special meeting virtually, including the URL address, along with your 12-digit meeting control number. You will need the 12-digit meeting control number that is printed on your proxy card to enter the special meeting. If you do not have your 12-digit meeting control number, contact Continental at 917-262-2373 or email Continental at proxy@continentalstock.com. Please note that you will not be able to physically attend the special meeting in person, but may attend the special meeting virtually by following the instructions below.

Do I need to attend the special meeting of stockholders virtually to vote my shares?

No. You are invited to attend the special meeting virtually to vote on the proposals described in this proxy statement/prospectus. However, you do not need to attend the special meeting of stockholders virtually to

If I am not going to attend the special meeting of stockholders virtually, should I return my proxy card instead?

Yes. After carefully reading and considering the information contained in this proxy statement/prospectus, please submit your proxy, as applicable, by signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the stock held for you in what is known as “street name.” If this is the case, this proxy statement/prospectus may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent, and you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker, bank or nominee as to how to vote your shares. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe all the proposals presented to the stockholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares and you should instruct your broker to vote your shares in accordance with directions you provide. If you do not provide voting instructions to your broker on a proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that proposal. This is called a “broker non-vote.” Any broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the special meeting on any proposal, and will have the same effect as a vote against the Organizational Documents Proposal and will have no effect on any of the other proposals.

What is the quorum requirement for the special meeting of stockholders?

A quorum will be present at the special meeting of stockholders if a majority of the BowX Common Stock outstanding and entitled to vote at the special meeting is attending virtually or by proxy. In the absence of a quorum, the chairman of the meeting has the power to adjourn the special meeting.

Who is entitled to vote at the special meeting?

BowX stockholders will be entitled to vote or direct votes to be cast at the special meeting if they owned BowX Common Stock at the close of business on September 14, 2021, which is the “record date” for the special meeting. Stockholders will have one vote for each share of BowX Common Stock owned at the close of business on the record date. If your stock is held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the stock you beneficially own are properly counted. Warrants do not have voting rights. As of the close of business on the record date, there were 48,300,000 shares of BowX Class A Common Stock issued and outstanding and 12,075,000 shares of BowX Class B Common Stock issued and outstanding.

How many votes do I have?

BowX stockholders are entitled to one vote at the special meeting for each share of BowX Common Stock held of record as of the record date. As of the close of business on the record date for the special meeting, there were 48,300,000 shares of BowX Class A Common Stock issued and outstanding and 12,075,000 shares of BowX Class B Common Stock issued and outstanding.

What vote is required to approve each proposal at the special meeting?

The following votes are required for each proposal at the special meeting:

BCA Proposal: The approval of the BCA Proposal requires the affirmative vote of a majority of the shares of BowX Common Stock attending virtually or by proxy and entitled to vote thereon at the special meeting.

Organizational Documents Proposals: The separate approval of each of the Organizational Documents Proposals (other than Organizational Documents Proposals A and D) requires the affirmative vote of a majority of the outstanding shares of BowX Common Stock. The approval of Organizational Documents Proposals A and D will require the affirmative vote of the holders of a majority of the outstanding shares of BowX Class A Common Stock on the record date and the affirmative vote of the holders of a majority of the outstanding shares of Class B Common Stock on the record date.

Director Election Proposal: The approval of the Director Election Proposal requires the affirmative vote of a plurality of the outstanding shares of BowX Common Stock attending virtually or by proxy and who vote thereon at the special meeting. Because the Director Election Proposal is an uncontested election with no cumulative voting, every director nominee will be assured election upon receiving just one “for” vote.

Stock Issuance Proposal: The approval of the Stock Issuance Proposal requires the affirmative vote of a majority of the shares of BowX Common Stock attending virtually or by proxy and entitled to vote thereon and who vote at the special meeting.

Equity Incentive Plan Proposal: The approval of the Equity Incentive Plan Proposal requires the affirmative vote of a majority of the shares of BowX Common Stock attending virtually or by proxy and entitled to vote and who vote thereon at the special meeting.

ESPP Proposal: The approval of the ESPP Proposal requires the affirmative vote of a majority of the shares of BowX Common Stock attending virtually or by proxy and entitled to vote and who vote thereon at the special meeting.

Adjournment Proposal: The approval of the Adjournment Proposal requires the affirmative vote of a majority of the shares of BowX Common Stock attending virtually or by proxy and entitled to vote thereon at the special meeting.

What are the recommendations of BowX’s board of directors?

BowX’s board of directors believes that the BCA Proposal and the other proposals to be presented at the special meeting are in the best interest of BowX’s stockholders and unanimously recommends that its stockholders vote “FOR” the BCA Proposal, “FOR” each of the separate Organizational Documents Proposals, “FOR” the Director Election Proposal, “FOR” the Stock Issuance Proposal, “FOR” the Equity Incentive Plan Proposal, “FOR” the ESPP Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the special meeting.

What interests do BowX’s current officers and directors have in the Business Combination?

BowX’s board of directors and executive officers may have interests in the Business Combination that are different from, in addition to or in conflict with, yours. These interests include:

the beneficial ownership of our initial stockholders of an aggregate of 12,075,000 shares of BowX Class B Common Stock and 7,773,333 private placement warrants, which shares and warrants would become worthless if BowX does not complete a business combination within the applicable time period, as our initial stockholders have waived any redemption right with respect to these shares. Our initial stockholders paid an aggregate of $25,000 for the BowX Class B Common Stock, and $11,660,000 for the private placement warrants, and such shares and warrants have an aggregate market value of approximately $120 million and $12.83 million, respectively, based on the closing price of BowX Class A Common Stock of $9.94 and the closing price of public warrants of $1.65 on Nasdaq on September 14, 2021, the record date for the special meeting of stockholders. Each of our officers and directors is a member of the Sponsor. Vivek Ranadivé and Murray Rode are the managing members of the Sponsor, and as such Mr. Ranadivé and Rode have voting and investment discretion with respect to the BowX Common Stock and warrants held of record by the Sponsor;

the anticipated continuation of Mr. Ranadivé as a director of New WeWork;

the fact that our Sponsor, officers and directors have agreed not to redeem any of their shares in connection with a stockholder vote to approve the Business Combination;

the fact that our initial stockholders, including our Sponsor, and our directors and officers, paid an aggregate of approximately $11,660,000 for their 7,773,333 private placement warrants to purchase shares of BowX Class A Common Stock and that such private placement warrants will expire worthless if a business combination is not consummated by August 7, 2022;

the fact that our initial stockholders, including our Sponsor and its affiliates, who purchased Class B Common Stock and private placement warrants at the time of our IPO may experience a positive rate of return on their investment, even if our public shareholders experience a negative rate of return on their investment;

that, at the Closing, we will enter into the Registration Rights Agreement, which provides for registration rights to the initial stockholders, including the Sponsor, and BowX’s directors and officers and their permitted transferees;

the continued indemnification of current directors and officers of BowX and the continuation of directors’ and officers’ liability insurance after the Business Combination;

the fact that our Sponsor, officers and directors will be reimbursed for out-of-pocket expenses incurred in connection with activities on our behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations, though there have been no material out-of-pocket expenses subject to reimbursement and BowX does not anticipate any such expenses prior to Closing; and

the fact that our Sponsor, officers and directors will lose their entire investment in us if our initial business combination is not completed.

How does the Sponsor intend to vote their shares?

Our initial stockholders, including the Sponsor, and our directors and officers have agreed to vote any shares of BowX Common Stock owned by them in favor of the Business Combination, including their shares of BowX Class B Common Stock and any public stock purchased after our initial public offering (including in

What happens if I sell my BowX Common Stock before the special meeting?

The record date for the special meeting is earlier than the date of the special meeting and earlier than the date that the Business Combination is expected to be completed. If you transfer your public stock after the applicable record date, but before the special meeting, unless you grant a proxy to the transferee, you will retain your right to vote at such general meeting but the transferee, and not you, will have the ability to redeem such stock (if time permits).

May I change my vote after I have mailed my signed proxy card?

Yes. Stockholders may send a later-dated, signed proxy card to BowX’s Secretary at BowX’s address set forth below so that it is received by BowX’s Secretary prior to the vote at the special meeting (which is scheduled to take place on October 19, 2021) or attend the special meeting virtually and vote. Stockholders also may revoke their proxy by sending a notice of revocation to BowX’s Secretary, which must be received by BowX’s Secretary prior to the vote at the special meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.

What happens if I fail to take any action with respect to the special meeting?

If you fail to take any action with respect to the special meeting and the Business Combination is approved by stockholders and the Business Combination is consummated, you will become a stockholder or warrant holder of New WeWork. If you fail to take any action with respect to the special meeting and the Business Combination is not approved, you will remain a stockholder or warrant holder of BowX. However, if you fail to vote with respect to the special meeting, you will nonetheless be able to elect to redeem your public stock in connection with the Business Combination (if time permits).

What should I do with my stock certificates, warrant certificates or unit certificates?

Our stockholders who exercise their redemption rights must deliver (either physically or electronically) their stock certificates to Continental, BowX’s transfer agent, prior to the special meeting.

What should I do if I receive more than one set of voting materials?

Stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your BowX Common Stock.

Who will solicit and pay the cost of soliciting proxies for the special meeting?

BowX will pay the cost of soliciting proxies for the special meeting. BowX has engaged Morrow Sodali LLC (“Morrow”) to assist in the solicitation of proxies for the special meeting. BowX has agreed to pay Morrow a fee of $37,500, plus disbursements (to be paid with non-trust account funds). BowX will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of BowX Class A Common Stock for their expenses in forwarding soliciting materials to beneficial owners of BowX Class A Common Stock and in obtaining voting instructions from those owners. BowX’s directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Where can I find the voting results of the special meeting?

The preliminary voting results will be expected to be announced at the special meeting. BowX will publish final voting results of the special meeting in a Current Report on Form 8-K within four business days after the special meeting.

Who can help answer my questions?

If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus, any document incorporated by reference in this proxy statement/prospectus or the enclosed proxy card, you should contact:

BowX’s ability to complete the Business Combination or, if BowX does not consummate such Business Combination, any other initial business combination;

the inability to complete the PIPE Investment;

the financial and business performance of New WeWork;

satisfaction or waiver (if applicable) of the conditions to the Business Combination, including, among other things: the satisfaction or waiver of certain customary closing conditions, including, among others, (i) approval of the Business Combination and related agreements and transactions by the respective stockholders of BowX and WeWork, (ii) effectiveness of the registration statement of which this proxy statement/prospectus forms a part of, (iii) receipt of approval for listing on the NYSE, the shares of BowX common stock to be issued in connection with the Merger, (iv) that BowX have at least $5,000,001 of net tangible assets upon Closing, (v) if a merger control filing is required by COFECE, COFECE has provided clearance of the transaction contemplated by the Merger Agreement (which was provided on July 1, 2021) and (vi) the absence of any injunctions;

that the amount of cash available in the trust account, after deducting the amount required to satisfy BowX’s obligations to its stockholders (if any) that exercise their rights to redeem their BowX Class A Common Stock pursuant to the Organizational Documents, plus the PIPE Investment Amount actually received by BowX at or prior to the Closing, is at least equal to the Minimum Available Cash Condition amount;

the impact of the COVID-19 pandemic;

the occurrence of any other event, change or other circumstances that could give rise to the termination of the Merger Agreement;

the projected financial information, anticipated growth rate, and market opportunity of New WeWork;

the ability to obtain or maintain the listing of New WeWork Class A Common Stock and public warrants on the NYSE following the Business Combination;

BowX’s public securities’ potential liquidity and trading;

BowX’s ability to raise financing in the future;

BowX’s success in retaining or recruiting, or changes required in, our officers, key employees or directors following the completion of the Business Combination;

BowX officers and directors allocating their time to other businesses and potentially having conflicts of interest with BowX’s business or in approving the Business Combination;

the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;

the impact of the regulatory environment and complexities with compliance related to such environment;

the ability of New WeWork to maintain an effective system of internal controls over financial reporting;

the ability of New WeWork to grow market share in its existing markets or any new markets it may enter;

the ability of New WeWork to respond to general economic conditions;

the health of the commercial real estate industry;

risks associated with New WeWork’s real estate assets and increased competition in the commercial real estate industry;

the ability of New WeWork to manage its growth effectively;

the ability of New WeWork to achieve and maintain profitability in the future;

the ability of New WeWork to access sources of capital, including debt financing and securitization funding to finance its real estate inventories and other sources of capital to finance operations and growth;

the ability of New WeWork to maintain and enhance its products and brand and to attract customers

the ability of New WeWork to manage, develop and refine its platform for managing and powering flexible work spaces and access to New WeWork’s customer base;

the success of strategic relationships with third parties;

the outcome of any known and unknown litigation and regulatory proceedings;

consummation and anticipated benefits of our non-binding partnership with Cushman & Wakefield plc (“Cushman”); and

other factors detailed under the section entitled “Risk Factors.”