Item 2. Managements Discussion and Analysis of Financial Condition
and Results of Operations.
References to the Company, BowX Acquisition Corp., BowX, our,
us or we refer to BowX Acquisition Corp. The following discussion and analysis of the Companys financial condition and results of operations should be read in conjunction with the unaudited interim condensed financial
statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and
unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or
implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as may, should, could, would, expect, plan,
anticipate, believe, estimate, continue, or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those
described in our other U.S. Securities and Exchange Commission (SEC) filings.
Overview
We are a blank check company incorporated as a Delaware corporation on May 19, 2020. We were formed for the purpose of effecting a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the Business Combination). We are not limited to a particular industry or sector for purposes of consummating
a Business Combination. We are an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies.
Our
sponsor is BowX Sponsor, LLC, a Delaware limited liability company of which Vivek Ranadivé, the Companys Chairman and Co-Chief Executive Officer, and Murray Rode, our Co-Chief Executive Officer and Chief Financial Officer, are the managing members (the Sponsor). The registration statement for the initial public offering (the Initial Public
Offering) was declared effective on August 4, 2020. On August 7, 2020, we consummated our Initial Public Offering of 42,000,000 units (the Units and, with respect to the Class A common stock included
in the Units being offered, the Public Shares) at $10.00 per Unit, generating gross proceeds of $420.0 million, and incurring offering costs of approximately $23.7 million, inclusive of $14.7 million in deferred
underwriting commissions. On August 10, 2020, the underwriter exercised the over-allotment option to purchase an additional of 6,300,000 Units at the Initial Public Offering price at $10.00 per Unit and we consummated the sale of such
Units on August 13, 2020, generating additional gross proceeds of $63.0 million, and incurring additional offering costs of approximately $3.5 million, inclusive of approximately $2.2 million in deferred underwriting
commissions.
Simultaneously with the closing of the Initial Public Offering, we consummated the private placement (Private Placement)
of 6,933,333 warrants (each, a Private Placement Warrant and collectively, the Private Placement Warrants) at a price of $1.50 per Private Placement Warrant in a private placement to certain of the initial
stockholders and certain funds and accounts managed by subsidiaries of BlackRock, Inc (the Private Placement Warrants Purchasers), generating gross proceeds of $10.4 million, and incurring offering costs of approximately $8,000. In
connection with the consummation of the sale of additional Units pursuant to the underwriters over-allotment option on August 13, 2020, we sold an additional 840,000 Private Placement Warrants to the Private Placement Warrants
Purchasers, generating additional gross proceeds of approximately $1.3 million.
Upon the closing of the Initial Public Offering and the Private
Placement(including the exercise of the over-allotment) $483.0 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement were placed in a trust account
(Trust Account) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and held as cash or invested only in U.S. government securities, within the meaning set forth in
Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in money market funds meeting certain conditions under the Investment Company Act, which invest only in direct U.S. government treasury obligations, as
determined by us, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.
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