Filed Pursuant to Rule 424(b)(3)
Registration No. 333-260976

Prospectus Supplement No. 1

(to Prospectus dated December 29, 2021)

 

LOGO

WeWork Inc.

760,213,106 Shares of Class A Common Stock

This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated December 29, 2021 (as supplemented to date, the “Prospectus”), related to: (1) the issuance by us of up to 117,438,299 shares of Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), including the shares that may be issued upon exercise of warrants to purchase Class A Common Stock at an exercise price of $11.50 per share of Class A Common Stock, such as the public warrants and the private placement warrants (each as defined in the Prospectus); and (2) the offer and sale, from time to time, by the selling securityholders identified in the Prospectus (each a “Selling Securityholder” and, collectively, the “Selling Securityholders”), or their permitted transferees, of up to 642,774,807 shares of Class A Common Stock (including shares underlying warrants), with the information contained in our Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 2, 2022 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

Our Class A Common Stock and warrants are traded on the New York Stock Exchange (“NYSE”) under the symbols “WE” and “WE WS,” respectively. On February 1, 2022, the closing price of our Class A common stock was $7.73 per share, and the closing price of our warrants was $1.81 per share.

Investing in our securities involves risks. See Risk Factorsbeginning on page 9 of the Prospectus and in any applicable prospectus supplement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

 

 

The date of this prospectus supplement is February 2, 2022.


 

 

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): February 2, 2022

 

 

WEWORK INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-39419   85-1144904

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

575 Lexington Avenue,

New York, NY

  10022
(Address of principal executive offices)   (Zip Code)

(646) 389-3922

(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:

 

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

Class A common stock, par value $0.0001 per share   WE   The New York Stock Exchange
Warrants, each whole warrant exercisable for one share of Class A common stock   WE WS   The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

On February 2, 2022, Marcelo Claure notified WeWork Inc. (the “Company”) of his intention to resign from the Company’s Board of Directors (the “Board”), effective February 2, 2022, in connection with his departure from SoftBank Group Corp. Furthermore, the resignation of Mr. Claure is not the result of any disagreement with the Company with respect to any matter relating to the Company’s operations, policies or practices. Mr. Claure did not serve on any committee of the Board.

Mr. Claure occupied a seat on the Board pursuant to SB WW Holdings (Cayman) Limited’s (“SBWW”) designation under the Stockholders Agreement dated October 20, 2021, by and among the Company, BowX Sponsor, LLC, SBWW, SVF Endurance (Cayman) Limited and Benchmark Capital Partners VII (AIV), L.P. (the “Stockholders Agreement”). The Nominating and Corporate Governance Committee and the Board intend to consider any new individual designated for consideration by SBWW under the Stockholders Agreement.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
No.

  

Description

104    Cover Page Interactive Date File (embedded within the Inline XBRL document).


SIGNATURE

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.

 

    WEWORK INC.
    By:  

/s/ Jared DeMatteis

Date: February 2, 2022     Name:   Jared DeMatteis
    Title:   Chief Legal Officer
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