Home Accountant WEWORK INC. Changes in the Accountant’s certifier of the Holder, Amendments...

WEWORK INC. Changes in the Accountant’s certifier of the Holder, Amendments to the Statutes or Regulations of the Inc. ; Change of exercise, modification or waiver of the code of ethics, other events (form 8-K / A)

4
0

Article 4.01. Change of accountant certifying the holder.

(a) Dismissal of an independent registered public accounting firm

At 20 October 2021, the audit committee of the board approved the commitment of
Ernst & Young LLP (“EY”) as the Company’s registered independent public accounting firm to audit the consolidated financial statements of the Company and its subsidiaries as of and for the year ended December 31, 2021. As a result, on
20 October 2021, AvecumSmith + Brown, PC (“Withum”), BowX’s independent registered public accounting firm prior to the Business Combination, has been advised that it will be replaced by EY as an independent registered accounting firm of the Company as of date immediately following the filing of the Company’s third quarter 2021 financial statements.

Withum’s Report on BowX’s Consolidated Balance Sheet as of December 31, 2020 and the consolidated statements of income, changes in equity and cash flows for the period from May 19, 2020 (the date of incorporation of BowX) at December 31, 2020, did not contain an adverse opinion or exemption of opinion, and were not qualified or modified as to uncertainties, the scope of the audit or the accounting principles.

Withum’s report contained a paragraph stating that:

As indicated in note 2 to the financial statements, the Security and Trade Commission issued a public statement entitled Staff Statement on Accounting and Reporting Considerations for Warrants Issues by Special Purpose Acquisition Companies (“SAVS”) (the “Public Statement”) on April 12, 2021, which deals with the recognition of certain warrants as a liability. The Company previously accounted for its warrants as equity instruments. Management has evaluated its warrants against the public disclosure and determined that the private warrants should be recorded as liabilities. Accordingly, the 2020 financial statements have been restated to correct the accounting and related information for the warrants.

During the period of May 19, 2020 (the date of incorporation of BowX) at
December 31, 2020 and the subsequent interim period up to 20 October 2021, there has been no disagreement between the Company and Withum on any matter of accounting principles or practices, financial disclosure or audit scope or procedure, which disagreements, if they had not been resolved at the Withum’s satisfaction, would have led him to make reference to the subject of the disagreements in his reports on the Company’s financial statements for that period.

During the period of May 19, 2020 (the date of incorporation of BowX) at
December 31, 2020 and the subsequent interim period up to 20 October 2021, there was no “reportable event” (as defined in Section 304 (a) (1) (v) of Regulation SK under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”).

The Company has provided Withum a copy of the foregoing information and has requested Withum to provide the Company with a letter addressed to SECOND
indicating whether he agrees with the statements made by the Company set out above. A copy of Withum’s letter, dated October 26, 2021, is filed as Exhibit 16.1 of this report.



                                       2

————————————————– ——————————-

(b) Information concerning the new independent auditor.

As described above, on 20 October 2021, the Audit Committee of the Board of Directors approved the engagement of EY as a registered independent public accounting firm of the Company to audit the consolidated financial statements of the Company and its subsidiaries as of and for the year ended December 31, 2021. EY was Prior WeWork’s registered independent public accounting firm prior to the business combination. In the past years December 31, 2020 and December 31, 2019 and the subsequent interim period up to 20 October 2021, the Company has not consulted EY with respect to (i) the application of accounting principles to a specified, completed or proposed transaction, the type of audit opinion that might be expressed on our financial statements, and neither either a written report or an oral report an opinion has been provided to us that EY has concluded that this is an important factor that we have taken into account in making a decision regarding any accounting, auditing or business matters. financial information, or (ii) any other matter that has been the subject of a disagreement or a “reportable event”. “

Section 5.03 Articles of Incorporation or By-laws.

The information presented in section 3.03 of this report is incorporated in this section 5.03 by reference.

Section 5.05 Amendments to the holder’s code of ethics or waiver of a provision

of the Code of Ethics.

As part of the Business Combination, the 20 October 2021, the board approved and adopted a new code of ethics which applies to all its officers, directors and employees, including its chief executive officer, chief financial officer, accountant or chief controller or persons performing similar functions. The code of ethics is available on the Company’s website, https://www.wework.com under the section “Investors – Governance – Governance documents”.


Item 8.01 Other Events.


At closing, all of the outstanding Class B common shares of BowX (other than the 3,000,000 Class B common shares of BowX which were forfeited) were converted into Class A common shares on a one-to-one basis. for one and the outstanding BowX warrants were assumed by the Company and became exercisable for the Class A common shares on the same terms as those contained in those warrants prior to the business combination. Class A common shares and public warrants are deemed to be registered under Section 12 (b) of the Exchange Act, and the Company will hereafter file reports and other information with the SECOND
using BowX SECOND file number (333-256133).



                                       3

————————————————– ——————————-

© Edgar online, source Previews


Source link

LEAVE A REPLY

Please enter your comment!
Please enter your name here