0001193125-24-070358.txt : 20240319 0001193125-24-070358.hdr.sgml : 20240319 20240318193155 ACCESSION NUMBER: 0001193125-24-070358 CONFORMED SUBMISSION TYPE: NT 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231231 FILED AS OF DATE: 20240319 DATE AS OF CHANGE: 20240318 EFFECTIVENESS DATE: 20240319 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WeWork Inc. CENTRAL INDEX KEY: 0001813756 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] ORGANIZATION NAME: 05 Real Estate & Construction IRS NUMBER: 851144904 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: NT 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-39419 FILM NUMBER: 24760647 BUSINESS ADDRESS: STREET 1: 12 EAST 49TH STREET STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (646) 389-3922 MAIL ADDRESS: STREET 1: 12 EAST 49TH STREET STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: BowX Acquisition Corp. DATE OF NAME CHANGE: 20200601 NT 10-K 1 d787387dnt10k.htm NT 10-K NT 10-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 12b-25

 

 

NOTIFICATION OF LATE FILING

 

(Check one):   

☒ Form 10-K ☐ Form N-CSR  ☐ Form 20-F  ☐ Form 11-K  ☐ Form 10-Q

☐ Form 10-D  ☐ Form N-CEN  ☐ Form N-CSR

  For Period Ended: December 31, 2023 
  ☐ Transition Report on Form 10-K
  ☐ Transition Report on Form 20-F
  ☐ Transition Report on Form 11-K
  ☐ Transition Report on Form 10-Q
  For the Transition Period Ended:                  

 

 

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

 

   

 

PART I — REGISTRANT INFORMATION

WEWORK INC.

Full Name of Registrant

Former Name if Applicable

12 East 49th Street, 3rd Floor

Address of Principal Executive Office (Street and Number)

New York, NY 10017

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

☐     (a)   The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
  (b)   The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
  (c)   The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

WeWork Inc. (“WeWork” or the “Company”) is filing this Notification of Late Filing on Form 12b-25 with respect to its Annual Report on Form 10-K as of and for the year ended December 31, 2023 (the “Form 10-K”). The Company has determined that it is unable to file its Form 10-K within the prescribed time period without unreasonable effort or expense for the reasons set forth below.

Reasons for Delay

As previously disclosed, on November 6, 2023, the Company and certain of its direct and indirect subsidiaries filed voluntary petitions (the “Chapter 11 Cases”) for relief under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the District of New Jersey. The Chapter 11 Cases are jointly administered under the caption “In re WeWork Inc., et al.”

The Company has determined that it is unable to file its Form 10-K within the prescribed time period without unreasonable effort or expense due to the resignation of the registrant’s independent registered public accounting firm on November 9, 2023. The registrant is in the process of engaging a new independent registered public accounting firm, but until a new firm is engaged and the audit is performed, the filing of the Form 10-K will be delayed, which delay could not be eliminated by the registrant without unreasonable effort and expense.

Cautionary Note Regarding Forward-Looking Statements

Certain statements made herein may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including, but not limited to, any statements regarding WeWork’s expectations concerning the timing of the filing of the Form 10-K and statements regarding WeWork’s engagement of a new independent auditor. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “pipeline,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Although WeWork believes the expectations reflected in any forward-looking statement are based on reasonable assumptions, it can give no assurance that its expectations will be attained, and it is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks, uncertainties and other factors. Forward-looking statements speak only as of the date they are made. WeWork discusses these and other risks and uncertainties in its annual and quarterly periodic reports and other documents filed with the U.S. Securities and Exchange Commission. WeWork undertakes no duty or obligation to update or revise these forward-looking statements, whether as a result of new information, future developments, or otherwise, except as required by law.

PART IV — OTHER INFORMATION

 

(1)       Name and telephone number of person to contact in regard to this notification
    Kurt Wehner       646-389-3922
    (Name)     (Telephone Number)
(2)     Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☐ Yes ☒ No
    Quarterly Report on Form 10-Q for the period ended September 30, 2023
(3)     Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☐ Yes ☒ No
    If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

 

WeWork Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date:

   

March 18, 2024

   

WEWORK INC.

      By:    /s/ Kurt Wehner
         Name: Kurt Wehner
         Title: Chief Financial Officer