BowX Acquisition Corp.

Two dates on this document cannot both be right against what we hold. Its own cover says 'The date of this prospectus is June 12, 2023', and the same cover quotes the last reported sale price 'On June 29, 2023' as $0.184 - a price seventeen days after the document dates itself, in a row whose stored filedAt is 13 June 2023. Either the stored filing date belongs to a different version or the local text is not the as-filed document. Flagged for review; it needs an EDGAR check this lane could not make. The shares registered come from debt exchange offers, not from the SPAC.

The filing explains that this table uses the exact expected exchange ratio as of September 14, 2021 — 0.8256655 to seven decimal places — rather than the 0.8257 rounded to four places used elsewhere in the same registration statement, so two different ratios coexist in one document by design. Separately, approximately 19,925,434 shares of Class C common stock are expected to go to WeWork stockholders and are not in the registered count. A $21,537.79 aggregate against 646,133,747 shares is plainly not a valuation; the counts are the usable content.

The filing is explicit that two different exchange ratios appear in the same document: the fee table uses the exact expected ratio of 0.8253696, carried to seven decimal places, while a ratio rounded to 0.8254 is used elsewhere in the registration statement. A reader reconciling share counts between sections will not get the same answer from both. The 87,830,495 shares of option and award overhang are registered alongside the merger consideration, and the offering price remains a par-value construct rather than a valuation.

The registered 646,521,155 is much larger than the 558,230,678 Class A shares expected at closing because it also carries shares underlying or exchangeable for unvested and unexercised stock options, restricted stock units, restricted stock awards and warrants. A separate 19,919,026 shares of Class C common stock go to WeWork stockholders and are outside the Class A count entirely, as are WeWork partnerships profits interest units — so no single number in this filing is the whole issuance.

The $254,390 is a Rule 457(f)(2) construct — WeWork is private, no market exists for its securities and it has an accumulated deficit, so the price is one-third of the aggregate par value of the securities exchanged, which is how a 655,300,000-share registration costs $27.75. The usable figures are the counts: approximately 558,465,400 Class A shares and 19,928,680 Class C shares are expected to go to WeWork stockholders at closing, before any shares underlying unvested or unexercised options, restricted stock units, restricted stock awards, warrants and profits interest units.

655,300,000 shares is the ceiling on issuance and it expressly includes WeWork securities convertible into WeWork capital stock, so that convertible overhang sits inside the figure rather than on top of it. The $254,390 offering price is a Rule 457(f)(2) construct rather than a valuation — WeWork is private, no market exists for its securities and it has an accumulated deficit — which is why a transaction of this size carries a registration fee of $27.75. The proxy statement/prospectus remains preliminary and subject to completion.