Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On August 4, 2022, Expensify, Inc. ("Expensify" or the "Company") filed a
Certificate of Retirement with the Secretary of State of the State of Delaware
to retire 1,769 shares of LT10 common stock, par value $0.0001 per share, of the
Company (the "LT10 Common Stock"). All 1,769 shares of the LT10 Common Stock
were converted into shares of Class A common stock, par value $0.0001 per share,
of the Company (the "Class A Common Stock"), in connection with the forfeiture
to the Company of unvested LT10 Common Stock. The Company's Amended and Restated
Certificate of Incorporation requires that any shares of LT10 Common Stock that
are converted into shares of Class A Common Stock be retired and may not be
reissued.
Effective upon filing, the Certificate of Retirement amended the Amended and
Restated Certificate of Incorporation of the Company to reduce the total
authorized number of shares of capital stock of the Company by 1,769 shares. The
total number of authorized shares of the Company is now 1,059,996,731, such
shares consisting of 1,000,000,000 shares designated Class A Common Stock,
24,997,561 shares designated LT10 Common Stock, 24,999,170 shares designated
LT50 common stock, par value $0.0001 per share, of the Company, and 10,000,000
shares designated preferred stock, each par value $0.0001 per share, of the
Company. A copy of the Certificate of Retirement is attached as Exhibit 3.1
hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
3.1 Certificate of Retirement of 1 ,769 Shares of Class LT 10
Common Stock.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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