Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year.

On August 24, 2022 our board of directors approved, and holders of an aggregate of 231,626,943 shares of our Class C common stock, representing an aggregate of over 99% of the voting power of our outstanding capital stock, acted by written consent to adopt and approve, an amendment to our Amended and Restated Certificate of Incorporation (the "Amendment"), effective August 26, 2022. The Amendment updates the exculpation and indemnification provisions with respect to our officers in connection with recent amendments to Delaware General Corporation Law. The terms of the Amendment are incorporated herein by reference. A copy of the Amendment is attached as Exhibit 3.1.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The information set forth under Item 5.03 of this Form 8-K is incorporated by reference into this Item 5.07.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.

Exhibit
Number       Description

3.1            Amendment No. 2 to the Amended and Restated Certificate of
             Incorporation of Snap Inc., filed August 26, 2022.

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



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