Snap : Amendments to Articles of Incorporation/Bylaws/Change in Fiscal Year - Form 8-K/A

8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 21, 2022 (July 19, 2022)

SNAP INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-38017		45-5452795
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3000 31st Street Santa Monica, California			90405
(Address of Principal Executive Offices)			(Zip Code)

Registrant's Telephone Number, Including Area Code: [phone]

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-Kfiling is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencementcommunications pursuant to Rule 14d-2(b)under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencementcommunications pursuant to Rule 13e-4(c)under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, par value $0.00001 per share		SNAP		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2of the Securities Exchange Act of 1934 (§ 240.12b-2of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

This Current Report on Form 8-K/A(this "Amendment") is being filed as a supplement to the Current Report on Form 8-Kfiled by Snap Inc. (the "Company") on July 21, 2022 (the "Original Report"). The Original Report was filed, among other things, to report the filing of an amendment to the Company's Amended and Restated Certificate of Incorporation (the "Charter Amendment") with the Secretary of State of the State of Delaware (the "Delaware Secretary of State"). This Amendment amends the Original Report solely to update the disclosure regarding the Charter Amendment, and to disclose that the Company has filed a certificate of correction to the Charter Amendment to correct certain defects contained in the Charter Amendment.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August 8, 2022, the Company filed with the Delaware Secretary of State a Certificate of Correction (the "Certificate of Correction") to the Charter Amendment to correct defects in the Charter Amendment that resulted in the Charter Amendment being an inaccurate record of the corporate action to which the Charter Amendment was related.

The foregoing description of the Certificate of Correction is qualified in its entirety by the full text of the Certificate of Correction, which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
3.1		Certificate of Correction of the Certificate of Amendment of the Amended and Restated Certificate of Incorporation, filed August 8, 2022.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		SNAP INC.
Date: August 8, 2022			By:		/s/ Michael O'Sullivan
			Michael O'Sullivan
			General Counsel and Secretary