Snap Inc 8-K/A, filed Aug 8, 2022
Snap Inc (SNAP)
About this 8-K/A
Snap Inc filed this 8-K/A on August 8, 2022, reporting on events of July 19, 2022.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(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 (
(Exact name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| |
||||
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code:
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing 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-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications 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 |
Name of each exchange on which registered | ||
$0.00001 per share |
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-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of 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
| 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 | ||||||
Exhibit 3.1
SNAP INC.
CERTIFICATE OF CORRECTION
OF THE
CERTIFICATE OF AMENDMENT
OF THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
Snap Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), hereby certifies that:
| 1. | The name of the Company is Snap Inc. |
| 2. | A Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Company was filed with the Secretary of State of the State of Delaware on July 21, 2022 (the “Amendment”), and such Amendment requires correction as permitted by Section 103 of the General Corporation Law of the State of Delaware. |
| 3. | The Amendment contained defects that resulted in the Amendment being an inaccurate record of the corporate action to which the Amendment was related; specifically, (i) Section 1 of the Amendment intended to replace the previous qualitative definition of the term “Base Class C Common Stock” with its numerical equivalent and the number included was incorrect; and (ii) Section 2 of the Amendment was inadvertently included and should be removed. |
| 4. | Section 1 of the Amendment is hereby corrected to read as follows: |
“Section 1.4 of Article V of the Amended and Restated Certificate of Incorporation of the Company is amended and restated in its entirety to read as follows:
“1.4 “Base Class C Common Stock” for any Founder means, 107,943,924 shares of Class C Common Stock.””
| 5. | Section 2 of the Amendment is hereby deleted in its entirety and replaced with “[Reserved]”. |
| 6. | All other provisions of the Amendment remain unchanged. |
The Company has caused this Certificate of Correction to be executed by a duly authorized officer of the Company on the date set forth below.
Executed on August 8, 2022
| SNAP INC. | ||
| By: | /s/ Michael O’Sullivan | |
| Name: | Michael O’Sullivan | |
| Title: | General Counsel and Secretary | |