UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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| (Check One): | ☒ | Form 10-K | ☐ | Form 20-F | ☐ | Form 11-K | ☐ | Form 10-Q |
| ☐ | Form 10-D | ☐ | Form N-CEN | ☐ | Form N-CSR | | |
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| For the Period Ended: December 31, 2022 | | | |
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| ☐ | Transition Report on Form 10-K | | | | |
| ☐ | Transition Report on Form 20-F | | | | |
| ☐ | Transition Report on Form 11-K | | | | |
| ☐ | Transition Report on Form 10-Q | | | | |
| For the Transition Period Ended: | | | | |
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Read Instructions (on back page) Before Preparing Form. Please Print or Type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
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| If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: |
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PART I — REGISTRANT INFORMATION
Expensify, Inc.
Full Name of Registrant
Not Applicable
Former Name if Applicable
401 SW 5th Ave
Address of Principal Executive Office (Street and Number)
Portland, OR 92704
City, State and Zip Code
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
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| (a) | The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
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| ☒ | (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
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| (c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Expensify, Inc. (the “Company”) was unable, without unreasonable effort or expense, to file its Annual Report on Form 10-K for the year ended December 31, 2022 (the “Form 10-K”) by the March 1, 2023 filing deadline. The Company is still in the process of compiling required information to allow time for its independent registered public accounting firm to complete its audits of the financial statements and internal control over financial reporting. The Company expects to file the Form 10-K as soon as possible, but no later than March 16, 2023, the fifteenth calendar day following the prescribed due date of the Form 10-K.
PART IV — OTHER INFORMATION
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| (1) | Name and telephone number of person to contact in regard to this notification |
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| Ryan Schaffer | | 971 | | 365-3939 |
| (Name) | | (Area Code) | | (Telephone Number) |
| (2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes ☒ No ☐ |
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| (3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? Yes ☒ No ☐ |
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| If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. |
On February 26, 2023, the Company furnished a Current Report on Form 8-K to the Securities and Exchange Commission that included a press release and investor presentation announcing the Company’s preliminary unaudited financial results for the fourth quarter and year ended December 31, 2022. The Company does not expect any material changes to the financial results reported in such press release.
Forward-Looking Statements
Certain statements made in this Form 12b-25 constitute forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1955. All statements contained in this notification that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements regarding the Company’s expectations regarding its financial results reported in its press release and investor presentation furnished as Exhibits 99.1 and 99.2, respectively, to the Company’s Current Report on Form 8-K filed February 23, 2023 and the Company’s expectation that it will file the Form 10-K within the time period prescribed by Rule 12b-25. These forward-looking statements are based on management’s current expectations. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to the risk that the Company is not able to complete its Form 10-K in the time period that it currently expects, and the risk that the Company finds errors in its consolidated financial statements. We undertake no obligation to update publicly any forward-looking statements, whether as a result of future events, new information or otherwise, except as required by law.
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| Expensify, Inc. | |
| (Name of Registrant as Specified in Charter) | |
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| has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized. |
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| Date: March 1, 2023 | | By: | /s/ Ryan Schaffer | |
| | | Ryan Schaffer | |
| | | Chief Financial Officer | |
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INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.
