View:
United States securities and exchange commission logo
July 1, 2021
Ryan Schaffer
Chief Financial Officer
Expensify, Inc.
401 SW 5th Ave
Portland, Oregon 97204
Re: Expensify, Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted June 14,
2021
CIK No. 0001476840
Dear Mr. Schaffer:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments. Unless we note otherwise, our references to prior comments are
to comments in
our May 25, 2021 letter.
Draft Registration Statement on Form S-1
Prospectus Summary, page 1
1. Please include a
separate section that describes the material terms of the voting trust
agreement. This section
should include disclosure that the CEO and CFO will serve as
two of the three
trustees and therefore will be able to control the outcome of all voting
decisions made by
security holders. Also, disclose that the voting trust will not terminate
until the outstanding
LT10 and LT50 shares represent less than 2% of all outstanding
shares and disclose
what percentage of the outstanding shares the LT10 and LT50 shares
will represent upon the
completion of the offering.
Ryan Schaffer
FirstName
Expensify, LastNameRyan Schaffer
Inc.
Comapany
July 1, 2021NameExpensify, Inc.
July 1,2 2021 Page 2
Page
FirstName LastName
Business
Our members and customers, page 121
2. We note your response to prior comment 8. Please revise to disclose
the number of paying
customers as of March 31, 2021.
The Voting Trust, page 158
3. We note your response to prior comment 14. Please revise to disclose
the objective criteria
the trustees will consider in determining how to vote the shares in
the voting trust. Also,
disclose how the trustees intend to achieve the trust's stated
objectives and the procedures
by which the trustees will make voting decisions such as whether
decisions will be
determined by majority vote or unanimous decision.
Audited Consolidated Financial Statements
Consolidated Statements of Income, page F-4
4. We note your response to comments 17 and 20. Please explain to us how
your policy of
excluding employee costs from cost of revenue, sales and marketing and
general and
administrative expenses is in compliance with generally accepted
accounting principles.
Please refer to Rule 5-03(b) of Regulation S-X.
General
5. Please revise the graphics at the forefront of the registration
statement to present a
balanced picture of the company s financial health by including net
income for the three
months ending March 31, 2021 and net loss for the year ended December
31, 2020. Refer
to Securities Act Forms C&DI 101.02.
You may contact Lisa Etheredge, Senior Staff Accountant, at (202)
551-3424 or Craig
Wilson, Senior Advisor, at (202) 551-3226 if you have questions regarding
comments on the
financial statements and related matters. Please contact Alexandra Barone,
Staff Attorney, at
(202) 551-8816 or Jeff Kauten, Staff Attorney, at (202) 551-3447 with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Alexa Berlin