Expensify

We believe our facilities are adequate and suitable for our current needs and that, should it be needed, suitable additional or alternative space on commercially reasonable terms will be available to accommodate our operations.

• We cannot guarantee that our share repurchase program will be fully consummated or that it will enhance long-term stockholder value. Share repurchases could also increase the volatility of the trading price of our common stock and could diminish our cash reserves.
• We rely on a single third-party vendor, issuing bank and card network for our Expensify Card, and if we lose any of these services, our business, results of operations, financial condition and growth prospects could be harmed.
• We rely on a single third-party vendor and travel management company (“TMC”) for Expensify Travel, and if we lose any of these services, our business, results of operations, financial condition and growth prospects could be harmed.
• We and our third-party providers are exposed to cybersecurity risks and incidents that may damage our reputation and brand, cause material financial penalties, and result in legal liability, any of which could substantially harm our business, financial condition, and results of operations.
• Our business depends on a strong brand, and if we are not able to maintain and enhance our brand, our ability to expand our base of customers may be impaired, and our business and results of operations will be harmed.
• We expect to continue to make substantial investments and expenditures related to the growth of our business.
• Our business is substantially dependent upon the continued development of the market for, and acceptance of, cloud based software features.
• We use third-party artificial intelligence technologies in our business, and the deployment, use, and maintenance of these technologies involve technological and legal risks.
• We use third-party AI Technologies and infrastructure which may pose operational and data security risks.
• The use of generative AI Technologies may produce inaccurate or infringing content, leading to reputational damage and legal challenges.
• The regulatory framework governing the use of AI Technologies is rapidly evolving, and we cannot predict how future legislation and regulation will impact our ability to offer products or services that we develop which leverage AI Technologies.
• If we fail to offer a high-quality customer experience, our business and reputation will suffer.
• We must continue to attract and retain highly qualified personnel, including an on-demand workforce in certain jurisdictions and for certain aspects of our business, to continue to execute on our business strategy and growth plans.
• Our culture has contributed to our success, and if we cannot maintain this culture as we grow, we could lose the high employee engagement fostered by our culture, which could harm our business.
• Our payments services and our Expensify Card are targets for illegal or improper uses, and our risk management efforts may not be effective, which could expose us to losses and liability and otherwise harm our business.
• We are subject to travel payments-related fraud risks.
• If we experience excessive fraudulent activity, we could incur substantial costs and lose the right to accept credit cards for payment, which could cause our customer base to decline significantly.
• Sales to customers outside the United States and our international operations expose us to risks inherent in international sales and operations.
• We may be adversely affected by global economic and political instability.
• We face exposure to foreign currency exchange rate fluctuations.
• We are subject to anti-corruption, anti-bribery, anti-money laundering and similar laws. Non-compliance with such laws can subject us to criminal and/or civil liability and harm our business.
• We receive, process, store and use business and personal data, which subjects us to governmental regulation and other legal obligations related to data privacy, protection and security, and our actual or perceived failure to comply with such obligations could harm our business and expose us to liability.
• If we fail to manage our technical operations infrastructure, or experience service outages, interruptions, or delays in the deployment of our platform, our results of operations may be harmed.
• We rely upon data centers and other systems and technologies provided by third parties to operate our business, and interruptions or performance problems with these centers, systems and technologies may adversely affect our business and operating results.
• If we are unable to ensure that our platform interoperates with a variety of software applications that are developed by others, including our integration partners, we may become less competitive and our business, results of operations and financial condition may be harmed.
• We rely on third parties maintaining open marketplaces to distribute our mobile application. If such third parties interfere with the distribution of our platform, our business would be adversely affected.
• We rely on traditional web search engines and prominence in mobile application marketplaces to drive interest in our platform. If our website fails to rank prominently in organic search results, or our mobile application is not featured prominently in marketplaces, the discoverability of our platform could decline and our business would be adversely affected.
• Changes in laws and regulations related to the Internet or changes in the internet infrastructure itself may diminish the demand for our applications, and could have a negative impact on our business.
• Third parties may claim that our platform infringes their intellectual property rights and this may create liability for us or otherwise adversely affect our business, operating results and financial condition.
• If we are unable to protect our intellectual property rights, the value of our brand and other intangible assets may be diminished, and our business may be adversely affected.
• Our proprietary rights may be difficult to enforce, which could enable others to copy or use aspects of our platform without compensating us and negatively affect our business.
• Our use of “open source” and third-party software could impose unanticipated conditions or restrictions on our ability to commercialize our features and could subject us to possible litigation.
• We license technology from third parties, and our inability to maintain those licenses could harm our business.
• Any litigation against us could be costly and time-consuming to defend.
• Our employees, commercial partners and vendors may engage in misconduct or other improper activities, including noncompliance with regulatory standards and requirements.
• We may need additional capital, and we cannot be sure that additional financing will be available.
• Our operating activities may be restricted as a result of covenants related to the indebtedness under our LOC Security Agreement and/or future indebtedness, and we may be required to repay any outstanding indebtedness in an event of default, which would have an adverse effect on our business.
• Changes in government trade policies, including the imposition of tariffs, could materially adversely affect our results of operations.
• A failure to maintain an effective system of disclosure controls and internal control over financial reporting could adversely affect our ability to produce timely and accurate financial statements or comply with applicable regulations. Additionally, investors may lose confidence in the accuracy and completeness of our financial reports, and the market price of our Class A common stock may be seriously harmed.
• If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our results of operations could be adversely affected.
• Our business and financial performance may differ from any projections that we disclose or any information that may be attributed to us by third parties.
• Our international operations subject us to potentially adverse tax consequences.
• We could be required to collect additional sales, use, value-added and other indirect taxes, or be subject to other tax liabilities in various jurisdictions, which could adversely affect our results of operations.
• Changes in our effective tax rate or tax liability may adversely affect our operating results.
• We may have exposure to greater than anticipated tax liabilities.
• Risks Related to the Multiple Class Structure of Our Common Stock and the Voting Trust Agreement
• The multiple class structure of our common stock and the ownership of all of our LT10 and LT50 common stock by Trust Beneficiaries through the Voting Trust have the effect of concentrating voting control with the Voting Trust for the foreseeable future, which will limit your ability to influence corporate matters, including a change in control. We are controlled by the Voting Trust, whose interests may differ from those of our public stockholders. Our amended and restated certificate of incorporation also delegates significant authority to an Executive Committee.
• We are a “controlled company” within the meaning of Nasdaq listing standards and, as a result, qualify for, and rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to stockholders of companies that are subject to such requirements.
• The multiple class structure of our common stock features certain provisions that are novel or uncommon among other corporations with multiple class structures.
• We cannot predict the impact our capital structure, governance structure, and the concentrated control by the Voting Trust may have on our stock price or business.
• Risks Related to Ownership of Our Class A Common Stock
• Our share price may be volatile.
• Future sales of our Class A common stock in the public market could cause our share price to fall.
• Increases in interest rates may cause the market price of our Class A common stock to decline.
• We do not intend to pay dividends for the foreseeable future.
• Future sales and issuances of our Class A common stock or rights to purchase our Class A common stock, including pursuant to our equity incentive plans, or other equity securities or securities convertible into our Class A common stock, could result in additional dilution of the percentage ownership of our stockholders and could cause the stock price of our Class A common stock to decline.
• Anti-takeover provisions contained in our amended and restated certificate of incorporation and amended and restated bylaws, as well as provisions of Delaware law, could impair a takeover attempt and could also reduce the market price of our Class A common stock.
• Claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us.
• Our amended and restated certificate of incorporation provides for an exclusive forum in the Court of Chancery of the State of Delaware for certain disputes between us and our stockholders, and that the federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause of action under the Securities Act, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.
• General Risk Factors
• Pandemics, epidemics or other health crises may have a negative effect on our business, financial condition, results of operations, cash flows, and liquidity.
• If securities or industry analysts do not continue to publish research or publish unfavorable research about our business, our stock price and trading volume could decline.
• We are subject to various risks associated with climate change and other environmental, social, and governance matters.