Shopify Inc. 2023年度报告

FORM 40-F REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934ORANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023Commission File Number 001-37400 SHOPIFY INC.(Exact name of Registrant as specified in its charter) Canada(Province or other jurisdiction of incorporation or organization) 7372(Primary Standard Industrial Classification Code Number (if applicable)) 98-0486686(I.R.S. Employer Identification Number (if applicable)) 151 O'Connor Street, Ground Floor Ottawa, Ontario, Canada K2P 2L8Attention: Michael L. Johnson, Corporate Secretary613-241-2828 Ext. 1045(Address and telephone number of Registrant's principal executive offices) Corporation Service Company251 Little Falls Drive, Wilmington, DE 19808-1674(302) 636-5400(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States) Copies of all correspondence should be sent to: Michael L. JohnsonCorporate SecretaryShopify Inc.151 O'Connor Street, Ground FloorOttawa, ON K2P 2L8CanadaTel: (613) 241-2828 Ext. 1045 Securities registered or to be registered pursuant to Section 12(b) of the Act. Securities registered or to be registered pursuant to Section 12(g) of the Act:None(Title of Class) (Title of Class) For annual reports, indicate by check mark the information filed with this Form: ☒Annual Information Form☒Audited Annual Financial Statements Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report. The Registrant had 1,207,318,947 Class A Subordinate Voting Shares, 79,251,346 Class B Restricted Voting Shares and 1 Founder Shareissued and outstanding as of December 31, 2023. Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.Emerging growth company☐ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not touse the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the ExchangeAct.☐ † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its AccountingStandards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal controlover financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issuedits audit report:☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received byany of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ PRIOR FILINGS MODIFIED AND SUPERSEDED This Annual Report on Form 40-F of Shopify Inc. ("Shopify", "we", "our", the "Company" or the "Registrant") for the year endedDecember 31, 2023, at the time of filing with the U.S. Securities and Exchange Commission (the "SEC" or the "Commission"),modifies and supersedes all prior documents filed pursuant to Sections 13, 14 and 15(d) of the U.S. Securities Exchange Act of 1934(as amended, the "Exchange Act") for purposes of any offers or sales of any securities after the date of this filing pursuant to anyregistration statement or prospectus filed pursuant to the U.S. Securities Act of 1933 (as amended, the "Securities Act") whichincorporates by reference this Annual Report on Form 40-F (or any of the documents filed as Exhibits to this Annual Report on Form40-F). FORWARD-LOOKING STATEMENTS Shopify has made in this Annual Report on Form 40-F and the documents filed as Exhibits hereto, and from time to time mayotherwise make, forward-looking state