Governance Changes

Fabric.AI, Inc.: Filed Certificate of Amendment to Certificate of Designations of Series H-7 Convertible Preferred Stock to permit additional procedures related to payment of installment amounts (effective 2024-02-09).

“On February 9, 2024, AYRO, Inc. (the “Company”) filed with the Secretary of State of the State of Delaware (the “Secretary of State”) a Certificate of Amendment of Certificate of Designations of Series H-7 Convertible Preferred Stock (the “Certificate of Amendment”), which became effective upon filing.”

SBC Medical Group Holdings Inc: Amended the Third Amended and Restated Certificate of Incorporation to extend the business combination deadline from February 9, 2024 to November 9, 2024 (effective 2024-02-05).

“the stockholders of Pono Capital Two, Inc. (the “Company” or “Pono”) approved an amendment to the Company’s Third Amended and Restated Certificate of Incorporation (the “Charter”) to implement the Extension Proposal (as defined below) (the “Charter Amendment”). The Charter Amendment became effective on February 5, 2024, upon filing with the Secretary of State of the State of Delaware.”

Solidion Technology Inc.: Nubia ceased being a shell company as a result of the Transactions.

“As a result of the Transactions, Nubia ceased being a shell company.”

Solidion Technology Inc.: New Code of Business Conduct and Ethics adopted on February 2, 2024 (effective 2024-02-02).

“On February 2, 2024, the Nubia Board adopted a new Code of Business Conduct and Ethics that applies to all of its employees, officers and directors, including its Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers.”

Solidion Technology Inc.: Amended and Restated Bylaws adopted in connection with the business combination closing.

“In connection with the Closing, the Combined Company adopted the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws (defined below) effective as of the Closing Date.”

Solidion Technology Inc.: Amended and Restated Certificate of Incorporation adopted in connection with the business combination closing.

“In connection with the Closing, the Combined Company adopted the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws (defined below) effective as of the Closing Date.”

Bannix Acquisition Corp.: Filed a Certificate of Correction to restore inadvertently removed provisions requiring winding up and liquidation if no business combination within specified time, retroactively effective March 9, 2023 (effective 2023-03-09).

“The Certificate of Correction corrects this error to the Certificate of Amendment. The corrections made by the Certificate of Correction are retroactively effective as of March 9, 2023, the original filing date of the Certificate of Amendment.”

Maquia Capital Acquisition Corp: Extended deadline for initial business combination from February 7, 2024 to August 7, 2024 (effective 2024-02-07).

“The Company filed the Charter Amendment with the Secretary of State of the State of Delaware on Feb 7, 2024.”

Jingbo Technology, Inc.: Reduction of authorized common stock from 10,000,000,000 to 50,000,000 shares and reverse stock split at a 1-for-200 ratio (effective 2024-02-05).

“the number of shares of the Company’s authorized Common Stock was reduced from 10,000,000,000 shares to 50,000,000 shares and the issued and outstanding number of shares of the Company’s Common Stock was correspondingly decreased to 5,309,500.”

QSAM Biosciences, Inc.: Proposed reverse stock split requiring amendment to Amended and Restated Certificate of Incorporation.

“Upon the QSAM Board’s approval of the Reverse Split ratio, QSAM shall file an amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware.”

Cetus Capital Acquisition Corp.: Amendment to extend the deadline for initial business combination from February 3, 2024 to up to August 3, 2024 through six one-month extensions (effective 2024-02-02).

“On February 2, 2024, the Company filed the Extension Amendment with the Secretary of State of the State of Delaware. The Extension Amendment extends the date by which the Company must consummate its initial business combination from February 3, 2024 up to six (6) one-month extensions to August 3, 2024, provided that an additional amount equal to the lesser of $0.03 per outstanding public share and $50,000 for each month extended is deposited into the Trust Account, or such earlier date as determined by the Company’s board of directors.”

Golub Capital Private Credit Fund: Amended declaration of trust to exclude derivative actions claims under state securities laws (effective 2024-02-02).

“On February 2, 2024, the Board of Trustees of Golub Capital Private Credit Fund (the “Company”) adopted the Third Amended and Restated Declaration of Trust (the “Third Amended and Restated Declaration of Trust”) in response to comments issued by a state securities regulator in connection with its review of the Company’s continuous offering of common shares of beneficial interest. As amended, the Third Amended and Restated Declaration of Trust provides that the provisions regarding derivative actions shall not apply to claims asserted under state securities laws.”

APx Acquisition Corp. I: Approved four amendments to the Articles of Association relating to extension of business combination deadline, trust agreement amendment, net tangible assets requirement, and founder share conversion rights (effective 2023-09-07).

“As approved by its shareholders at the EGM held on September 7, 2023, the following proposals were approved: (a) as a special resolution, giving the Company the right to extend the date by which it has to complete a business combination up to three (3) times for an additional one (1) month each time from September 9, 2023 to December 9, 2023 (the “ Extension Amendment Proposal ”); (b) as an ordinary resolution, an amendment to the Trust Agreement, to extend the Termination Date up to three (3) times for an additional one (1) month each time from September 9, 2023 to December 9, 2023 by depositing the lesser of $0.025 per Public Share or $125,000 into the Company’s Trust Account (the “ Trust Agreement Amendment Proposal ”); (c) as a special resolution, an amendment to the Articles of Association to expand the methods that the Company may employ to not become subject to the “penny stock” rules of the Securities and Exchange Commission by removing all limitations in connection with the Co”

APx Acquisition Corp. I: Amended charter to allow up to twelve monthly extensions to complete a business combination, extending deadline to December 9, 2024 (effective 2023-12-08).

“At the EGM held on December 8, 2023, the shareholders approved a special resolution, giving the Company the right to extend the date by which it has to complete a business combination up to twelve (12) times for an additional one (1) month each time from the Termination Date to December 9, 2024 (the “ Extension Amendment Proposal ”).”

Plum Acquisition Corp. III: Amended and Restated Memorandum and Articles of Association extending business combination deadline from July 30, 2024 to January 30, 2025 and changing company name from Alpha Partners Technology Merger Corp. to Plum Acquisition Corp. III (effective 2024-02-01).

“As approved by its stockholders at the extraordinary general meeting (the “EGM”), Alpha Partners Technology Merger Corp. (the “Company”) filed an Amended and Restated Memorandum and Articles of Association (the “A&R Charter”) on February 1, 2024, which (i) extended the date by which the Company has to consummate a business combination from July 30, 2024 to January 30, 2025, or such earlier date as shall be determined by the Company’s board of directors and (ii) changed the name of the Company from Alpha Partners Technology Merger Corp. to Plum Acquisition Corp. III (the “Name Change Proposal”).”

Goal Acquisitions Corp.: Approved an amendment to the Amended and Restated Certificate of Incorporation to extend the initial period to consummate an initial business combination to a new termination date and make related administrative changes (effective 2024-02-07).

“On February 7, 2024, the Company’s stockholders also approved an amendment (the “Charter Amendment”) to the Amended and Restated Certificate of Incorporation of the Company (the “Charter”) to (i) extend the initial period of time by which the Company has to consummate an initial business combination to the New Termination Date and (ii) make other administrative and technical changes in the Charter in connection with the New Termination Date”

BlueRiver Acquisition Corp.: Extension of termination date to May 2, 2024 via amendment to memorandum and articles of association (effective 2024-02-02).

“A copy of the Amendment of the Company’s Amended and Restated Memorandum and Articles of Association as adopted on February 2, 2024 by special resolution of the shareholders is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.”

FARADAY FUTURE INTELLIGENT ELECTRIC INC.: Eliminated designation of Series A Preferred Stock via Certificate of Elimination (effective 2024-02-05).

“On February 5, 2024, prior to the Company’s filing of the Certificate of Amendment with the office of the Secretary of State of the State of Delaware, the Company filed a Certificate of Elimination (the “Certificate of Elimination”) with the office of the Secretary of State of the State of Delaware with respect to the Company’s Series A Preferred Stock, par value $0.0001 per share (“Series A Preferred Stock”), following the automatic redemption of all outstanding shares of Series A Preferred Stock after the conclusion of the Special Meeting.”

FARADAY FUTURE INTELLIGENT ELECTRIC INC.: Increased authorized shares of common stock from 154,437,500 to 1,389,937,500 and total authorized shares from 164,437,500 to 1,399,937,500 via Certificate of Amendment (effective 2024-02-05).

“On February 5, 2024, Faraday Future Intelligent Electric Inc. (the “Company”) filed an amendment (the “Certificate of Amendment”) to the Company’s Third Amended and Restated Certificate of Incorporation (as amended, the “Charter”) with the office of the Secretary of State of the State of Delaware to effect an increase in the number of authorized shares of common stock, par value $0.0001 per share, of the Company (“Common Stock”) from 154,437,500 to 1,389,937,500, increasing the total number of authorized shares of Common Stock and preferred stock from 164,437,500 to 1,399,937,500.”

Fox Corp: Amended and restated bylaws, revising director nomination and stockholder proposal disclosure requirements, adding federal forum for Securities Act claims, and making administrative changes (effective 2024-02-06).

“On February 6, 2024, the Company’s Board of Directors (the “Board”) approved an amendment and restatement of the By-laws of the Company (the “Amended By-laws”), effective as of such date.”

YETI Holdings, Inc.: Amended and restated bylaws to incorporate universal proxy rules, update advance notice provisions, adopt exclusive federal forum for Securities Act claims, and make technical changes (effective 2024-02-01).

“On February 1, 2024, the Board of Directors (the “Board”) of YETI Holdings, Inc. (the “Company”) amended and restated the Company’s amended and restated bylaws (the “Bylaws”), effective immediately, to, among other things: · incorporate the universal proxy rules adopted by the U.S. Securities and Exchange Commission into the advance notice provisions applicable to director nominations”

Paycom Software, Inc.: Amended and Restated Bylaws to allow two persons to serve simultaneously in the same officer position (effective 2024-02-07).

“The Amended and Restated Bylaws, which are effective February 7, 2024, provide that the Board may, by resolution, appoint two persons to the same office, such that an officer position may be filled by two individuals serving simultaneously.”

Lunai Bioworks Inc.: Increased authorized shares from 110,000,000 to 360,000,000 and common stock from 100,000,000 to 350,000,000 (effective 2024-02-01).

“On February 1, 2024, Renovaro Biosciences Inc., a Delaware corporation (the “Company”), filed with the Secretary of State of the State of Delaware a Certificate of Amendment (the “Authorized Share Amendment”) to the Company’s Certificate of Incorporation, as amended, to increase the total number of authorized shares of capital stock of the Company from 110,000,000 to 360,000,000 and to increase the total number of authorized shares of common stock, par value $0.0001 per share, of the Company from 100,000,000 to 350,000,000, effective immediately.”

LIGHTPATH TECHNOLOGIES INC: Increased authorized shares of common stock from 50,000,000 to 100,000,000 (effective 2024-01-31).

“On January 31, 2024, LightPath Technologies, Inc. (the "Company") filed with the Office of the Secretary of State of the State of Delaware a Certificate of Amendment (the "Certificate of Amendment") to its Certificate of Incorporation (the “Certificate of Incorporation”), increasing the number of authorized shares of common stock of the Company from 50,000,000 to 100,000,000 shares.”

VAIL RESORTS INC: Amended Section 12 of Bylaws to increase maximum number of directors from ten to twelve, with exact number to be set by Board resolution (effective 2024-02-02).

“On February 2, 2024, the Board amended Section 12 of the Company’s Amended and Restated Bylaws (the “Bylaws”) to change the limit on directors to no more than twelve, with the exact number to be determined from time to time solely by resolution duly adopted by the Board.”

Alto Neuroscience, Inc.: Adopted amended and restated bylaws in connection with the closing of the IPO (effective 2024-02-06).

“Effective as of February 6, 2024, the Company adopted amended and restated bylaws (the “Restated Bylaws”) in connection with the closing of the IPO. The Board and stockholders previously approved the Restated Bylaws to be effective immediately prior to the closing of the IPO.”

Alto Neuroscience, Inc.: Amended and restated certificate of incorporation in connection with the closing of the IPO (effective 2024-02-06).

“the Company filed an amended and restated certificate of incorporation (the “Restated Certificate”) with the Secretary of State of the State of Delaware. The Company’s board of directors (the “Board”) and stockholders previously approved the Restated Certificate to be effective as of immediately prior to the closing of the IPO.”

Senior Credit Investments, LLC: Adopted Second Amended and Restated Limited Liability Company Agreement to create Units, authorize up to 1,000,000,000 Units, permit written consent actions, and update exculpation, indemnification and insurance provisions (effective 2024-02-02).

“On February 2, 2024, the Company entered into its Second Amended and Restated Limited Liability Company Agreement (the “ Second A&R LLCA ”), which amended and restated the Company’s Amended and Restated Limited Liability Agreement, dated as of July 17, 2023 (the “ A&R LLCA ”).”

HF Sinclair Corp: Amended and Restated By-Laws to permit special meetings called by 25% stockholders, add procedural requirements, and make administrative changes (effective 2024-02-03).

“to, among other things, (i) permit special meetings of the stockholders of the Corporation to be called by stockholders of record owning at least 25% of the outstanding shares having voting power of the Corporation; (ii) include certain procedural requirements for stockholders who desire to submit a special meeting request; (iii) make certain corresponding changes to the advance notice and director nomination procedures to address the special meeting request procedures; and (iv) make other administrative, clarifying and conforming changes.”

TruGolf Holdings, Inc.: Fiscal year end changed from March 31 to December 31 effective as of the Closing Date.

“the Company's fiscal year end automatically changed from March 31 to December 31”

TruGolf Holdings, Inc.: Adopted amended and restated bylaws (A&R Bylaws) effective as of the Closing Date.

“the Company adopted amended restated bylaws pursuant to the Proposed Bylaws (the "A&R Bylaws")”

TruGolf Holdings, Inc.: Amended and restated certificate of incorporation (Third A&R Certificate of Incorporation) effective as of the Closing Date.

“the Company amended and restated its certificate of incorporation, effective as of the Closing Date, pursuant to the Third A&R Certificate of Incorporation”

iLearningEngines, Inc.: Amended certificate of incorporation to extend business combination deadline from February 4, 2024 to March 6, 2024, with option for monthly extensions up to August 6, 2024 (effective 2024-02-02).

“on February 2, 2024, Arrowroot filed the Charter Amendment with the Delaware Secretary of State.”

Kernel Group Holdings, Inc.: Amendment to Amended and Restated Memorandum and Articles of Association to extend the termination date for completing a business combination (effective 2024-02-01).

“The shareholders of the Company approved the Amendment to the Amended and Restated Memorandum and Articles of Association of the Company (the “ Charter Amendment ”) at the February 1, 2024 Shareholders Meeting, changing the structure and cost of the Company’s right to extend the date (the “ Termination Date ”) by which the Company must (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses (a “business combination”), (ii) cease its operations if it fails to complete such business combination, and (iii) redeem or repurchase 100% of the Company’s Class A ordinary shares included as part of the units sold in the Company’s initial public offering that closed on February 5, 2021 (the “ IPO ”) which is currently February 5, 2024 unless extended.”

Beneficient: Filed certificate of designation for Series B-3 Preferred Stock, designating rights, preferences, privileges, and restrictions (effective 2024-01-31).

“On January 31, 2024, the Company filed a certificate of designation (the “B-3 Certificate of Designation”) with the Secretary of State of Nevada, effective as of the time of filing, designating the rights, preferences, privileges and restrictions of the shares of the Series B-3 Preferred Stock.”

Beneficient: Filed certificate of designation for Series B-2 Preferred Stock, designating rights, preferences, privileges, and restrictions (effective 2024-01-31).

“On January 31, 2024, the Company filed a certificate of designation (the “B-2 Certificate of Designation”) with the Secretary of State of Nevada, effective as of the time of filing, designating the rights, preferences, privileges and restrictions of the shares of the Series B-2 Preferred Stock.”

TPT GLOBAL TECH, INC.: Increased authorized common shares to 15,000,000,000 (effective 2024-01-17).

“Effective January 17, 2024, the Board of Directors of the Company in accordance with the provisions of the Articles of Incorporation, as amended, and by-laws of the Company amended the Articles of Incorporation to increase the authorized number of common shares by ten billion, five hundred million (10,500,000,000) which increase will then make the total authorized common shares to be fifteen billion (15,000,000,000)”

EFCAR, LLC: Amended trust agreement to change minimum denomination of certificates from $100,000 to $1,001 and make related amendments (effective 2024-02-01).

“On February 1, 2024, EFCAR, LLC and Wilmington Trust Company entered into Amendment No. 2, dated as of February 1, 2024, to that certain Amended and Restated Trust Agreement of Exeter Auto Receivables Trust 2021-2, dated as of April 30, 2021, for the purpose of changing the minimum denomination of the certificates and making certain other related amendments thereto.”

FRACTYL HEALTH, INC.: Amended and restated certificate of incorporation effective upon IPO closing (effective 2024-02-06).

“On February 6, 2024, Fractyl Health, Inc.’s (the “Company”) amended and restated certificate of incorporation (the “Certificate of Incorporation”), filed with the Secretary of State of the State of Delaware on February 6, 2024, and its amended and restated bylaws (the “Bylaws”) became effective in connection with the closing of the initial public offering of shares of the Company’s common stock.”

FRACTYL HEALTH, INC.: Amended and restated bylaws effective upon IPO closing (effective 2024-02-06).

“On February 6, 2024, Fractyl Health, Inc.’s (the “Company”) amended and restated certificate of incorporation (the “Certificate of Incorporation”), filed with the Secretary of State of the State of Delaware on February 6, 2024, and its amended and restated bylaws (the “Bylaws”) became effective in connection with the closing of the initial public offering of shares of the Company’s common stock.”

Scorpius Holdings, Inc.: Company changed its name from NightHawk Biosciences, Inc. to Scorpius Holdings, Inc. via a Certificate of Amendment to its Third Amended and Restated Certificate of Incorporation, effective February 6, 2024 (effective 2024-02-06).

“On February 5, 2024, Scorpius Holdings, Inc. (previously known as NightHawk Biosciences, Inc. ) filed with the Secretary of State of the State of Delaware a Certificate of Amendment (the “Certificate of Amendment”) to its Third Amended and Restated Certificate of Incorporation, as amended, to effect as of February 6, 2024, a change of its name to Scorpius Holdings, Inc. (the “Name Change”).”

CF BANKSHARES INC.: Filed Certificate of Designations to designate 5,000 authorized shares of Series D Preferred Stock, with terms substantially similar to Series C Preferred Stock (effective 2024-02-05).

“On February 5, 2024, the Company filed with the Delaware Secretary of State a Certificate of Designations (the “Certificate of Designations”) to designate 5,000 authorized shares of Series D Preferred Stock.”

NU SKIN ENTERPRISES, INC.: Board adopted Fifth Amended and Restated Bylaws effective February 5, 2024, with updates to align with DGCL, proxy rules, advance notice procedures, and director resignation requirements (effective 2024-02-05).

“On February 5, 2024, the Board of Directors of Nu Skin Enterprises, Inc. (the “Company”) approved and adopted the Fifth Amended and Restated Bylaws of the Company (as so amended and restated, the “Bylaws”), which became effective upon such approval and adoption.”

SUNation Energy, Inc.: Increased authorized shares of common stock from prior amount to 112,500,000 shares (effective 2024-01-30).

“On December 29, 2023, the shareholders of Pineapple Energy Inc. (the “Company”) approved an amendment to the Company’s Third Amended and Restated Articles of Incorporation (the “Articles of Incorporation”) to increase the number of authorized shares of the Company’s common stock, par value $0.05 per share (the “Common Stock”), to a total of 112,500,000 shares (the “Amendment”). The Amendment became effective on January 30, 2024 upon filing of Articles of Amendment to the Articles of Incorporation (the “Articles of Amendment”) with the Secretary of State of the State of Minnesota.”

Enphys Acquisition Corp.: Amendment to amended and restated memorandum and articles of association to extend business combination deadline from February 8, 2024 to June 8, 2024 (effective 2024-02-02).

“On February 2, 2024, Enphys Acquisition Corp. (the “Company”) held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”) to vote on the proposal described under Item 5.07 of this Current Report on Form 8-K. At the Extraordinary General Meeting, the Company’s shareholders approved an amendment to the Company’s amended and restated memorandum and articles of association (the “Extension Amendment”) to extend the date by which the Company must consummate a business combination from February 8, 2024 to June 8, 2024 (the “Extended Date”) (the “Extension Amendment Proposal”).”

Innovid Corp.: Amended and restated bylaws effective February 1, 2024, addressing universal proxy rules, streamlining stockholder proposals, and requiring white proxy cards for certain solicitations (effective 2024-02-01).

“On February 1, 2024, the Board of Directors (the “Board”) of Innovid Corp., a Delaware corporation (the “Company”), approved and adopted amendments to the Company’s amended and restated bylaws (as amended, the “Amended and Restated Bylaws”), which became effective the same day.”

Empery Digital Inc.: Stockholders approved and the board effected a 1-for-45 reverse stock split via an amendment to the certificate of incorporation, effective February 2, 2024 (effective 2024-02-02).

“stockholders of the Company approved, among other items, an amendment to the Company’s amended and restated certificate of incorporation (the “Amendment”) to effect the reverse stock split at a ratio in the range of 1-for-2 to 1-for-45”

CareMax, Inc.: Amended the Third Amended and Restated Certificate of Incorporation to effect a one-for-thirty reverse stock split (effective 2024-01-31).

“On January 31, 2024, CareMax, Inc., a Delaware corporation (the “Company”), effected a one-for-thirty reverse stock split (the “Reverse Stock Split”) of the Company’s Class A common stock, par value $0.0001. As previously disclosed, at its special meeting of stockholders held on January 23, 2024, the stockholders of the Company approved a proposal to authorize the Company’s Board of Directors (the “Board”) to amend the Company’s Third Amended and Restated Certificate of Incorporation (the “Charter”) to effect a reverse stock split at a ratio between one-for-ten (1:10) and one-for-forty (1:40), inclusive, as determined by the Board in its discretion. On January 23, 2024, the Board approved the Reverse Stock Split at a ratio of one-for-thirty. Following such approval, the Company filed an amendment to its Charter (the “Amendment”) with the Secretary of State of the State of Delaware to effect the Reverse Stock Split, with an effective time of 11:59 p.m. Eastern Time on January 31, 2024.”

Spyre Therapeutics, Inc.: Board adopted a new Code of Business Conduct and Ethics, superseding the prior code, with updated policies on compliance, conflicts of interest, whistleblower procedures, and other matters (effective 2024-02-01).

“On February 1, 2024, the Board adopted a new Code of Business Conduct and Ethics of the Company (the “Code of Conduct”), effective as of such date. The Code of Conduct supersedes the Company’s existing Code of Conduct and Ethics as previously adopted by the Aeglea board of directors (the “Existing Code of Conduct”).”

Spyre Therapeutics, Inc.: Board amended and restated bylaws to revise voting standards, update stockholder proposal and director nomination requirements, opt out of DGCL Section 116, and update indemnification and other provisions (effective 2024-02-01).

“On February 1, 2024, the Board adopted an amendment and restatement of the Company’s Amended and Restated Bylaws as previously adopted by the Aeglea board of directors (as amended and restated, the “Amended and Restated Bylaws”), effective as of such date, in order to, among other things: • revise the voting standards for matters submitted to a vote of stockholders other than for the election of directors to be the affirmative vote of the holders of at least a majority of the voting power of the Company’s stock present in person or represented by proxy and entitled to vote on the matter, except as otherwise required by the Company’s Certificate of Incorporation, the Amended and Restated Bylaws, or any law, rule or regulation; • update the procedural and disclosure requirements for director nominations made and business proposals submitted by stockholders (other than proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended); • opt out of Section 1”