Governance Changes

bleuacacia ltd: On January 2, 2024, shareholders approved and the Company adopted an amendment to its Amended and Restated Memorandum and Articles of Association to extend the deadline to consummate a business combination from February 22, 2024 to November 22, 2024 (effective 2024-01-02).

“On January 2, 2024 bleuacacia held the Shareholder Meeting at which bleuacacia’s shareholders approved proposals to amend bleuacacia’s amended and restated memorandum and articles of association (the “ Memorandum and Articles of Association”) to (i) extend the date (the “Termination Date”) by which bleuacacia has to consummate a business combination (the “Articles Extension”) from February 22, 2024 to November 22, 2024 (the “Articles Extension Date”), or such earlier date as the Company’s board of directors may approve in accordance with the Memorandum and Articles of Association (the “Extension Amendment Proposal”)”

STANDARD BIOTOOLS INC.: Increased authorized common stock from 400,000,000 shares to 600,000,000 shares (effective 2024-01-04).

“On January 4, 2024, the Company filed a Certificate of Amendment to its Eighth Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware to increase the total number of shares of Standard BioTools Common Stock authorized for issuance thereunder from 400,000,000 shares to 600,000,000 shares (the “Charter Amendment”).”

Oncternal Therapeutics, Inc.: Amended restated certificate of incorporation to effect a 1-for-20 reverse stock split (effective 2024-01-08).

“On January 3, 2024, Oncternal filed an amendment (the “Amendment”) to its restated certificate of incorporation to effectuate a reverse stock split of Oncternal’s Common Stock.”

Hannover House, Inc.: Increase authorized shares from 1.1 billion to 1.25 billion common stock shares.

“The Board of Directors has authorized an amendment to the Articles of Incorporation to allow for an increase in the total Authorized Shares.”

Startek, Inc.: Amended and restated the Bylaws following the merger effective time (effective 2024-01-05).

“In addition, promptly following Effective Time, the Amended and Restated Bylaws of the Company as in effect immediately prior to the Effective Time were amended and restated in their entirety to be in the form attached hereto as Exhibit 3.2 (the “Amended and Restated Bylaws”).”

Startek, Inc.: Amended and restated the Certificate of Incorporation following the merger effective time (effective 2024-01-05).

“Promptly following the Effective Time, the Restated Certificate of Incorporation of the Company that was in effect immediately before the Effective Time was amended and restated to be in the form attached hereto as Exhibit 3.1 (the “Amended and Restated Certificate of Incorporation”).”

CERUS CORP: The Board approved an amendment and restatement of the Company's Bylaws, including changes to stockholder meeting procedures, advance notice provisions, universal proxy rules, and exclusive forum provisions (effective 2024-01-04).

“On January 4, 2024, the Board of Directors (the “Board”) of the Company approved the amendment and restatement of the Company’s Amended and Restated Bylaws (as so amended and restated, the “Bylaws”) to, among other things:”

ALPHATIME ACQUISITION CORP: Adopted Third Amended and Restated Memorandum and Articles of Association to extend the deadline for business combination up to January 4, 2025 (effective 2023-12-28).

“As approved by the Company’s shareholders at the Meeting on December 28, 2023, by special resolution, the Company deleted the Company’s Second Amended and Restated Memorandum and Articles of Association (the “ Existing Charter ”) on December 28, 2023, in their entirety, and adopted the Company’s Third Amended and Restated Memorandum and Articles of Association in the form set forth in Annex A to the definitive proxy statement filed with the Securities and Exchange Commission on December 8, 2023 (the “ Extension Amendment ”), reflecting the extension of the date by which the Company must consummate a business combination from the Termination Date up to ten (10) times, the first extension comprised of three months, and the subsequent nine (9) extensions comprised of one month each (each an “ Extension ”) up to January 4, 2025 (i.e., for a period of time ending up to 24 months after the consummation of its initial public offering (the “ IPO ”)) for a total of twelve (12) months after the”

Zoomcar Holdings, Inc.: Company ceased to be a shell company.

“As a result of the Business Combination, which fulfilled the definition of an “initial business combination” as required by the Company’s Amended and Restated Certificate of Incorporation, the Company ceased to be a shell company upon the Closing.”

Zoomcar Holdings, Inc.: Changed fiscal year end from December 31 to March 31.

“In connection with the Closing, the Company changed its fiscal year end from December 31 to March 31.”

Zoomcar Holdings, Inc.: Amended and restated bylaws.

“in addition, upon the Closing, pursuant to the terms of the Merger Agreement, the Company amended and restated its bylaws.”

Zoomcar Holdings, Inc.: Amended and Restated Certificate of Incorporation filed.

“On the Closing Date, the Company filed the Amended and Restated Certificate of Incorporation of the Company (the “ A&R Certificate ”) with the Secretary of State of the State of Delaware.”

Future Health ESG Corp.: Extended the deadline to consummate initial business combination from December 31, 2023 to December 31, 2024 (effective 2023-12-29).

“amendment (the “ Charter Amendment ”) to the Company’s Amended and Restated Certificate of Incorporation to extend the date by which the Company must consummate its initial business combination (the “ Initial Business Combination ”) from December 31, 2023 to December 31, 2024”

Nocturne Acquisition Corp: Amended the Company's Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate its initial business combination from January 5, 2024 to February 5, 2024, with board authority to further extend monthly up to July 5, 2024 (effective 2024-01-02).

“On January 2, 2024, Nocturne Acquisition Corporation, a special purpose acquisition company incorporated as a Cayman Islands exempted company (the “ Company ”) held an extraordinary general meeting (the “ Meeting ”). At the Meeting, the Company’s shareholders approved an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (the “ Charter Amendment ”) to extend the date by which the Company must consummate its initial business combination from January 5, 2024 to February 5, 2024, provided that, in the event that the Company has not consummated a business combination by February 5, 2024, the Company’s Board of Directors (the “ Board ”) may, without any approval of the Company’s shareholders, extend the date by which the Company has to consummate a business combination up to five (5) times, each by one additional month (for a total of up to five additional months) until July 5, 2024.”

Jasper Therapeutics, Inc.: Effected a 1-for-10 reverse stock split to regain compliance with Nasdaq minimum bid price requirement (effective 2024-01-04).

“The Reverse Stock Split was effective at 12:01 a.m., Eastern Time, on January 4, 2024, and the Common Stock is expected to begin trading on a Reverse Stock Split-adjusted basis on the Nasdaq Capital Market at the opening of the market on January 4, 2024.”

NexPoint Real Estate Finance, Inc.: Second amendment and restatement of bylaws to clarify stockholder action by written consent and notice requirements (effective 2024-01-03).

“On January 3, 2024, the Board of Directors of NexPoint Real Estate Finance, Inc. (the “Company”) approved and adopted a second amendment and restatement of the Company’s Bylaws (the “Second Amended and Restated Bylaws”).”

Cantor Fitzgerald Income Trust, Inc.: Amendment to Section 11.3 of the Charter to clarify that provisions extend to affiliates of the Company (effective 2023-12-29).

“the amendment to the Charter amends Section 11.3 of the Charter to clarify that the provisions of Section 11.3 extend to affiliates of the Company.”

Aclarion, Inc.: Amended certificate of incorporation to effect a 1-for-16 reverse stock split (effective 2024-01-03).

“On January 3, 2024, Aclarion, Inc. (the “Company”) filed a Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to effect a reverse stock split of the Company’s common stock at a ratio of one-for-sixteen.”

TON Strategy Co: The Company filed a Certificate of Designation for Series C Preferred Stock, establishing terms such as stated value, dividends, redemption, and non-dilutive, non-voting features (effective 2023-12-28).

“On December 28, 2023,the Company filed a certificate of designation of preferences and rights (the “Certificate of Designation”) of Series C Preferred Stock (the “Series C Preferred Stock”), with the Secretary of State of Nevada, designating 5,000 shares of preferred stock, par value $0.0001 of the Company, as Series C Preferred Stock.”

Beeline Holdings, Inc.: Increased authorized shares of Common Stock from 1,750,000 to 6,000,000 (effective 2024-01-02).

“On January 2, 2024, the Registrant filed with the Nevada Secretary of State a Certificate of Amendment of the Articles of Incorporation. The Certificate of Amendment increased the number of authorized shares of Common Stock from 1,750,000 to 6,000,000.”

Dror Ortho-Design, Inc.: Increased authorized shares of common stock from 500,000,000 to 3,254,475,740 and corresponding change to authorized capital stock (effective 2024-01-04).

“At the Annual Meeting, the Company’s stockholders also approved the adoption of the Company’s Amended and Restated Certificate of Incorporation (the “Restated Charter”) and an amendment to the Restated Charter to increase the number of authorized shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) from 500,000,000 to 3,254,475,740 and to make a corresponding change to the number of authorized shares of capital stock (the “Authorized Share Increase Amendment”).”

Kimco Realty OP, LLC: Filed Articles Supplementary designating preferences, rights and limitations of 7.25% Class N Cumulative Convertible Perpetual Preferred Stock (effective 2024-01-02).

“Kimco filed Articles Supplementary (the “Articles Supplementary”) with the State Department of Assessments and Taxation of the State of Maryland, which Articles Supplementary became effective on January 2, 2024, designating the preferences, rights and limitations of the 7.25% Class N Cumulative Convertible Perpetual Preferred Stock”

FLYEXCLUSIVE INC.: As a result of the Business Combination, EGA ceased being a shell company.

“As a result of the Business Combination, EGA ceased being a shell company.”

FLYEXCLUSIVE INC.: Adoption of PubCo Bylaws in connection with Business Combination.

“On the Closing Date, in connection with the completion of the Business Combination, the Company adopted the Second A&R Certificate of Incorporation and PubCo Bylaws.”

FLYEXCLUSIVE INC.: Adoption of Second A&R Certificate of Incorporation in connection with Business Combination.

“On the Closing Date, in connection with the completion of the Business Combination, the Company adopted the Second A&R Certificate of Incorporation and PubCo Bylaws.”

SAB Biotherapeutics, Inc.: Filed Certificate of Amendment to effect a 1-for-10 reverse stock split of common stock (effective 2024-01-02).

“On January 2, 2024, the Company filed a Certificate of Amendment (the “Certificate of Amendment”) to amend the Company’s certificate of incorporation, as amended and restated (the “Charter”), with the Secretary of State of the State of Delaware to effect the Reverse Stock Split.”

Triller Group Inc.: Shareholders approved amendment to fifth amended and restated memorandum and articles of association to increase authorized ordinary shares from 200,000,000 to 1,000,000,000 (effective 2023-12-28).

“On December 28, 2023, the Company filed the Amendment with the British Virgin Islands Registrar of Corporate Affairs.”

WYTEC INTERNATIONAL INC: Removed the automatic redemption provision for Series C Preferred Stock upon listing on a national securities exchange (effective 2023-12-29).

“On December 29, 2023, Wytec International, Inc., a Nevada corporation (“Wytec”), filed an amendment to its Certificate of Designation for its Series C Preferred Stock (the “Amendment to Series C Certificate of Designation”) with the Secretary of State of the State of Nevada in order to remove the provision which provided for the automatic redemption of shares of Wytec’s Series C Preferred Stock on the date that Wytec’s shares of common stock first trade on any national securities exchange”

Transportation & Logistics Systems, Inc.: Reverse stock split of Common Stock and Preferred Stock effected via Certificate of Change under NRS 78.209 (effective 2024-01-01).

“filed with the Secretary of State of the State of Nevada a Certificate of Certificate of Change Pursuant to NRS 78.209 (the “Certificate of Change”), effective as of January 1, 2024. The Certificate of Change provides for a reverse stock split of the Company’s Common Stock, par value $0.001 per share, and its Preferred Stock, par value $0.001 per share (the “Reverse Stock Split”).”

HARROW, INC.: Amendments to the Code of Business Conduct and Ethics to update corporate name and clarify obligations regarding political activities (effective 2023-12-28).

“Effective December 28, 2023, the Board of Directors of the Company approved certain amendments to the Company’s Code of Business Conduct and Ethics (the “Code”) upon the recommendation of the Nomination and Corporate Governance Committee of the Board.”

CN Healthy Food Tech Group Corp.: Filed Amended and Restated Certificate of Incorporation upon IPO closing (effective 2023-12-26).

“In connection with the closing of the IPO, the Company filed its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on December 26, 2023.”

ShoulderUP Technology Acquisition Corp.: Amended certificate of incorporation to allow Class B common stock holders to convert shares to Class A common stock on a one-to-one basis at any time (effective 2023-12-29).

“On December 28, 2023, ShoulderUp Technology Acquisition Corp., a Delaware corporation (the “ Company ”), held an annual meeting of its stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to allow for the right of a holder of Class B common stock of the Company to convert its shares of Class B common stock into shares of Class A common stock on a one-to-one basis at any time and from time to time at the election of the holder. The certificate of amendment was filed with the Delaware Secretary of State and has an effective date of December 29, 2023.”

Mountain Crest Acquisition Corp. IV: Amendment to the Amended and Restated Certificate of Incorporation to extend the time to complete a business combination by up to two additional three-month periods (effective 2024-01-02).

“the filing of an amendment (the “Third Extension Amendment”) to MCAF’s Amended and Restated Certificate of Incorporation (the “Charter”) with the Delaware Secretary of State, giving MCAF the right to extend the time for MCAF to complete its business combination for up to two (2) additional three-month extension periods from January 2, 2024 to April 2, 2024 and then from April 2, 2024 to July 2, 2024”

Pasithea Therapeutics Corp.: Amended and restated bylaws to be consistent with charter changes and to add exclusive forum provision and adjust notice periods for stockholder proposals (effective 2023-12-29).

“The Board had previously approved an amendment and restatement of the Bylaws (as so amended and restated, the “Restated Bylaws”), to be effective upon the Effective Time, to be consistent with any changes to the Certificate adopted and approved by the Company’s stockholders at the Reconvened Meeting”

Pasithea Therapeutics Corp.: Amended and restated certificate of incorporation to include changes approved by stockholders, such as classified board, removal of stockholder ability to call special meetings, elimination of stockholder action by written consent, and supermajority vote for bylaw amendments (effective 2023-12-29).

“on December 29, 2023, following the Reconvened Meeting, the Company filed the Restated Certificate with the Secretary of State of the State of Delaware implementing the approved changes and the Restated Certificate was effective immediately upon filing”

GRIID Infrastructure Inc.: GRIID ceased to be a shell company as a result of the Merger.

“As a result of the Merger, GRIID ceased to be a shell company upon the Closing.”

GRIID Infrastructure Inc.: Adopted a new Code of Conduct and Ethics applicable to all employees, officers and directors.

“On the Closing Date, the Board adopted a new Code of Conduct and Ethics that applies to all of its employees, officers and directors, including the named executive officers.”

GRIID Infrastructure Inc.: Adopted Amended and Restated Bylaws upon merger.

“On the Closing Date, GRIID adopted the Charter and the Bylaws amending and restating its existing amended and restated certificate of incorporation, as amended, and bylaws, respectively.”

GRIID Infrastructure Inc.: Adopted a Second Amended and Restated Certificate of Incorporation upon merger.

“On the Closing Date, GRIID adopted the Charter and the Bylaws amending and restating its existing amended and restated certificate of incorporation, as amended, and bylaws, respectively.”

Seres Therapeutics, Inc.: Adopted Amended and Restated Bylaws with changes to proxy rules, stockholder nominations, and technical updates (effective 2024-01-02).

“On January 2, 2024, the Board of Directors (the “ Board ”) of Seres Therapeutics, Inc., a Delaware corporation (the “ Company ”) approved and adopted the Company’s Amended and Restated Bylaws (the “ Amended and Restated Bylaws ”), which became effective the same day.”

EchoStar CORP: Amended bylaws to increase maximum board size to eleven directors.

“the bylaws of EchoStar were amended to increase by one director the maximum size of the Board, such that the bylaws provide that the number of directors of EchoStar will be not less than three nor more than eleven.”

Lazard, Inc.: Adopted new certificate of incorporation and bylaws in connection with redomestication from Bermuda to Delaware (effective 2024-01-01).

“The information included in Item 3.03 above is hereby incorporated by reference into this Item 5.03. The new certificate of incorporation and bylaws were effective as of January 1, 2024.”

QT IMAGING HOLDINGS, INC.: Stockholders approved an amendment to the Amended and Restated Certificate of Incorporation to extend the business combination deadline from December 28, 2023 to March 31, 2024 (effective 2023-12-28).

“the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation that extends the date by which the Company must consummate a business combination transaction from December 28, 2023 up to March 31, 2024. The certificate of amendment was filed with the Delaware Secretary of State and has an effective date of December 28, 2023.”

AEye, Inc.: On December 26, 2023, AEye, Inc. filed a Certificate of Amendment to its Second Amended and Restated Certificate of Incorporation to effect a one-for-thirty reverse stock split of its common stock, effective December 26, 2023 (effective 2023-12-26).

“On December 26, 2023, AEye, Inc. (the “ Company ”) filed a Certificate of Amendment (the “ Certificate of Amendment ”) to the Company’s Second Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware to effect a one-for-thirty reverse stock split (the “ Reverse Stock Split ”) of the issued shares of the Company’s common stock, par value $0.0001 per share (the “ Common Stock ”). The Reverse Stock Split became effective at 4:09 p.m. Eastern Time on December 26, 2023 (the “ Effective Time ”) in accordance with the terms of the Certificate of Amendment.”

Medalist Diversified, Inc.: The board elected to be subject to Section 3-803 of the MGCL to classify the board into three classes with staggered three-year terms, reflected in Articles Supplementary filed with SDAT (effective 2023-12-29).

“On December 28, 2023, the Board of Directors (the “Board”) of Medalist Diversified REIT, Inc. (the “Company”) approved a resolution to elect for the Company to be subject to Section 3-803 of Subtitle 8 of Title 3 of the Maryland General Corporation Law (the “MGCL”).”

HEALTHY EXTRACTS INC.: Filed Certificate of Amendment to effect 1-for-120 reverse stock split and decrease authorized common stock to 50,000,000 shares (effective 2023-12-29).

“On December 19, 2023, we filed a Certificate of Amendment to our Articles of Incorporation, to be effective at the open of trading on December 29, 2023, to (a) effectuate a 1-for-120 reverse split of our issued and outstanding shares of common stock, and (b) decrease our authorized common stock to 50,000,000 shares, par value $0.001.”

Nukkleus Inc.: Brilliant ceased to be a shell company as a result of the Business Combination.

“As a result of the Business Combination, Brilliant ceased to be a shell company.”

Nukkleus Inc.: Amended Certificate of Incorporation filed upon Domestication, changing name to Nukkleus Inc.

“On the Closing Date, following the Domestication, Brilliant filed its the Amended Certificate of Incorporation with the Secretary of State of the State of Delaware, changed its name to "Nukkleus Inc."”

PROSPECT CAPITAL CORP: Filed two Articles Supplementary reclassifying shares of Common Stock into Preferred Stock series (effective 2023-12-28).

“On December 28, 2023, the Company filed two Articles Supplementary (the “Articles Supplementary”) with the State Department of Assessments and Taxation of Maryland (“SDAT”).”

MYMETICS CORP: Filed Certificate of Amendment to Certificate of Incorporation to effectuate a 1-for-2,000 reverse stock split (effective 2023-12-28).

“On December 27, 2023, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of Delaware to effectuate the Reverse Stock Split, and such amendment was effective as of 12:01 a.m. on December 28, 2023.”