Governance Changes

Howard Hughes Corp: Amended and restated Second Amended and Restated Certificate of Incorporation to decrease authorized common shares from 150,000,000 to 1,000, remove authorized preferred stock, add Section 251(g) provision, and add/remove provisions for a wholly owned subsidiary (effective 2023-08-11).

“On August 11, 2023, upon consummation of the Reorganization, the Company amended and restated its Second Amended and Restated Certificate of Incorporation of the Company (as so amended and restated the “ Company Third A&R Charter ”) by filing the Company Third A&R Charter as an exhibit to the Certificate of Merger filed with the Secretary of State of the State of Delaware in connection with the Merger (the “ Certificate of Merger ”), in order to: (i) decrease the authorized number of shares of Company Common Stock from 150,000,000 shares to one thousand (1,000) shares; (ii) remove the authorized number of shares of Preferred Stock; (iii) add a provision, which is required by Section 251(g) of the DGCL, that provides that any act or transaction by or involving the Company, other than the election or removal of directors, that requires for its adoption under the DGCL or the Company Charter the approval of the stockholders of the Company shall require the approval of the stockholders of H”

CHINOOK THERAPEUTICS, INC.: In connection with the merger, the company's bylaws were amended and restated in their entirety (effective 2023-08-11).

“Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 5.03. In connection with the completion of the Merger and pursuant to the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety.”

CHINOOK THERAPEUTICS, INC.: In connection with the merger, the company's certificate of incorporation was amended and restated in its entirety (effective 2023-08-11).

“Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 5.03. In connection with the completion of the Merger and pursuant to the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety.”

Bank of New York Mellon Corp: Board approved and adopted amendments to the Amended and Restated By-Laws effective August 8, 2023, revising procedural and information requirements for stockholder proposals and director nominations, including updates for 'universal proxy card' rules and developments in Delaware General Corporation (effective 2023-08-08).

“On August 8, 2023, the Board of Directors (the "Board") of The Bank of New York Mellon Corporation (the "Corporation") approved and adopted amendments to the Corporation's Amended and Restated By-Laws, effective August 8, 2023 (as so amended, the "By-laws"). The amendments revise and clarify procedural and information requirements for the Corporation's stockholders proposing business for consideration or nominating persons for election to the Board at meetings of stockholders, including in order to provide an orderly process in consideration of the U.S. Securities and Exchange Commission's "universal proxy card" rules.”

Molecular Templates, Inc.: Amendment to Amended and Restated Certificate of Incorporation to effect a 1-for-15 reverse stock split (effective 2023-08-11).

“On August 11, 2023, the Company filed with the Secretary of State of the State of Delaware the Certificate of Amendment to effect a one-time reverse stock split of the Company’s common stock, at a ratio of 1-for-15 (the “Reverse Stock Split”).”

COSTCO WHOLESALE CORP /NEW: Amended and restated Bylaws to implement requirements for shareholder nominations, require white proxy card for Board, limit number of nominees, require additional disclosures, and make officer indemnification mandatory (effective 2023-08-09).

“The Board of Directors of Costco Wholesale Corporation amended and restated the Company’s Bylaws, effective August 9, 2023.”

Embrace Change Acquisition Corp.: Approved special resolution to remove the net tangible asset requirement from the Articles of Association by adopting a second amended and restated memorandum and articles of association (effective 2023-08-09).

“as a special resolution, an amendment to the Articles of Association to remove the net tangible asset requirement from the Articles of Association in order to expand the methods that Embrace Change may employ so as not to become subject to the “penny stock” rules of the Securities and Exchange Commission by deleting the Articles of Association in its entirety and substitute it with the second amended and restated memorandum and articles of association of Embrace Change”

Embrace Change Acquisition Corp.: Approved special resolution to extend the Combination Period from the Termination Date to the Extended Date by adopting a second amended and restated memorandum and articles of association (effective 2023-08-09).

“as a special resolution, giving the Company the right to extend the Combination Period from the Termination Date to the Extended Date (the “ Extension Amendment Proposal ”) by deleting the Articles of Association in its entirety and substitute it with the second amended and restated memorandum and articles of association of Embrace Change”

Collective Audience, Inc.: Amended certificate of incorporation to extend deadline for completing a business combination to February 12, 2024 and remove the $5,000,001 net tangible asset requirement (effective 2023-08-09).

“the Company filed an amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on August 9, 2023 (the "Charter Amendment"), giving the Company the right to extend the date by which it has to complete a business combination to February 12, 2024.”

HH&L Acquisition Co.: Amended Articles 51.7 and 51.8 of the second amended and restated memorandum and articles of association to extend the termination date for completing a business combination up to February 9, 2024 (effective 2023-08-09).

“approved (1) a special resolution to amend Articles 51.7 and 51.8 of the Company’s second amended and restated memorandum and articles of association”

Thunder Bridge Capital Partners III Inc.: Charter amended to extend deadline to complete a Business Combination from August 10, 2023 to February 10, 2024 and to provide for one-for-one conversion of Class B common stock into Class A common stock prior to closing of a Business Combination (effective 2023-08-04).

“The terms of the Charter Amendment are set forth in the Company’s definitive proxy statement filed with the SEC on July 21, 2023. The foregoing description is qualified in its entirety by reference to the Charter Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.”

CAMBELL INTERNATIONAL HOLDING CORP.: Changed company name from Bitmis Corp. to Campbell International Holding Corp (effective 2023-07-25).

“On July 25, 2023, an amendment to the articles of incorporation was filed with the Nevada Secretary of State (the “Certificate of Amendment”) to effect the change of name from “Bitmis Corp.” to “Campbell International Holding Corp.” (the “Company Name Change”).”

Sports Entertainment Gaming Global Corp: Amendment to Certificate of Incorporation to effect a 1-for-20 reverse stock split (effective 2023-08-09).

“On August 9, 2023, Lottery.com Inc. (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to amend the Company’s Second Amended and Restated Certificate of Incorporation to effect, effective as of 5:30 p.m. Eastern Time on August 9, 2023, a 1-for-20 reverse stock split (the “Reverse Stock Split”) of its common stock, par value $0.001 per share (“Common Stock”).”

Evofem Biosciences, Inc.: Filed Certificate of Designations creating Series E-1 Preferred Stock, part of Amended and Restated Articles of Incorporation (effective 2023-08-07).

“On August 7, 2023 the Company filed the Certificate of Designations creating the Series E-1 Preferred Stock. The Certificate of Designations, which forms a part of the Company’s Amended and Restated Articles of Incorporation, specifies the terms of the Series E-1 Preferred Stock.”

BLOOMIA HOLDINGS, INC.: Adoption of new bylaws in connection with reincorporation (effective 2023-08-04).

“In connection with the Reincorporation, the Company’s board of directors also adopted new bylaws (the “Bylaws”).”

BLOOMIA HOLDINGS, INC.: Reincorporation from Minnesota to Delaware resulting in a new Certificate of Incorporation (effective 2023-08-04).

“Effective August 4, 2023, the Company changed its state of incorporation from the State of Minnesota to the State of Delaware (the “Reincorporation”) by means of a Plan of Conversion, effective August 4, 2023”

Global System Dynamics, Inc.: Extended the date by which the company must consummate a business combination up to six additional months, from August 9, 2023 to February 9, 2024 (effective 2023-08-09).

“On August 9, 2023, the Company filed with the Secretary of State of the State of Delaware an amendment (the “Extension Amendment”) to the Company’s amended and restated certificate of incorporation to extend the date by which the Company must consummate a Business Combination up to six times, each by an additional month, for an aggregate of six additional months (i.e. from August 9, 2023 up to February 9, 2024) or such earlier date as determined by the board of directors.”

Holley Inc.: Adopted amended and restated bylaws to enhance procedural mechanics for stockholder nominations and proposals, modify stockholder list provisions, require proxy card color distinction, and add severability clause (effective 2023-08-08).

“On August 8, 2023, the Board of Directors (the “Board”) of the Company adopted and approved amended and restated by-laws (the “Amended and Restated By-Laws”), effective concurrently with such adoption.”

BRILLIANT N.E.V. CORP.: Name change to Brilliant N.E.V. Corp (effective 2023-07-28).

“On July 28, 2023, the Company amended its Articles of Incorporation with the Nevada Secretary of State to effect the name change of the Company to Brilliant N.E.V. Corp .”

DICE Therapeutics, Inc.: Bylaws of Purchaser became bylaws of Company effective immediately following Effective Time.

“the bylaws of the Purchaser became the bylaws of the Company, effective as of immediately following the Effective Time”

DICE Therapeutics, Inc.: Amended and restated certificate of incorporation effective as of the Effective Time.

“the restated certificate of incorporation of the Company was amended and restated in its entirety, effective as of the Effective Time”

LIMEADE, INC: Articles of incorporation amended and restated upon completion of merger.

“Effective upon completion of the Merger, the articles of incorporation of the Company, as in effect immediately prior to the Merger, were amended and restated to be in the form of the articles of incorporation attached hereto as Exhibit 3.1, which is incorporated herein by reference.”

Cardiff Oncology, Inc.: Filed Certificate of Elimination to remove designations of Series B, C, D, and E Convertible Preferred Stock, returning those shares to authorized but unissued preferred stock (effective 2023-08-08).

“On August 8, 2023, Cardiff Oncology, Inc. (the “Company”) filed, with the Secretary of State of the State of Delaware, a Certificate of Elimination (the “Certificate of Elimination”) of Series B, Series C, Series D and Series E Convertible Preferred Stock removing the designation and other references to its Series B, Series C, Series D and Series E Convertible Stock from the Company’s Amended and Restated Certificate of Incorporation, as amended.”

Stride, Inc.: Amended and restated bylaws to revise advance notice requirements, add disclosure obligations for stockholder proposals and director nominations, update and supplement information as of record date and ten business days before meeting, allow board to reject improperly brought business, limit directo (effective 2023-08-09).

“On August 9, 2023, the Board of Directors (the “Board”) of Stride, Inc. (the “Company”) approved and adopted amendments to, and a restatement of, the Company’s Fourth Amended and Restated Bylaws (as so amended and restated, the “Bylaws”).”

JACK IN THE BOX INC: Amended and Restated Bylaws approved on August 3, 2023, including changes to proxy card color requirement, removal of voting list requirement, clarification of stockholder notice requirements under Rule 14a-19, and changes to indemnification provisions for agents and employees (effective 2023-08-03).

“On August 3, 2023, the Board of Directors (the “Board”) of Jack in the Box Inc. (the “Company”) approved Amended and Restated Bylaws for the Company (the “Bylaws”), effective as of that date. Amendments contained in the Bylaws include (i) requiring that any stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white, which shall be reserved for the exclusive use by the Board; (ii) removing the requirement of producing and keeping a voting list at the time and place of each meeting of stockholders; (iii) clarifying that a stockholder’s notice to the Company must include a representation as to whether the proponent intends to solicit proxies from the required number of the Company’s voting shares in support of its proposal in accordance with and as required by Rule 14a-19 promulgated under the Securities Exchange Act of 1934, as amended, and whether it intends to deliver a proxy statement and/or form of proxy to holders of at leas”

ARTIVION, INC.: Amended Bylaws to update director nomination procedures, universal proxy card rules, meeting conduct, and other governance provisions (effective 2023-09-01).

“On August 2, 2023, as part of its periodic review of corporate governance matters and legal changes that have taken effect to the Delaware General Corporation Law (the “DGCL”) and the rules and regulations promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Board of Directors of Artivion, Inc. (the “Company”) approved and adopted amendments to the Company’s Bylaws (as amended and restated, the “Bylaws”), effective as of September 1, 2023.”

SMART FOR LIFE, INC.: One-for-3 reverse stock split implemented via Certificate of Change, decreasing authorized common stock from 500M to 166,666,667 shares (effective 2023-08-02).

“On August 2, 2023, Smart for Life, Inc. (the “ Company ”) implemented the previously announced one-for-3 reverse stock split (the “ Reverse Stock Split ”) of the Company’s authorized and outstanding common stock, par value $0.0001 per share (“ Common Stock ”) by filing a Certificate of Change that became effective on August 2, 2023”

BlueRiver Acquisition Corp.: Amended the termination date for business combination from August 2, 2023 to February 2, 2024 (effective 2023-08-02).

“to amend (the “ Extension Proposal ”) the Company’s amended and restated memorandum and articles of association to extend from August 2, 2023 to February 2, 2024, the date (the “ Termination Date ”)”

Quantum FinTech Acquisition Corp: Extended the date to consummate a business combination for up to six months (until February 9, 2024) with monthly extension deposits (effective 2023-08-04).

“As approved by its stockholders at the special meeting of stockholders held on August 4, 2023 (the “ Special Meeting ”), Quantum FinTech Acquisition Corporation (the “ Company ”) filed an amendment to its amended and restated certificate of incorporation (the “ Charter ”) with the Delaware Secretary of State on August 4, 2023 (the “ Charter Amendment ”), to extend the date by which the Company has to consummate a business combination for an additional six months, from August 9, 2023 (the “ Termination Date ”) to up to February 9, 2024, by electing to extend the date to consummate an initial business combination on a monthly basis for up to six times by an additional one month each time after the Termination Date, until February 9, 2024 or a total of up to six months after the Termination Date, or such earlier date as determined by the Board, unless the closing of the Company’s initial business combination shall have occurred (the “ Extension ,” and such later date, the “ Extended Date”

AMERICAN BATTERY MATERIALS, INC.: Filed certificate of amendment to Certificate of Incorporation to effect a 1-for-300 reverse stock split (effective 2023-08-04).

“On August 4, 2023, American Battery Materials, Inc. (the " Company ") filed a certificate of amendment to its Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware (the " Amended Certificate "). The Amended Certificate is intended to effect a 1-for-300 reverse stock split of the Company’s shares of common stock (the " Reverse Stock Split ").”

TREDEGAR CORP: Revised Article II, Section 2 to permit Board to set number of directors between six and nine, effective immediately (effective 2023-08-04).

“On August 4, 2023, the Board adopted an amendment to Tredegar’s Amended and Restated Bylaws (the “Bylaws”), effective immediately. The amendment revises Article II, Section 2 of the Bylaws to permit the number of directors to be increased or decreased to not less than six nor more than nine, by resolution of the Board.”

PDC ENERGY, INC.: Amended and restated bylaws in connection with merger completion.

“Immediately after the Effective Time, PDC’s by-laws were amended and restated in their entirety by action of the PDC Board.”

PDC ENERGY, INC.: Amended and restated certificate of incorporation in connection with merger completion.

“at the Effective Time, PDC’s certificate of incorporation was amended and restated in its entirety.”

ALLURION TECHNOLOGIES, INC.: Compute Health ceased to be a shell company upon closing of the Business Combination.

“Compute Health ceased to be a shell company upon the closing of the Business Combination and, additionally, ceased to exist as it merged into New Allurion.”

ALLURION TECHNOLOGIES, INC.: Adopted a new Code of Business Conduct and Ethics applicable to all employees, officers and directors.

“the Company’s board of directors approved and adopted a new Code of Business Conduct and Ethics applicable to all employees, officers and directors of New Allurion.”

ALLURION TECHNOLOGIES, INC.: Amended and restated bylaws in connection with the Business Combination.

“and amended and restated its bylaws (as amended, the “ Bylaws ”).”

ALLURION TECHNOLOGIES, INC.: Amended and restated certificate of incorporation in connection with the Business Combination.

“In connection with the consummation of the Business Combination, New Allurion amended and restated its certificate of incorporation (as amended, the “ Charter ”)”

ImageneBio, Inc.: Filed Certificate of Designation establishing Series A Non-Voting Convertible Preferred Stock (effective 2023-08-04).

“On August 4, 2023, Ikena filed a Certificate of Designation of Preferences, Rights and Limitations of the Series A Non-Voting Convertible Preferred Stock with the Secretary of State of the State of Delaware (the “ Certificate of Designation ”) in connection with the Merger referenced in Item 1.01 above.”

Myseum.AI, Inc.: Filed Certificate of Designation to create Series B Preferred Stock (effective 2023-08-04).

“Effective August 4, 2023, the Company amended its Articles of Incorporation by filing a Certificate of Designation of the Series B Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Nevada to create a new class of Series B Preferred Stock, par value $0.0001 per share.”

Lunai Bioworks Inc.: Filed Certificate of Designation for Series A Convertible Preferred Stock establishing rights and preferences (effective 2023-08-01).

“On August 1, 2023, the Company filed with the Secretary of State of the State of Delaware the Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (the “ Certificate of Designation ”) establishing the series of Preferred Stock designated as the Series A Convertible Preferred Stock with the rights and preferences discussed below.”

Lunai Bioworks Inc.: Changed corporate name from Enochian Biosciences Inc. to Renovaro Biosciences Inc (effective 2023-08-01).

“On August 1, 2023, at 5:04 P.M. Eastern Time, Enochian Biosciences Inc. filed with the Secretary of the State of the State of Delaware a Certificate of Amendment of Certificate of Incorporation to change its corporate name from Enochian Biosciences Inc. to Renovaro Biosciences Inc., effective immediately.”

National CineMedia, Inc.: Filed Certificate of Designation for Series B Non-Convertible Preferred Stock (effective 2023-08-07).

“On August 7, 2023, the Company filed a Certificate of Designation for the Company’s Series B Non-Convertible Preferred Stock with the Secretary of State of the State of Delaware (the “Certificate of Designation”).”

ORAGENICS INC: Filed Certificate of Designation creating Series E Preferred Stock with specific voting and liquidation terms, contingent on an Amendment.

“In connection with the Offering, the Company filed a Certificate of Designation with the Secretary of State for the State of Florida (the “Certificate of Designation”) designating 404,728 shares out of the authorized but unissued shares of its preferred stock as Series E Preferred Stock.”

AMPHENOL CORP /DE/: Adopted Fifth Amended and Restated By-Laws with amendments addressing universal proxy rules, enhancing stockholder nomination and proposal procedures, requiring director candidate interviews, and restricting proxy card color for soliciting stockholders (effective 2023-08-03).

“On August 3, 2023, the Board of Directors (the “Board”) of Amphenol Corporation (the “Company”) approved and adopted Fifth Amended and Restated By-Laws (as amended, the “By-Laws”).”

ATMOS ENERGY CORP: Amended and restated bylaws effective August 4, 2023, including updates to align with Texas and Virginia corporate law, revised advance notice windows for shareholder nominations, majority voting standard for non-director matters, board size range of 7-13, and universal proxy card rules (effective 2023-08-04).

“On August 1, 2023, the Board of Directors (the “Board”) of Atmos Energy Corporation (the “Company”) approved and adopted Amended and Restated Bylaws of the Company (as so amended and restated, the “Bylaws”), that became effective on August 4, 2023.”

Nova Vision Acquisition Corp: Amended and restated memorandum and articles of association to extend the deadline to complete a business combination up to twelve times from August 10, 2023 to August 10, 2024, by depositing $0.045 per public share per month (effective 2023-08-04).

“the Company filed an amended and restated memorandum and articles of association on August 4, 2023 (the “Charter Amendment”), 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 August 10, 2023, to August 10, 2024, by depositing $0.045 for each issued and outstanding Public Share for each one-month extension.”

Serve Robotics Inc. /DE/: Ceased to be a shell company as a result of the Merger.

“As a result of the Merger, we have ceased to be a shell company.”

Serve Robotics Inc. /DE/: Amended and restated bylaws in their entirety on July 31, 2023 (effective 2023-07-31).

“Prior to the Merger, on July 31, 2023, we amended and restated our bylaws in their entirety.”

Serve Robotics Inc. /DE/: Amended and restated certificate of incorporation on July 31, 2023, approved by board and stockholders (effective 2023-07-31).

“Prior to the Merger, our board of directors approved the amendment and restatement of our certificate of incorporation on July 31, 2023, and stockholders holding 100% of the then outstanding shares of our common stock approved the amendment and restatement to our certificate of incorporation on July 31, 2023.”

Kernel Group Holdings, Inc.: Amendment to the Amended and Restated Memorandum and Articles of Association to extend the termination date by up to six one-month extensions to February 5, 2024, with associated extension payments (effective 2023-08-03).

“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 August 3, 2023 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 August 5, 2023 unless extended. The Charter Amendment allows the Company to extend the Termination Date by up to six (6) one-month extensions to February 5, 2024”