secwatch / observer

Governance Changes

Charter, bylaw, and control-related changes under 8-K Items 5.03/5.05/5.06.

8-K items 5.03, 5.05, 5.06 JSON
DTI Drilling Tools International Corp

Drilling Tools International Corp: Stockholders approved amendment to certificate of incorporation to extend the date by which the company must consummate a business combination from June 6, 2023 to August 6, 2023, in two one-month extensions (effective 2023-06-01).

“The Charter Amendment Proposal – a proposal to amend the Company’s amended and restated certificate of incorporation (the “Existing Charter”) to extend the date by which the Company must consummate a Business Combination, up to two times, from June 6, 2023 (the “Termination Date”) to August 6, 2023, composed of two one-month extensions (each an “Extension” and the end date of each Extension, the “Extended Date”), for a total of up to two months after the Termination Date”
DTI Drilling Tools International Corp

Drilling Tools International Corp: Stockholders approved proposed amended and restated certificate of incorporation of ROC, to be effective upon closing of the business combination.

“The Charter Proposal – a proposal to approve the proposed amended and restated certificate of incorporation of ROC, which will replace ROC’s Amended and Restated Certificate of Incorporation, dated December 1, 2021 and will be in effect upon the closing (the “Closing”) of the Business Combination.”
KKR Infrastructure Conglomerate LLC

KKR Infrastructure Conglomerate LLC: The company ceased being a shell company on June 1, 2023 (effective 2023-06-01).

“On June 1, 2023, the Company ceased being a shell company upon the contribution of the ownership interests described in Item 3.02 above.”
WELNF Integrated Wellness Acquisition Corp

Integrated Wellness Acquisition Corp: Amended charter to permit Board to elect to wind up operations before December 13, 2023 (effective 2023-06-05).

“(b) a proposal to amend by special resolution the Company’s amended and restated memorandum and articles of association to permit the Board, in its sole discretion, to elect to wind up the Company’s operations on an earlier date than December 13, 2023”
WELNF Integrated Wellness Acquisition Corp

Integrated Wellness Acquisition Corp: Amended charter to extend business combination deadline from June 13, 2023 to December 13, 2023 (effective 2023-06-05).

“(a) a proposal to amend by special resolution the Company’s amended and restated memorandum and articles of association (the “ Charter Amendment ”) to extend the date by which the Company has to consummate an initial business combination from June 13, 2023 to December 13, 2023”
DRS Leonardo DRS, Inc.

Leonardo DRS, Inc.: Amendment to the Company's Amended and Restated Certificate of Incorporation to delete Article Eighth and insert a new Article Eighth eliminating or limiting monetary liability of specified executive officers for breach of the duty of care, consistent with Section 102(b)(7) of DGCL (effective 2023-06-06).

“On June 1, 2023, the stockholders of Leonardo DRS, Inc. (“Leonardo DRS” or the "Company”) voted at the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to delete Article Eighth in its entirety and insert in its place a new Article Eighth. The amendment provides for the elimination or limitation of monetary liability of specified executive officers of the Company for breach of the duty of care, consistent with the recent amendment to Section 102(b)(7) of the Delaware General Corporation Law. The amendments to the Charter took effect upon the filing of a Certificate of Amendment to the Company’s Charter with the Secretary of State of the State of Delaware (the “Amendment”) on June 6, 2023.”
RBOT Vicarious Surgical Inc.

Vicarious Surgical Inc.: Limited liability of officers as permitted by recent amendments to Delaware law (effective 2023-06-06).

“On June 6, 2023, the Company filed a Certificate of Amendment to the Company’s Certificate of Incorporation with the Secretary of State of the State of Delaware to limit the liability of its officers as permitted by recent amendments to Delaware law (the “Charter Amendment”).”
ZSTK ZeroStack Corp.

ZeroStack Corp.: Effect a 1-for-20 reverse stock split of common shares (effective 2023-06-09).

“On June 7, 2023, Flora Growth Corp., a corporation organized under the laws of the Province of Ontario (the “ Company ”) filed an Amendment to its Articles of Incorporation (the “ Reverse Stock Split Articles Amendment ”) with the Ontario Ministry of Public and Business Service Delivery to effect a reverse stock split of the Company’s common shares, no par value per share (the “ common shares ”), at a ratio of 1-for-20, which will become effective at 12:00:01 a.m. Eastern Time on June 9, 2023”
BIAF bioAffinity Technologies, Inc.

bioAffinity Technologies, Inc.: Increased authorized shares of Common Stock from 14,285,715 to 25,000,000 (effective 2023-06-07).

“to increase the number of shares of Common Stock authorized for issuance under the Certificate of Incorporation from 14,285,715 shares to 25,000,000 shares”
Virpax Pharmaceuticals, Inc.

Virpax Pharmaceuticals, Inc.: Amended quorum requirement to 34% voting power of shares issued and entitled to vote (effective 2023-06-05).

“On June 5, 2023, the Company’s Board of Directors amended the Company’s by-laws, effective immediately in order to amend the quorum requirement of ninth paragraph of Article I, Section 1.6 of the by-laws, such that thirty-four percent (34%) in voting power of shares of the capital stock of the Company issued and entitled to vote at the meeting, present in person or present by means of remote communication in a manner, if any , shall constitute a quorum for the transaction of business at all meetings of the stockholders.”
EFCAR, LLC

EFCAR, LLC: Amended trust agreement to change minimum denomination of certificates and related provisions (effective 2023-05-31).

“On June 1, 2023, EFCAR, LLC and Wilmington Trust Company entered into Amendment No. 3, dated as of May 31, 2023, to that certain Amended and Restated Trust Agreement of Exeter Auto Receivables Trust 2020-3, dated as of August 31, 2020, for the purpose of changing the minimum denomination of the certificates and making certain other related amendments thereto.”
DICE Therapeutics, Inc.

DICE Therapeutics, Inc.: Stockholders approved an amended and restated certificate of incorporation to permit the exculpation of officers from liability in certain circumstances (effective 2023-06-07).

“On June 7, 2023, at the Annual Meeting of Stockholders (the “ Annual Meeting ”) of DICE Therapeutics, Inc. (the “ Company ”), the Company’s stockholders approved an amended and restated certificate of incorporation (the “ Amended and Restated Certificate of Incorporation ”) to permit the exculpation of the Company’s officers from liability in certain circumstances. On June 7, 2023, the Company filed with the Secretary of State of the State of Delaware the Amended and Restated Certificate of Incorporation.”
AssetMark Financial Holdings, Inc.

AssetMark Financial Holdings, Inc.: Stockholders approved an amendment to the Amended and Restated Certificate of Incorporation (effective 2023-06-06).

“On June 5, 2023, AssetMark Financial Holdings, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). As further described in Item 5.07 below, the Company’s stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation (the "Certificate of Amendment"), which became effective upon the Company’s filing of the Certificate of Amendment with the Secretary of State of the State of Delaware on June 6, 2023.”
LADR Ladder Capital Corp

Ladder Capital Corp: Amendment to Second Amended and Restated Certificate of Incorporation to eliminate or limit officer liability under the Delaware General Corporation Law (effective 2023-06-07).

“the stockholders of the Company, among other things, approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation, to eliminate or limit the liability of certain of the Company’s officers to the extent permitted by the Delaware General Corporation Law (the “Charter Amendment”). The Charter Amendment became effective upon the Company’s filing of a Certificate of Second Amendment to the Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware on June 7, 2023”
RUN Sunrun Inc.

Sunrun Inc.: Amendment and restatement of Bylaws to eliminate supermajority voting provisions, remove classified board provisions, update procedural mechanics for stockholder nominations, limit number of nominees, and incorporate administrative changes (effective 2023-06-02).

“On June 2, 2023, the Board amended and restated the Company’s Bylaws (the “Restated Bylaws”), which became effective immediately upon adoption by the Board. Among other things, the amendments affected by the Restated Bylaws: • eliminate supermajority voting provisions; • remove provisions regarding classified board of directors; • update procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submissions of stockholder proposals regarding other business at stockholder meetings, including addressing matters relating to Rule 14a-19 promulgated under the Securities Exchange Act of 1934, as amended; • limit the number of nominees a stockholder may nominate for election at a meeting of stockholders to the number of directors to be elected at such meeting; and • incorporate certain administrative, modernizing, clarifying, and conforming changes to provide clarification and consistency, including making updates to reflect recent amendments”
RUN Sunrun Inc.

Sunrun Inc.: Amendment to Amended and Restated Certificate of Incorporation to eliminate supermajority voting requirements (effective 2023-06-01).

“and (ii) eliminate certain voting requirements that call for the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the voting power of the outstanding shares of stock of the Company (the “Supermajority Voting Standard Amendment”).”
RUN Sunrun Inc.

Sunrun Inc.: Amendment to Amended and Restated Certificate of Incorporation to declassify the Board of Directors over a three-year period (effective 2023-06-01).

“At the Annual Meeting, the Company’s stockholders approved amendments to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to (i) declassify the Board of Directors (the “Board”) of the Company (the “Declassification Amendment”) over a three-year period as described in the shareholder proposal”
ULTA Ulta Beauty, Inc.

Ulta Beauty, Inc.: Added plurality carveout for contested elections to Section 8 of Article II, amended advance notice provisions to mandate derivatives disclosure, revised Section 5 of Article II regarding stockholder lists, and made minor edits to advance notice provisions to coordinate with proxy access provisions (effective 2023-06-01).

“Following the Annual Meeting (as defined below) on June 1, 2023, the Board of Directors of Ulta Beauty, Inc. (the “Company”) approved additional amendments of the Company’s Bylaws as follows: ● Added a plurality carveout for contested elections (i.e., when the number of nominees for director is greater than the number of directors to be elected at the meeting) to Section 8 of Article II of the Company’s Bylaws; ● Amended the advance notice provisions of the Company’s Bylaws (i.e., Section 11 of Article II and Section 2 of Article III of Ulta’s Bylaws) to mandate derivatives disclosure; ● Revised Section 5 of Article II of the Company’s Bylaws (relating to stockholder lists) to match the changes made to Section 219 of the Delaware General Corporation Law relating to stockholder lists; and ● Made a few minor edits to the advance notice provisions of the Company’s Bylaws to better coordinate with the proxy access provisions added to the Company’s Bylaws in June 2020.”
GHI Greystone Housing Impact Investors LP

Greystone Housing Impact Investors LP: Amended Series B Preferred Units to increase distribution rate from 3.40% to 5.75% per annum and change the redemption restriction period from eighth anniversary to sixth anniversary of purchase (effective 2023-06-06).

“On June 6, 2023, the Board of Managers (the “Board”) of Greystone AF Manager LLC, which is the general partner of America First Capital Associates Limited Partnership Two (the “General Partner”), which is the general partner of Greystone Housing Impact Investors LP (the “Partnership”), on behalf of the Partnership, entered into the First Amendment (the “First Amendment”) to Second Amended and Restated Agreement of Limited Partnership of Greystone Housing Impact Investors LP (the “Partnership Agreement”) to modify certain terms of the limited partnership interests in the Partnership designated as Series B Preferred Units (the “Series B Preferred Units”). Pursuant to the First Amendment, the Partnership amended the terms of the Series B Preferred Units to: (i) increase the cash distribution rate applicable to the Series B Preferred Units from 3.40% to 5.75% per annum of the $10.00 per unit purchase price of the Series B Preferred Units; and (ii) change the date prior to which Series B Pr”
TRMB TRIMBLE INC.

TRIMBLE INC.: Amended and restated Bylaws to reflect non-employee nature of chairperson role, designate President as Chief Executive Officer, and make conforming changes (effective 2023-06-01).

“the Board approved an amendment and restatement of the By-Laws of the Company (the “ Bylaws ”), effective June 1, 2023 to reflect the non-employee nature of the chairperson role, to designate the President as Chief Executive Officer of the Company, and to make certain conforming changes to the By-Laws in connection therewith.”
Crown Electrokinetics Corp.

Crown Electrokinetics Corp.: Filed Certificate of Designation for Series F Preferred Stock, establishing its terms (effective 2023-06-05).

“On June 5, 2023, the Company filed a Certificate of Designation for its Series F Preferred Stock with the Secretary of State of Delaware (the "Certificate of Designation").”
Carriage House Event Center, Inc.

Carriage House Event Center, Inc.: Company asserts it is not a shell company based on more than nominal operations.

“The Company has more than nominal operations, and therefore we believe that the Company is not currently a “shell company” as defined in Rule 405 of the Securities Act of 1933 as well as SEC Release No. 33-8587 and footnote 172 of SEC Release No. 33-8869.”
ONCO Onconetix, Inc.

Onconetix, Inc.: Amended bylaws to reduce stockholder meeting quorum requirement from a majority to one-third of voting power (effective 2023-05-31).

“On May 31, 2023, the Board amended the Company’s bylaws to reduce the quorum requirement at meetings of the Company’s stockholders from a majority of the voting power of the outstanding shares of stock of the Company entitled to vote, to one-third of the voting power of the outstanding shares of stock of the Company entitled to vote, effective immediately.”
Astria Therapeutics, Inc.

Astria Therapeutics, Inc.: Stockholders approved an amendment to the Restated Certificate of Incorporation to expand the director exculpation provision to include certain senior corporate officers, filed with the Secretary of State of Delaware on June 5, 2023 (effective 2023-06-05).

“At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Restated Certificate of Incorporation (the “Certificate of Incorporation”) to expand the director exculpation provision to include exculpation of certain of the Company's senior corporate officers, subject to specified limitations, as permitted by a recent amendment to the Delaware General Corporation Law (the “Charter Amendment”). The Company filed a Certificate of Amendment, which was effective upon filing, with the Secretary of State of the State of Delaware on June 5, 2023 to effect the Charter Amendment (the “Certificate of Amendment”).”
Astria Therapeutics, Inc.

Astria Therapeutics, Inc.: On June 2, 2023, the Board approved an amendment and restatement of the company's bylaws, effective immediately, addressing stockholder meeting procedures and universal proxy rules (effective 2023-06-02).

“On June 2, 2023, the Board of Directors of the Company approved an amendment and restatement of the Company’s amended and restated bylaws (as so amended and restated, the “Amended and Restated Bylaws”), effective immediately.”
BBLG Bone Biologics Corp

Bone Biologics Corp: Amendment to Certificate of Incorporation to effect a 1-for-30 reverse stock split (effective 2023-06-05).

“On June 5, 2023, Bone Biologics Corporation (the “Company”) filed an amendment to its Certificate of Incorporation, as amended, (the “Amendment”) with the Secretary of State of the State of Delaware to effect a 1-for-30 reverse stock split of its outstanding common stock and warrants.”
LIXT LIXTE BIOTECHNOLOGY HOLDINGS, INC.

LIXTE BIOTECHNOLOGY HOLDINGS, INC.: Filed a Certificate of Amendment to the Certificate of Incorporation to effect a 1-for-10 reverse stock split of common stock, effective June 2, 2023 (effective 2023-06-02).

“On June 1, 2023, Lixte Biotechnology Holdings, Inc. (the “Company”) filed a Certificate of Amendment to its Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to effect a 1-for-10 reverse stock split of its outstanding shares of common stock. The Amendment was effective on June 2, 2023 (the “Effective Time”).”
DHC DIVERSIFIED HEALTHCARE TRUST

DIVERSIFIED HEALTHCARE TRUST: Adopted Second Amended and Restated Bylaws to address the Universal Proxy Rules (Rule 14a-19) and certain technical updates (effective 2023-06-05).

“On June 5, 2023 the Board of Trustees (the “Board”) of the Company approved and adopted the Company’s Second Amended and Restated Bylaws (the “Amended Bylaws”). The Amended Bylaws address Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Universal Proxy Rules”) and certain technical updates.”
APTOF Aptose Biosciences Inc.

Aptose Biosciences Inc.: Filed articles of amendment to implement a 1-for-15 reverse stock split (effective 2023-06-06).

“The following day, the Company filed articles of amendment under the Canadian Business Corporations Act to implement the Reverse Stock Split.”
OLN OLIN Corp

OLIN Corp: Amendment to Article II, Section 1 of Olin's Bylaws to increase the size of the Board from eight to nine directors (effective 2023-06-05).

“Olin’s Board approved an amendment to Article II, Section 1 of Olin’s Bylaws to increase the size of the Board from eight to nine, effective June 5, 2023.”
WSM WILLIAMS SONOMA INC

WILLIAMS SONOMA INC: Amended and restated bylaws to clarify stockholder nomination disclosure, adopt universal proxy rules, and make other minor clarifying changes (effective 2023-05-31).

“As part of a broader review of its governance practices, on May 31, 2023, the Board of Directors of Williams-Sonoma, Inc. (the “Company”), acting upon the recommendation of the Nominations, Corporate Governance and Social Responsibility Committee of the Board, amended and restated the Company’s amended and restated bylaws (the “Bylaws”).”
SHUAA Partners Acquisition Corp I

SHUAA Partners Acquisition Corp I: Amended articles to extend business combination deadline from June 4, 2023 to September 4, 2023 with option to further extend monthly up to June 4, 2024 (effective 2023-06-02).

“On June 1, 2023, the Company held the Extension Meeting to amend the Company’s amended and restated memorandum and articles of association (the “ Articles ”) to extend the date (the “ Termination Date ”) by which the Company has to consummate a business combination (the “ Articles Extension ”) from June 4, 2023 (the “ Original Termination Date ”) to September 4, 2023 (the “ Articles Extension Date ”) and to allow the Company, without another shareholder vote, to elect to extend the Termination Date to consummate a business combination on a monthly basis for up to nine times by an additional one month each time after the Articles Extension Date, by resolution of the Company’s board of directors if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until June 4, 2024, or a total of up to twelve months after the Original Termination Date, unless the closing of the Company’s initial business combination shall have occurred prior to such d”
Minority Equality Opportunities Acquisition Inc.

Minority Equality Opportunities Acquisition Inc.: Amendment to certificate of incorporation to extend the deadline to consummate an initial business combination from May 30, 2023 to up to August 30, 2023 via three one-month extensions (effective 2023-05-30).

“On May 30, 2023, 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 May 30, 2023 up to three (3) one-month extensions to August 30, 2023, or such earlier date as determined by the Company’s board of directors.”
GROV Grove Collaborative Holdings, Inc.

Grove Collaborative Holdings, Inc.: Filed a certificate of amendment to effect a 1-for-5 reverse stock split of common stock (effective 2023-06-05).

“On June 5, 2023, the Company filed with the Secretary of State of the State of Delaware a certificate of amendment (the “Certificate of Amendment”) to amend the Company’s Certificate of Incorporation to effect the Reverse Stock Split as of 5:00 p.m., Eastern Time on June 5, 2023 (the "Effective Time").”
GNLN Greenlane Holdings, Inc.

Greenlane Holdings, Inc.: Effective 5:01 PM ET on June 5, 2023, a one-for-10 reverse stock split of Class A common stock, as approved by stockholders, was effected via a Certificate of Amendment to the Amended and Restated Certificate of Incorporation (effective 2023-06-05).

“On June 2, 2023, the Company filed a Certificate of Amendment (the “Certificate of Amendment”) to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, which will effect a one-for-10 Reverse Split (as defined below) of Greenlane’s issued and outstanding Class A common stock which will become effective at 5:01 PM Eastern Time on June 5, 2023, after the close of trading on The Nasdaq Global Market (“Nasdaq”).”
DermTech, Inc.

DermTech, Inc.: The company filed an amendment to its certificate of incorporation to increase authorized shares of common stock from 50,000,000 to 100,000,000 (effective 2023-06-02).

“On June 2, 2023, the Company filed an amendment to its Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of Delaware to increase the authorized number of shares of common stock of the Company from 50,000,000 to 100,000,000 shares (the “Amended Certificate”).”
CIVITAS RESOURCES, INC.

CIVITAS RESOURCES, INC.: Adopted amended and restated bylaws to conform to charter amendments regarding stockholders' rights to call special meetings and fill vacancies resulting from removal of directors (effective 2023-06-03).

“On June 3, 2023, the Board of Directors of the Company (the “Board”) adopted and approved amended and restated bylaws (as amended, the “Seventh Amended and Restated Bylaws”) of the Company to conform to amendments to the certificate of incorporation approved by the stockholders at the Annual Meeting (as defined below) to provide for stockholders’ rights to call special meetings and fill vacancies of the Board resulting from the removal of directors.”
STEEL PARTNERS HOLDINGS L.P.

STEEL PARTNERS HOLDINGS L.P.: Adopted Tenth Amended and Restated Agreement of Limited Partnership to provide for cash-out at fair value of fractional common units instead of issuing fractional units upon distribution, subdivision or combination (effective 2023-06-01).

“On June 1, 2023, Steel Partners Holdings L.P., a Delaware limited partnership (the “Company”), held its Annual Meeting of Limited Partners (the “Annual Meeting”), at which unitholders of the Company approved the approved the Company’s Tenth Amended and Restated Agreement of Limited Partnership (the “Amended LP Agreement”).”
MYGN MYRIAD GENETICS INC

MYRIAD GENETICS INC: Stockholders approved an amendment to the Restated Certificate of Incorporation to add a federal forum selection clause for claims under the Securities Act of 1933 (effective 2023-06-01).

“The Company's stockholders also voted at the Annual Meeting to approve an amendment to the Restated Certificate of Incorporation to add a federal forum selection clause for claims under the Securities Act of 1933, as amended (the "Federal Forum Selection Clause Amendment" and together with the Officer Exculpation Amendment, the "Amendments").”
MYGN MYRIAD GENETICS INC

MYRIAD GENETICS INC: Stockholders approved an amendment to the Restated Certificate of Incorporation to limit personal liability of certain senior officers (Officer Exculpation Amendment) (effective 2023-06-01).

“On June 1, 2023, the Company's stockholders voted at the Annual Meeting to approve an amendment to the Company's Restated Certificate of Incorporation, as amended (the "Restated Certificate of Incorporation") to limit the personal liability of certain senior officers of the Company as permitted by recent amendments to Delaware law (the "Officer Exculpation Amendment").”
AREN Arena Group Holdings, Inc.

Arena Group Holdings, Inc.: Adopted Officer Exculpation Charter Amendment to exculpate certain officers from breach of duty of care under DGCL 102(b)(7) (effective 2023-06-02).

“On June 2, 2023, the Company filed the Officer Exculpation Charter Amendment with the Delaware Secretary of State and the Charter became effective on filing.”
GERN GERON CORP

GERON CORP: Amendment to Restated Certificate of Incorporation to increase authorized common stock from 675,000,000 to 1,350,000,000 shares (effective 2023-05-31).

“At the 2023 Annual Meeting, the Company’s stockholders approved an amendment (the “Amendment”) to the Company’s Restated Certificate of Incorporation to increase the authorized number of shares of the Company’s common stock from 675,000,000 to 1,350,000,000 shares. The increase in the authorized number of shares of the Company’s common stock was effected pursuant to a Certificate of Amendment of the Restated Certificate of Incorporation (the “Certificate of Amendment”) filed with the Secretary of State of the State of Delaware on May 31, 2023 and was effective as of such date.”
VSAT VIASAT INC

VIASAT INC: Increased authorized common stock from 100,000,000 to 200,000,000 shares (effective 2023-05-26).

“the Second Amended and Restated Certificate of Incorporation of Viasat (the “ Charter ”) was amended by that certain Certificate of Amendment to the Charter (the “ Certificate of Amendment ”) to increase the number of shares of Common Stock authorized for issuance from 100,000,000 to 200,000,000.”
Yellow Corp

Yellow Corp: Removed reference to Chief Executive Officer as ex-officio member of each board committee on which he did not otherwise serve, and amended Section 5.3(b) accordingly (effective 2023-06-01).

“the board of directors (the “Board”) of Yellow Corporation (the “Company”) approved and adopted an amendment (the “Amendment”) to the Company’s Second Amended and Restated Bylaws of the Company, adopted as of February 4, 2021 (the “Bylaws”), to remove reference to the Chief Executive Officer of the Company as an ex-officio member of each committee of the Board on which he did not otherwise serve, which ex-officio service was subject to the conditions previously included in the Bylaws, and to amend and restate Section 5.3(b) of the Bylaws to delete such reference.”
ECD Automotive Design, Inc.

ECD Automotive Design, Inc.: Amended Amended and Restated Certificate of Incorporation to extend business combination period from June 13, 2023 to March 13, 2024 (effective 2023-06-01).

“EF Hutton Acquisition Corporation I (“SPAC”) filed an amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on June 1, 2023 (the “Extension Amendment”), giving SPAC the right to extend the time for SPAC to complete its business combination (the “Business Combination Period”) from June 13, 2023 to March 13, 2024.”
RAKR Rainmaker Worldwide Inc.

Rainmaker Worldwide Inc.: Adopted a new Series A Preferred Stock designation with super voting rights (effective 2023-06-01).

“On June 1, 2023, the Company adopted a new class of Preferred Stock designated as Series A Preferred Stock.”
Fortune Rise Acquisition Corp

Fortune Rise Acquisition Corp: Fortune Rise Acquisition Corporation filed an amendment to its amended and restated certificate of incorporation to adjust the monthly extension amounts paid by the sponsor from $0.0625 per unredeemed share to the lower of $100,000 or $0.05 per unredeemed share of Class A common stock (effective 2023-06-02).

“On June 2, 2023, Fortune Rise Acquisition Corporation, a Delaware corporation (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 amend the monthly extension amounts to be paid by Fortune Rise Sponsor LLC, a Delaware limited liability company (the “ Sponsor ”) (or its affiliates), to extend the period of time for the Company to consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company to be made upon the request of the Sponsor, and approval by the Company’s board of directors, from an amended price per unredeemed share of Class A common stock of $0.0625 to the lower of $100,000 or $0.05 per unredeemed share of Class A Common Stock.”
BZFD BuzzFeed, Inc.

BuzzFeed, Inc.: Amendment to certificate of incorporation to eliminate or limit monetary liability of certain officers for breach of fiduciary duty of care (effective 2023-06-02).

“the Company’s stockholders approved an amendment to the Company’s second amended and restated certificate of incorporation to eliminate or limit the monetary liability of certain of the Company’s officers for breach of the fiduciary duty of care”
CONX Corp.

CONX Corp.: Extended the deadline for the company to consummate an initial business combination from June 3, 2023 to November 3, 2023 (effective 2023-06-02).

“On June 2, 2023, the Company filed an amendment (the “Extension Amendment”) to the Company’s Amended and Restated Articles of Incorporation (the “Amended and Restated Articles”) with the Secretary of State of the State of Nevada. The Extension Amendment extends the date by which the Company must consummate its initial business combination from June 3, 2023 to November 3, 2023.”
MOMENTIVE GLOBAL INC.

MOMENTIVE GLOBAL INC.: Amended and restated bylaws effective upon merger consummation.

“Effective as of the Effective Time and as a result of the completion of the Merger, the bylaws of the Company, as in effect immediately prior to the Merger, were amended and restated to be in the form of the bylaws attached as Exhibit 3.2 hereto, which is incorporated herein by reference.”

Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.