Governance Changes

Evofem Biosciences, Inc.: Amended certificate of incorporation to effect a 1-for-125 reverse stock split, effective May 18, 2023 (effective 2023-05-18).

“On May 17, 2023, the Company filed with the Secretary of State of the State of Delaware a Certificate of Correction (the “Certificate of Correction”) to change the effective time of the Reverse Stock Split from May 3, 2023 to May 18, 2023. As a result, the Reverse Stock Split will become effective upon the open of trading on the OTC Venture Market on May 18, 2023 (the “Effective Time”).”

FORUM ENERGY TECHNOLOGIES, INC.: Third Amended and Restated Bylaws to align with DGCL updates, update stockholder meeting rules, add emergency bylaw provision, and delete outdated references (effective 2023-05-12).

“On May 12, 2023, the Board of Directors (the “ Board ”) of Forum Energy Technologies, Inc. (the “ Company ”) approved and adopted Third Amended and Restated Bylaws of the Company (the “ Bylaws ”), which became effective immediately.”

CROWN CASTLE INC.: Amendment to Article IX of the Restated Certificate of Incorporation to provide for exculpation of certain officers (effective 2023-05-17).

“the Company's stockholders approved an amendment to Article IX of the Company's Restated Certificate of Incorporation, as amended ("Charter"), to provide for exculpation of certain officers to the fullest extent permitted by the Delaware General Corporation Law. The Company's Board of Directors previously approved the amendment to the Charter subject to stockholder approval. The Charter amendment became effective upon the filing of the Certificate of Amendment of the Charter with the Secretary of State of the State of Delaware on May 17, 2023.”

EMAGIN CORP: Amended Certificate of Designations for Series B Convertible Preferred Stock to provide for cash payment upon merger and automatic cancellation after the Effective Time (effective 2023-05-17).

“Effective May 17, 2023, the Board approved and adopted the Certificate of Amendment to the Certificate of Designations of Series B Convertible Preferred Stock of the Company”

Hyperscale Data, Inc.: Amendment to Certificate of Incorporation to effect a one-for-three hundred reverse stock split of Class A common stock, reducing outstanding shares proportionally (effective 2023-05-17).

“On May 15, 2023, pursuant to the approval provided by the stockholders of Ault Alliance, Inc. (the “ Company ”) at a special meeting of such stockholders of even date therewith (the “ Meeting ”), the Company’s Board of Directors approved an amendment to the Company’s Certificate of Incorporation (the “ Amendment ”) to effectuate a reverse stock split of the Company’s Class A common stock, $0.001 par value (“ Common Stock ”) affecting both the authorized and issued and outstanding number of such shares by a ratio of one-for-three hundred (the “ Reverse Stock Split ”).”

CAPSTONE COMPANIES, INC.: Amendment to Article 1 of the Articles of Incorporation to increase authorized shares of Common Stock from 60 million to 300 million.

“the Company received sufficient written consents from holders of shares of Common Stock to approve an amendment to Article 1 of the Articles. The amendment to the Articles restates Article 1 to read as stated below and in order to increase the authorized shares of Common Stock to 300 million from 60 million.”

DMC Global Inc.: Amended certificate of incorporation to exculpate officers from certain monetary liabilities as permitted by Delaware law (effective 2023-05-15).

“On May 15, 2023, DMC Global Inc. (the “Company”) filed with the Secretary of State of the State of Delaware an amendment to its amended and restated certificate of incorporation to exculpate its officers from certain potential monetary liabilities as permitted by Delaware law.”

T Series Middle Market Loan Fund LLC: Corrected clerical errors in Sections 3.9 and 4.4 of the limited liability company agreement (effective 2023-05-16).

“The First Amendment revised the Company's limited liability company agreement to correct certain clerical errors in Sections 3.9 and 4.4 of the agreement.”

EON Resources Inc.: Amended certificate of incorporation to extend deadline for initial business combination from May 15, 2023 to up to November 15, 2023 (effective 2023-05-11).

“At the Meeting, the Company’s stockholders approved an amendment (the “ Extension Amendment ”) to the Company’s amended and restated certificate of incorporation (the “ Charter ”) to extend the date by which the Company must consummate its initial business combination from the current termination date of May 15, 2023, by up to six (6) one-month extensions to November 15, 2023”

Churchill Capital Corp VI: Extended the date to consummate a business combination from May 17, 2023 to February 17, 2024 (effective 2023-05-16).

“The Company filed the Charter Amendment with the Secretary of State of the State of Delaware on May 16, 2023.”

Churchill Capital Corp VII: Extended deadline to consummate initial business combination from May 17, 2023 to February 17, 2024 (effective 2023-05-16).

“the Company filed the Charter Amendment with the Secretary of State of the State of Delaware on May 16, 2023.”

Quantum-Si Inc: Certificate of Amendment to Second Amended and Restated Certificate of Incorporation to limit officer liability as permitted by recent Delaware law amendments (effective 2023-05-12).

“On May 12, 2023, Quantum-Si Incorporated (the “Company”) filed a Certificate of Amendment to its Second Amended and Restated 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”).”

Kalaris Therapeutics, Inc.: Increased authorized shares of common stock from 150,000,000 to 300,000,000 (effective 2023-05-15).

“On May 15, 2023, AlloVir, Inc. (the “Company”) filed a certificate of amendment to its amended and restated certificate of incorporation (the “Charter Amendment”) with the Secretary of State of the State of Delaware to increase the authorized shares of common stock from 150,000,000 to 300,000,000.”

MULIANG VIAGOO TECHNOLOGY, INC.: Amended Articles of Incorporation to effect a 2-for-1 reverse stock split of common and preferred stock (effective 2023-05-15).

“On May 15, 2023, Muliang Viagoo Technology, Inc. (the “Company”) was notified by the Financial Industry Regulatory Authority (“FINRA”) that the Certificate of Amendment to the Company’s Articles of Incorporation, as amended (the “Certificate of Amendment”), filed with the Secretary of State of Nevada on January 31, 2023, to effect a 2-for-1 reverse stock split (the “Reverse Split”) of the Company’s authorized and issued common stock, par value $0.0001 per share (the “Common Stock”), and the Company’s authorized and issued preferred stock par value $0.0001 per share (the “Preferred Stock”), has been approved. The corporate action was published to FINRA’s daily list on May 12, 2023, and the stock split became effective at the opening of business on May 15, 2023.”

Transocean Ltd.: Organizational Regulations amended by the Board of Directors to align with new Swiss corporate law and related changes (effective 2023-05-12).

“Effective May 12, 2023, the Organizational Regulations (as amended, the “Organizational Regulations”) of the Company were amended by the Company’s Board of Directors to align them with changes that were made to Swiss corporate law effective January 1, 2023, and to make certain related changes, including with respect to the procedures required to consider and approve certain Company actions.”

Transocean Ltd.: Articles of Association amended to reflect shareholder approvals for general capital authorization, specific capital authorization for equity plans, and alignment with new Swiss corporate law (effective 2023-05-11).

“On May 11, 2023, the Articles of Association of the Company were amended (as amended, the “Articles of Association”) to reflect the approval by our shareholders at the AGM of (i) the general capital authorization proposal, which permits the issuance of up to 159,449,067 Shares pursuant to the authorization, for a one-year period expiring on May 11, 2024; (ii) the specific capital authorization proposal that may be used to satisfy the Company’s equity incentive plans obligations, which permits the issuance of up to 30,000,000 Shares pursuant to the authorization, for a five-year period expiring on May 11, 2028; and (iii) the proposal to amend the Articles of Association to align them with changes that were made to Swiss corporate law effective January 1, 2023, and make certain related changes.”

KINDER MORGAN, INC.: Amendment to certificate of incorporation to provide for exculpation of officers as permitted by Delaware law (effective 2023-05-10).

“On January 18, 2023, the Board of Directors (the “Board”) of Kinder Morgan, Inc. (“KMI”) approved, subject to approval by KMI’s stockholders, an amendment (the “Amendment”) to KMI’s Amended and Restated Certificate of Incorporation, to provide for exculpation of KMI officers as permitted by Section 102(b)(7) of the General Corporation Law of the State of Delaware.”

Evolve Transition Infrastructure LP: Effective May 15, 2023, the Partnership entered into Amendment No. 2 to the Third Amended and Restated Agreement of Limited Partnership to clarify the permissible treatment of fractional Units resulting from any distribution, subdivision or combination of Units (effective 2023-05-15).

“Effective May 15, 2023, Evolve Transition Infrastructure GP LLC (the “General Partner”), the general partner of Evolve Transition Infrastructure LP (the “Partnership”), entered into Amendment No. 2 to Third Amended and Restated Agreement of Limited Partnership of the Partnership (the “Partnership Agreement Amendment”). The Partnership Agreement Amendment was effected to make changes to clarify the permissible treatment of fractional Units as a result of any distribution, subdivision or combination of Units.”

WESTLAKE CORP: Amendment to the Amended and Restated Certificate of Incorporation to provide for exculpation of certain officers from personal liability under certain circumstances as allowed by Delaware law (effective 2023-05-11).

“At the 2023 Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) to provide for exculpation of certain officers of the Company from personal liability under certain circumstances as allowed by Delaware law. The Certificate of Amendment was filed with the Secretary of State of the State of Delaware on May 11, 2023 and became effective upon filing.”

AVIENT CORP: The Board approved the amendment and restatement of the Avient Corporation Regulations, effective May 11, 2023, which includes changes to advance notice periods for shareholder proposals, proxy card color requirements, requirement for shareholder to appear at meetings, compliance with universal prox (effective 2023-05-11).

“On May 11, 2023, in response to amendments to federal proxy rules adopted by the Securities and Exchange Commission, the Board approved the amendment and restatement of the Avient Corporation Regulations, effective as of such date (the “ Amended and Restated Regulations ”). Among other changes, the Amended and Restated Regulations: • provide that shareholders must give advance notice to the Company of business or nominations to be brought before an annual meeting of not less than 90 nor more than 120 calendar days prior to the first anniversary of the date on which the Company first mailed its proxy materials for the preceding year’s annual meeting of shareholders; • require any shareholder directly or indirectly soliciting proxies from other shareholders to use a proxy card color other than white, with the white proxy card being reserved for exclusive use by the Board; • require a shareholder to appear at the meeting to present its proposal or nomination; • address matters relating to”

MARKEL GROUP INC.: Amended bylaws to update corporate seal from Markel Corporation to Markel Group Inc., effective May 26, 2023 (effective 2023-05-26).

“In connection with the Name Change, the Company will amend the Company's Bylaws (the Bylaws), also effective as of May 26, 2023, to update its corporate seal to replace "Markel Corporation" with "Markel Group Inc." No other changes will be made to the Bylaws.”

MARKEL GROUP INC.: Amended articles of incorporation to change corporate name from Markel Corporation to Markel Group Inc., effective May 26, 2023 (effective 2023-05-26).

“On May 15, 2023, the Company filed Articles of Amendment (the Articles of Amendment) with the Virginia State Corporation Commission to amend the Company's Amended and Restated Articles of Incorporation (as amended) to effect the Name Change. The Articles of Amendment will become effective on May 26, 2023.”

SP Plus Corp: Approved amendment to Amended and Restated Bylaws relating to new Delaware law provisions regarding officer exculpation (effective 2023-05-11).

“On May 11, 2023, the Company’s Board of Directors also approved an amendment to the Company’s Amended and Restated Bylaws relating to new Delaware law provisions regarding officer exculpation.”

SP Plus Corp: Approved amendment to Second Amended and Restated Certificate of Incorporation to add new Delaware law provisions regarding officer exculpation (effective 2023-05-11).

“At the Annual Meeting, as further described in Item 5.07 below, the Company’s shareholders approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation, which became effective upon the Company’s filing of the amendment to the Company's Second Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware on May 11, 2023.”

STEEL DYNAMICS INC: Changed the standard for election of directors in uncontested elections to majority of votes cast (effective 2023-05-11).

“The Board of Directors of the Company recommended to Stockholders, and the Stockholders approved, at the Company’s Annual Meeting of Stockholders on May 11, 2023, an Amendment to the Company’s Amended and Restated Articles of Incorporation to change the standard of election in uncontested elections of directors to a majority of votes cast.”

SEMPRA: Amended Articles of Incorporation to increase authorized shares, change legal name, and make technical and administrative changes.

“The Certificate of Amendment of the Company’s Amended and Restated Articles of Incorporation incorporating the amendments approved by shareholders in Proposals 5, 6 and 7 is filed as Exhibit 3.1 to this Current Report on Form 8-K.”

SEMPRA: Amended and restated Bylaws to address universal proxy rules, enhance director nomination procedures, clarify officer roles, and make other changes (effective 2023-05-12).

“On May 12, 2023, the Board of Directors (the “Board”) of Sempra (the “Company”) approved and adopted amended and restated Bylaws of the Company (as so amended and restated, the “Bylaws”), which became effective on such date.”

ANSYS INC: Conforming by-law amendments to implement phased-in declassification of the Board and other amendments to advance notice, proxy card, stockholder list, Universal Proxy Rule, and administrative provisions (effective 2023-05-12).

“In connection with the Charter Amendments, the Board approved conforming amendments to the Company’s Fourth Amended and Restated By-Laws (the “Conforming By-Law Amendments”) to effect a phased-in declassification of the Board over the next three years, which amendments were contingent upon stockholder approval and implementation of the Charter Amendments.”

ANSYS INC: Stockholders approved amendments to declassify the Board of Directors, effective May 12, 2023 (effective 2023-05-12).

“At the Annual Meeting, the Company’s stockholders approved amendments to the Company’s Restated Certificate of Incorporation (the “Charter”) to declassify the Company’s Board of Directors (the “Board”) (such amendments, collectively the “Charter Amendments”).”

TYLER TECHNOLOGIES INC: Bylaws amended to revise advance notice procedures for stockholder proposals, add Rule 14a-19 representation requirement, and address conduct of stockholder meetings (effective 2023-05-11).

“Effective as of May 11, 2023, the Board of Directors (the “Board”) of Tyler Technologies, Inc. (the “Company”) adopted an amendment and restatement of the Company’s Bylaws (as so amended and restated, the “Bylaws”). The Bylaws were amended and restated to, among other things: • revise the advance notice procedures for stockholder proposals to require certain additional disclosures with respect to nominating stockholders, their proposed nominees and other persons related to a stockholder’s solicitation of proxies; • add a requirement for a stockholder submitting a nomination notice to make a representation as to whether such stockholder intends to solicit proxies in support of director nominees other than the Company’s nominees in accordance with Rule 14a-19 under the Securities Exchange Act of 1934, as amended, and, on request of the Company, to provide reasonable evidence that certain requirements of such rule have been satisfied; and • address certain matters involving the conduct an”

Dine Brands Global, Inc.: Corresponding amendment to bylaws to eliminate supermajority stockholder approval requirement for amendments to specified bylaw provisions (effective 2023-05-15).

“On February 16, 2023, the Board of Directors of the Corporation approved an amendment to the Restated Certificate of Incorporation of the Corporation (the “Charter”) and a corresponding amendment to the Amended and Restated Bylaws of the Corporation (the “A&R Bylaws”) to eliminate the supermajority stockholder approval requirement for amendments to specified bylaw provisions, subject to the approval by stockholders at the Annual Meeting and the due and appropriate filing of an Amended and Restated Certificate of Incorporation (the “A&R Charter”) with the Delaware Secretary of State.”

Dine Brands Global, Inc.: Eliminated supermajority stockholder approval requirement for amendments to specified bylaw provisions (effective 2023-05-15).

“On February 16, 2023, the Board of Directors of the Corporation approved an amendment to the Restated Certificate of Incorporation of the Corporation (the “Charter”) and a corresponding amendment to the Amended and Restated Bylaws of the Corporation (the “A&R Bylaws”) to eliminate the supermajority stockholder approval requirement for amendments to specified bylaw provisions, subject to the approval by stockholders at the Annual Meeting and the due and appropriate filing of an Amended and Restated Certificate of Incorporation (the “A&R Charter”) with the Delaware Secretary of State.”

CTS CORP: Amended Article VIII to permit use of electronic board consents under Indiana law (effective 2023-05-11).

“On May 11, 2023, the Board of Directors of the Company (the “Board”) approved amendments to Article VIII of the Company’s Amended and Restated Bylaws (as amended, the “Amended and Restated Bylaws”) to include changes to permit the use of electronic board consents as allowable under the Indiana Business Corporation Law and Indiana Uniform Electronic Transactions Act.”

Perception Capital Corp. IV: Provided holders of Class B ordinary shares the right to convert to Class A ordinary shares on a one-for-one basis before the Business Combination closing (effective 2023-05-09).

“provide for the right of a holder of the Company’s Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares”), to convert into Class A Ordinary Shares on a one-for-one basis prior to the closing of Business Combination at the election of the holder”

Perception Capital Corp. IV: Eliminated the limitation on redeeming public shares that would cause net tangible assets to be less than $5,000,001 (effective 2023-05-09).

“eliminate from the Charter the limitation that the Company may not redeem public shares in an amount that would cause the Company’s net tangible assets to be less than $5,000,001 in connection with the Company’s Business Combination”

Perception Capital Corp. IV: Permitted the board to elect to wind up operations on an earlier date than the Extended Date (effective 2023-05-09).

“permit the Company’s board of directors (the “Board”), in its sole discretion, to elect to wind up the Company’s operations on an earlier date than the Extended Date as determined by the Board and included in a public announcement”

Perception Capital Corp. IV: Extended the date to consummate a Business Combination from May 15, 2023 to May 15, 2024 (effective 2023-05-09).

“extend the date by which the Company must consummate a Business Combination from May 15, 2023 to May 15, 2024”

Nauticus Robotics, Inc.: Amended and restated bylaws to update advance notice provisions for director nominations and comply with SEC Universal Proxy Rule (effective 2023-05-11).

“Nauticus Robotics, Inc., a Delaware corporation (the “Company ”), amended and restated the Company’s bylaws (following such amendment and restatement, the “A&R Bylaws”), effective May 11, 2023, pursuant to prior approval by the Company’s board of directors. The A&R Bylaws include changes made to the advance notice provisions included in Section 1.10 – Nomination of Directors, which add that persons controlling, directly or indirectly, or acting in concert with Company stockholders in connection with director nominations are subject to certain information, disclosure, and representation requirements, as well as other revisions to ensure compliance with the SEC’s new Universal Proxy Rule, Rule 14a-19 of the Securities Exchange Act of 1934.”

Greenidge Generation Holdings Inc.: Reverse stock split of Class A and Class B common stock at a 1-for-10 ratio (effective 2023-05-16).

“Greenidge Generation Holdings Inc. (the "Company") today announced that a Certificate of Amendment to its Certificate of Incorporation (the "Charter Amendment") was filed with the Secretary of State of the State of Delaware to effect a reverse stock split of the Company’s issued and outstanding Class A common stock, par value $0.0001 per share (the "Class A common stock") and Class B common stock, par value $0.0001 per share (the "Class B common stock", together with the Class A common stock, the "Common Stock"), together, such that all outstanding shares of Common Stock shall be reclassified into a smaller number of shares such that every ten (10) shares of Class A common stock are combined and reclassified into one (1) share of Class A common stock and every ten (10) shares of Class B common stock are combined and reclassified into one (1) share of Class B common stock (the "Reverse Stock Split"), which will become effective as of 12:01 a.m. Eastern Time on May 16, 2023.”

PureCycle Technologies, Inc.: The Board approved amendments to the Bylaws to adopt a majority voting standard in uncontested director elections, require resignations if a nominee receives more 'against' than 'for' votes, make changes related to universal proxy cards, and update certain other provisions in connection with recent (effective 2023-05-10).

“In addition, the Board previously approved amendments to the Company’s Amended and Restated Bylaws (the “Bylaws”), subject to stockholder approval of the Other Amendments, to (i) adopt a majority voting standard in uncontested elections of directors, (ii) require any nominee in uncontested elections to tender their resignation if they receive more “against” than “for” votes, (iii) make certain changes in connection with the SEC’s recently adopted rules pertaining to universal proxy cards, and (iv) make certain other updates in connection with recent changes in law (the “Bylaw Amendments”).”

PureCycle Technologies, Inc.: Stockholders approved amendments to the charter to declassify the Board and provide for immediate annual director elections, adopt a majority voting standard in uncontested director elections, reflect new Delaware law provisions regarding officer exculpation, increase the number of authorized shares (effective 2023-05-10).

“At the Annual Meeting, upon prior recommendation of the Board, the Company’s stockholders approved the De-Classification Amendment and also approved other amendments (the “Other Amendments”) to the Charter to (i) adopt a majority voting standard in uncontested director elections; (ii) increase the number of authorized shares of common stock and (iii) eliminate inoperative provisions and update certain other miscellaneous provisions.”

Cyclerion Therapeutics, Inc.: Effected a 1-for-20 reverse stock split of common stock via Articles of Amendment to the Restated Articles of Organization (effective 2023-05-15).

“On May 15, 2023, Cyclerion Therapeutics, Inc. (the “Company”) filed Articles of Amendment to the Company’s Restated Articles of Organization (the “Articles of Amendment”) with the Secretary of the Commonwealth of the Commonwealth of Massachusetts to effect a 1-for-20 reverse stock split (the “Reverse Split”) of the Company’s issued and outstanding shares of common stock, no par value (the “Common Stock”), at 5:00 p.m. Eastern Time on that date (the “Effective Time”).”

Sumo Logic, Inc.: Amended and restated bylaws.

“Effective upon 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.”

Sumo Logic, Inc.: Amended and restated certificate of incorporation.

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

Sezzle Inc.: Reverse stock split of common stock at a 1-for-38 ratio (effective 2023-03-11).

“On March 10, 2023, the Company filed a Certificate of Amendment with the Secretary of State of the State of Delaware to effectuate, effective March 11, 2023, a one-for-thirty-eight reverse stock split of the shares of the Company’s common stock, par value $0.00001 per share.”

Inspired Entertainment, Inc.: Amended Section 6.1 relating to officers to clarify that officers have powers and duties as generally pertain to their offices, subject to Article VI of the Bylaws and Board resolutions, and Board resolutions govern in case of conflict (effective 2023-05-09).

“the Company amended Section 6.1 of the Bylaws, relating to officers, to clarify that officers of the Company will have such powers and duties as generally pertain to their respective offices, subject to the specific provisions of Article VI of the Bylaws as well as the resolutions of the Board with respect to such offices, and that in the event of conflict between Article VI of the Bylaws and any such resolutions of the Board, such resolutions would govern.”

Inspired Entertainment, Inc.: Amended Section 2.5 to remove requirement to provide stockholder list at a meeting, instead make available during the 10-day period prior to any such stockholder meeting (effective 2023-05-09).

“Section 2.5 of the Bylaws was amended to remove the requirement for the Company to provide a stockholder list at a meeting of stockholders, but provides that the Company will make the stockholder list available during the 10-day period prior to any such stockholder meeting.”

CABOT CORP: Amended and restated By-laws to update procedural requirements for director nominations, reflect DGCL changes, and make administrative updates (effective 2023-05-11).

“On May 11, 2023, the Board of Directors of Cabot Corporation (the “Company”) amended and restated the Company’s By-laws.”

MARRIOTT VACATIONS WORLDWIDE Corp: Amended and restated bylaws to enhance procedural mechanics for stockholder nominations and proposals, update provisions to reflect DGCL changes and SEC universal proxy rules (effective 2023-05-12).

“On May 12, 2023, as a result of the new Securities and Exchange Commission rules regarding universal proxy cards, certain recent changes to the DGCL and a periodic review of the bylaws of the Company, the Board adopted and approved amended and restated bylaws (the “Amended and Restated Bylaws”) of the Company, effective immediately.”

MARRIOTT VACATIONS WORLDWIDE Corp: Amendment to declassify the board of directors and provide for annual election of directors, effective upon filing with Delaware Secretary of State on May 12, 2023 (effective 2023-05-12).

“The amendment to the Certificate (the “Declassification Amendment”) became effective upon filing the Certificate of Amendment to the Certificate (the “Certificate of Amendment”) with the Office of the Secretary of State of the State of Delaware (the “Delaware Secretary of State”) on May 12, 2023.”