Governance Changes

Arogo Capital Acquisition Corp.: Extended the date by which the Company must consummate its initial Business Combination from March 29, 2023 to December 29, 2023 (effective 2023-03-28).

“At the Meeting, the Company’s stockholders approved the Charter Amendment, which extends the date by which the Company must consummate its initial Business Combination from March 29, 2023 to December 29, 2023, subject to the approval of the Board of Directors of the Company, provided the sponsor or its designees deposit into the trust account an amount equal to $0.0345 per share for each public share or $191,666, prior to the commencement of each extension period (the “ Extension ”).”

ProFrac Holding Corp.: Amended and Restated certificate of incorporation to simplify exculpation provision in light of recent changes to Delaware General Corporation Law, while maintaining special voting powers of certain directors (effective 2023-03-22).

“On March 22, 2023, the Second A&R Certificate of Incorporation was filed with the Secretary of State of the State of Delaware and became effective.”

Direct Selling Acquisition Corp.: Amended certificate of incorporation to extend business combination deadline from March 28, 2023 to June 28, 2023, with option for monthly extensions up to March 28, 2024 (effective 2023-03-27).

“On March 24, 2023, DSAQ held the Extension Meeting to approve an amendment to DSAQ’s amended and restated certificate of incorporation (the “ Charter Amendment ”) to extend the date (the “ Termination Date ”) by which DSAQ has to consummate a business combination from March 28, 2023 (the “ Original Termination Date ”) to June 28, 2023 (the “ Charter Extension Date ”) and to allow DSAQ, without another stockholder vote, to elect to extend the Termination Date to consummate a Business Combination on a monthly basis up to nine times by an additional one month each time after the Charter Extension Date, by resolution of DSAQ’s board of directors, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until March 28, 2024, or a total of up to twelve months after the Original Termination Date, unless the closing of a Business Combination shall have occurred prior thereto (the “ Extension Amendment Proposal ”).”

Evolution Metals & Technologies Corp.: Amended charter to extend business combination deadline up to six months to September 30, 2023, with monthly $125,000 deposits (effective 2023-03-24).

“The stockholders approved the proposal to amend (the “Charter Amendment”) the Company’s Charter by allowing the Company to extend (the “Extension”) the date by which it has to consummate a business combination (the “Combination Period”) for up to an additional six months, from March 30, 2023 to up to September 30, 2023, by depositing into the trust account (the “trust account”) $125,000 for each additional one month extension (the “Extension Payment”) in exchange for a non-interest bearing, unsecured promissory note, convertible at the option of the holder, in full or in part, into units at a price of $10.00 per unit, which units will be identical to the private placement units issued in connection with the initial public offering of the Company’s units and repayable upon closing of a business combination (the “Extension Note”).”

QT IMAGING HOLDINGS, INC.: Amendment to Amended and Restated Certificate of Incorporation extending the date by which the Company must consummate a business combination transaction from March 28, 2023 to September 28, 2023 on a monthly basis (effective 2023-03-28).

“Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year On March 28, 2023, the Company held a special meeting of its stockholders (the “Special Meeting”). At the Special Meeting, 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 March 28, 2023 (the date which is 18 months from the closing date of the Company’s initial public offering of units) on a monthly basis up to September 28, 2023. The certificate of amendment was filed with the Delaware Secretary of State and has an effective date of March 28, 2023.”

LanzaTech Global, Inc.: AMCI ceased to be a shell company upon the Closing as a result of the Business Combination.

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

LanzaTech Global, Inc.: Board adopted a new Code of Conduct and Ethics applying to all employees, officers and directors (effective 2023-02-08).

“On February 8, 2023, the Board adopted a new Code of Conduct and Ethics that applies to all of its employees, officers and directors, including its Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers.”

LanzaTech Global, Inc.: Adopted the Second Amended and Restated Certificate of Incorporation.

“On the Closing Date, New LanzaTech amended and restated its existing amended and restated certificate of incorporation (the “Charter”).”

Nogin, Inc.: Filed a Certificate of Amendment to effect a 1-for-20 reverse stock split of common stock (effective 2023-03-28).

“On March 28, 2023, Nogin, Inc. (the “Company” or “Nogin”) filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Second Amended and Restated Certificate of Incorporation (the “Charter Amendment”) to effect a 1-for-20 reverse stock split of the Company’s common stock (the “Reverse Stock Split”), effective as of 5:00 p.m. Eastern Daylight Time on March 28, 2023.”

Near Intelligence, Inc.: Company ceased being a shell company due to business combination.

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

Near Intelligence, Inc.: Adopted new Code of Ethics and Business Conduct (effective 2023-03-23).

“In connection with the Business Combination, on March 23, 2023, the Near Board approved and adopted a new Code of Ethics and Business Conduct (the “ Code of Ethics ”) applicable to all employees, officers, and directors of the Company, including its Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers.”

Near Intelligence, Inc.: Amended and restated bylaws to provide advance notice for nominations, limit special meetings, restrict written consent, and grant board authority to amend bylaws.

“Amended and Restated Bylaws In connection with the consummation of the Business Combination, the Company’s bylaws were amended and restated as of the Closing Date (the “ Bylaws ”) to provide for advance notice for nominations of directors by stockholders and for stockholders to include matters to be considered at Near’s annual meetings, certain limitations on convening special stockholder meetings, limiting the ability of stockholders to act by written consent, and the Near Board has the express authority to make, alter or appeal the Bylaws.”

Near Intelligence, Inc.: Amended and restated certificate of incorporation to increase authorized shares and modify voting requirements.

“Amended and Restated Certificate of Incorporation On the Closing Date, KludeIn’s amended and restated certificate of incorporation was further amended and restated to, among other changes: (a) increase the total number of authorized shares of all classes of capital stock to 350,000,000 shares, par value of $0.0001 per share, consisting of (a) 300,000,000 shares of Near Common Stock and (b) 50,000,000 shares of preferred stock; (b) provide that, any vote to increase or decrease the number of authorized shares of any class or classes of stock (but not below the number of shares then outstanding) requires the affirmative vote of the holders of all the then-outstanding shares of capital stock of Near entitled to vote thereon, voting together as a single class, irrespective of the provisions of Section 242(b)(2) of the DGCL; (c) require an affirmative vote of the Near Board or the holders of at least two-thirds (2/3) of the voting power of all then-outstanding shares of capital stock entitl”

Royalty Pharma plc: Amended Articles of Association to facilitate share repurchase program (effective 2023-03-24).

“On March 24, 2023, Royalty Pharma Holdings Ltd adopted amendments to its Articles of Association (the “RP Holdings Articles of Association”) to facilitate the share repurchase program that was announced by Royalty Pharma plc on March 27, 2023. The RP Holdings Articles of Association are filed herewith as Exhibit 3.2.”

Universal Gaming Corp: Company is no longer a shell company as a result of acquisition of assets (effective 2023-03-22).

“As described in Item 1.01 above, effective March 22, 2023, the Company entered into an IP Contribution Agreement which resulted in the acquisition of material assets as of such date. Item 5.06 Change in Shell Company Status The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. 2 As a result of the acquisition of the Acquired Assets pursuant to the IP Contribution Agreement, the Company is no longer a “shell company” as that term is defined in Rule 12b-2 of the Securities Exchange Act.”

First America Resources Corp: 公司认为自己不再符合SEC对空壳公司的定义.

“The company believes that it does not meet the SEC’s definition of a shell company.”

Kayne Anderson NextGen Energy & Infrastructure, Inc.: Amended the Second Amended and Restated Bylaws to remove Article XV, which had made the Company subject to the Maryland Control Share Acquisition Act (effective 2023-03-24).

“On March 24, 2023, the Board of Directors of Kayne Anderson NextGen Energy & Infrastructure, Inc. (the “Company”) amended the Second Amended and Restated Bylaws of the Company to remove Article XV.”

AUDIOEYE INC: The Board approved amendments to the By-Laws, including changes to stockholder nomination and proposal procedures, compliance with Rule 14a-19, and other technical updates (effective 2023-03-24).

“On March 24, 2023 the Board approved certain amendments to the Company’s By-Laws effective as of that date.”

Kayne Anderson Energy Infrastructure Fund, Inc.: Removed Article XVI regarding Maryland Control Share Acquisition Act, eliminating voting rights limitations on stockholder acquisitions above certain ownership levels (effective 2023-03-24).

“On March 24, 2023, the Board of Directors of Kayne Anderson Energy Infrastructure Fund, Inc. (the “Company”) amended the Second Amended and Restated Bylaws of the Company to remove Article XVI. That repealed Article XVI made the Company subject to the Maryland Control Share Acquisition Act, which had the effect of limiting the voting rights in certain circumstances of a person who acquires more than a certain level of ownership of the Company’s stock.”

Idaho Copper Corp: Board changed fiscal year end from December 31 to January 31, effective January 31, 2023, and amended Bylaws Article VIII to give board authority to fix fiscal year and require an annual audit (effective 2023-01-31).

“On March 27, 2023, the Board changed the fiscal year end of the Company from December 31st of each year to January 31st of each year effective as of January 31, 2023. In connection with such change in the Company’s fiscal year end, on March 27, 2023, the Board approved and adopted the following amendment to Article VIII its Bylaws: “The fiscal year for the Corporation shall be fixed from time to time by the board of directors. The Corporation shall be subject to an annual audit as of the end of its fiscal year by independent public accountants appointed by and responsible to the board of directors."”

CareDx, Inc.: Amended and restated bylaws to address universal proxy rules and enhance disclosure requirements for director nominations and stockholder proposals (effective 2023-03-24).

“On March 24, 2023, the Board of Directors (the “Board”) of CareDx, Inc. (the “Company”) approved and adopted an amendment and restatement of the Company’s amended and restated bylaws (as so amended and restated, the “Amended and Restated Bylaws”), effective as of such date.”

NORTHRIM BANCORP INC: Amended Bylaws to add advance notice for shareholder proposals, update proxy rules for director nominations, and provide for dematerialization of securities (effective 2023-03-23).

“On March 23, 2023, the Board of Directors (the “Board”) of Northrim BanCorp, Inc. (the "Company") approved and adopted amendments to its Bylaws, as amended (the “Bylaws”), effective immediately.”

TRINET GROUP, INC.: Adopted Amended and Restated Bylaws to enhance procedural mechanics for stockholder nominations and proposals, address Rule 14a-19 compliance, limit nominees, modify adjournment procedures, and make other updates (effective 2023-03-23).

“On March 23, 2023, in connection with a periodic review of the bylaws of TriNet Group, Inc. (the “Company”), the Board of Directors (the “Board”) of the Company adopted and approved the Company’s Amended and Restated Bylaws (the “Amended Bylaws”).”

Lifeway Foods, Inc.: Amended and restated bylaws to consolidate prior versions and amend Article III, Section 3.14.1 to require audit, compensation, and nominating committees meeting exchange listing requirements (effective 2023-03-24).

“Effective March 24, 2023, the board of directors (the "Board") of Lifeway Foods, Inc. (the "Company") approved the Second Amended and Restated Bylaws of the Company (the “2 nd Amended and Restated Bylaws”) which, among other things, consolidates the Amended and Restated Bylaws with the amended thereto and amends Article III, Section 3.14.1 to require that the Company maintains an audit committee, compensation committee and nominating committee that meet any securities exchange listing requirements to which the Company is subject.”

SHOREPOWER TECHNOLOGIES INC.: The company ceased to be a shell company as a result of the Merger.

“As a result of the Merger, the Company ceased to be a shell company (as defined in Rule 12b-2 of the Exchange Act) as of the Closing.”

Newbury Street Acquisition Corp: Amended Second Amended and Restated Certificate of Incorporation to extend the business combination deadline from March 25, 2023 to September 25, 2023 (effective 2023-03-23).

“On March 23, 2023, the Company filed an amendment to its Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Charter Amendment”) to extend the date by which the Company has to consummate a business combination to from March 25, 2023 to September 25, 2023.”

Mediaco Holding Inc.: Increased authorized shares of Series A Convertible Preferred Stock from 300,000 to 500,000 for PIK dividend payments (effective 2023-03-23).

“On March 23, 2023, MediaCo Holding Inc. (the “Company”) filed Articles of Amendment to its Articles of Amendment of Amended & Restated Articles of Incorporation to increase the number of authorized shares of its Series A Convertible Preferred Stock (the “Convertible Preferred Stock”) from 300,000 to 500,000.”

Harpoon Therapeutics, Inc.: Filed Certificate of Designation creating 25,000 shares of 8.000% Series A Redeemable Preferred Stock (effective 2023-03-23).

“On March 23, 2023, in connection with the Closing, the Company filed a Certificate of Designation of Preferences, Rights and Limitations (the “Certificate of Designation”) with the Secretary of State of the State of Delaware designating 25,000 shares out of the authorized but unissued shares of its preferred stock as Series A Preferred Stock.”

Huaizhong Health Group, Inc.: 公司因收购目标公司不再是壳公司 (effective 2023-03-27).

“Prior to the acquisition of the Target on March 27, 2023, the Company was considered a shell company. Effective on March 27, 2023, upon the closing of the acquisition of the Target, the Company has changed its status as a shell company and is no longer deemed to a shell company.”

Vislink Technologies, Inc.: Filed a Certificate of Elimination to eliminate the Series A Preferred Stock designation and return those shares to authorized but unissued preferred stock (effective 2023-03-24).

“On March 24, 2023, the Company filed a Certificate of Elimination (the “Certificate of Elimination”) for the Series A Preferred Stock, par value $0.00001 per share (the “Series A Preferred Stock”), with the Secretary of State of the State of Delaware which eliminated all matters set forth in the Certificate of Designation of Series A Preferred Stock previously filed by the Company.”

Cinemark Holdings, Inc.: Adopted Second Amended and Restated By-Laws to address stockholder proposals and universal proxy rules, including updated procedures and information requirements for stockholder proposals and director nominations, compliance with Regulation 14A and Rule 14a-19, and proxy card color requirement (effective 2023-03-27).

“On March 27, 2023, the board of directors of Cinemark Holdings, Inc. (the “Company”) adopted the Company’s Second Amended and Restated By-Laws, effective as of such date of adoption.”

Altra Industrial Motion Corp.: Amended and restated certificate of incorporation and bylaws in connection with merger.

“Pursuant to the Merger Agreement, effective as of the Effective Time, the certificate of incorporation and the bylaws of the Company were amended and restated in their entirety to be in the form of the certificate of incorporation and bylaws of Merger Sub in effect as of immediately prior to the Effective Time, subject to certain changes as set forth in the Merger Agreement.”

ALIMERA SCIENCES INC: Filed Certificate of Elimination for Series C Preferred Stock (effective 2023-03-24).

“On March 24, 2023, the Company filed a Certificate of Elimination with the Secretary of State of the State of Delaware for the Series C Preferred Stock.”

ALIMERA SCIENCES INC: Filed Certificate of Designation for Series B Preferred Stock and Certificate of Elimination for Series A Preferred Stock (effective 2023-03-24).

“Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year In connection with the Transactions and the Repurchase, on March 24, 2023, the Company filed the Certificate of Designation authorizing the Series B Preferred Stock and the Series A Elimination Certificate eliminating the Series A Preferred Stock, each with the Secretary of State of the State of Delaware.”

TEJON RANCH CO: Board may now fix authorized number of directors by resolution instead of by bylaw amendment (effective 2023-03-22).

“Article III, Section 2 such that the Board may now fix the authorized number of directors by resolution, rather than solely by amendment to the Bylaws (as previously provided).”

Imunon, Inc.: Filed a Restated Certificate of Incorporation to restate and integrate previous amendments (effective 2023-03-22).

“On March 22, 2023, Imunon, Inc. filed a Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to restate and integrate the provisions of the Restated Certificate of Incorporation, as previously amended or supplemented.”

HARTE HANKS INC: Cancelation of 1,000,000 authorized shares of Series A Preferred Stock via Certificate of Elimination (effective 2023-03-20).

“On March 20, 2023, Harte Hanks, Inc. (the “Company”) filed a Certificate of Elimination (the “Certificate of Elimination”) with the Delaware Secretary of State with respect to 1,000,000 authorized shares of Series A Preferred Stock, par value $1.00 per share (the “Series A Preferred Stock”). The Series A Preferred Stock had been designated pursuant to the Certificate of Designation of Rights, Preferences and Privileges of Series A Preferred Stock of Harte Hanks, Inc. filed with the Delaware Secretary of State on January 29, 2018. As of the date of the filing of the Certificate of Elimination, no shares of Series A Preferred Stock were outstanding. Upon filing the Certificate of Elimination, all shares of Series A preferred Stock were cancelled and all references to Series A Preferred Stock were removed from the books and records of the corporation.”

Allarity Therapeutics, Inc.: Effected a 1-for-35 reverse stock split of common stock via amendment to Certificate of Incorporation (effective 2023-03-24).

“On March 23, 2023, the Company filed a Third Certificate of Amendment of Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of Delaware to effect a 1-for-35 reverse stock split of the shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), effective as of 4:05 p.m. (New York time) on March 24, 2023 (the “Reverse Stock Split”).”

Zura Bio Ltd: The Company ceased being a shell company as a result of the Business Combination (effective 2023-03-20).

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

Zura Bio Ltd: The board of directors approved and adopted a new Code of Ethics and Conduct Policy applicable to all employees, officers, directors, contractors, suppliers, and agents (effective 2023-03-20).

“In connection with the Business Combination, on March 20, 2023, the Company’s board of directors approved and adopted a new Code of Ethics and Conduct Policy applicable to all employees, officers and directors of the Company, as well as all of the Company’s contractors, suppliers, and agents in connection with their work for the Company.”

Zura Bio Ltd: The Second Amended and Restated Memorandum and Articles of Association became effective, incorporating amendments from the Binding Organizational Documents Proposals and Advisory Governance Proposals (effective 2023-03-20).

“The Second Amended and Restated Memorandum and Articles of Association of the Company (the “ Second A&R MAA ”), which became effective on March 20, 2023 and was filed with the Registrar of Companies of the Cayman Islands on March 21, 2023, includes the amendments proposed by the Binding Organizational Documents Proposals and the Advisory Governance Proposals.”

AltEnergy Acquisition Corp: Corrected scrivener’s errors in the Amended and Restated Certificate of Incorporation: omitted a provision for redemption rights related to business combination completion or failure, and incorrectly described conversion rights of Class B Common Stock (effective 2021-10-28).

“Specifically, the Restated Certificate: (i) erroneously omitted a provision that provided the holders of shares of common stock included as part of the units sold in the Offering, or in the secondary market following the Offering, redemption rights in connection with (1) the completion of the Company’s initial business combination or (2) the Company’s failure to complete an initial business combinations within eighteen months of the closing of the IPO; and (ii) incorrectly described the conversion rights of the Company’s Class B Common Stock.”

Oric Pharmaceuticals, Inc.: The Board approved Amended and Restated Bylaws to enhance procedural mechanics and disclosure requirements for stockholder nominations, update provisions for universal proxy rules, conform to DGCL amendments, revise director/committee/officer provisions, clarify exclusive forum, and make conforming (effective 2023-03-20).

“On March 20, 2023, the Board of Directors (the “Board”) of ORIC Pharmaceuticals, Inc. (the “Company”) approved the Company’s Amended and Restated Bylaws (the “Amended and Restated Bylaws”). The Amended and Restated Bylaws were amended and restated to, among other things: • enhance procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submissions of proposals regarding other business at the Company’s annual meeting of stockholders (except for proposals properly made in accordance with Rule 14a-8 under the Securities Exchange Act of 1934), including by requiring additional background information and disclosures regarding proposing stockholders, proposed nominees and business, and other persons related to a stockholder’s solicitation of proxies; • change certain provisions relating to stockholder nominees for election as a director to address the universal proxy rules adopted by the Securities and Exchange Commission; • revise certain”

TANCHENG GROUP CO., LTD.: Adopted a code of ethics that applies to all directors, officers and employees (effective 2023-03-14).

“On March 14, 2023, we adopted a code of ethics that applies to all directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions.”

EVO Payments, Inc.: 根据合并协议，公司的章程被整体修订和重述。.

“Item 5.03. Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year. Pursuant to the Merger Agreement, as of the Effective Time, EVO’s then-existing Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws were each amended and restated in their entirety. Copies of the Surviving Corporation’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws are filed as Exhibit 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.”

EVO Payments, Inc.: 根据合并协议，公司的公司章程被整体修订和重述。.

“Item 5.03. Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year. Pursuant to the Merger Agreement, as of the Effective Time, EVO’s then-existing Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws were each amended and restated in their entirety. Copies of the Surviving Corporation’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws are filed as Exhibit 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.”

Lamb Weston Holdings, Inc.: Amended and restated bylaws to update stockholder nomination and proposal procedures, implement proxy access, and make other changes (effective 2023-03-23).

“On March 23, 2023, the Board of Directors (the “Board”) of Lamb Weston Holdings, Inc. (“LW” or the “Company”) approved an amendment and restatement of the Company’s Bylaws, effective immediately (as so amended and restated, the “Amended Bylaws”).”

VISIBER57 CORP.: Visiber 57 Corp. ceased being a shell company as of March 22, 2023 (effective 2023-03-22).

“On March 22, 2023, Visiber 57 Corp. a Nevada corporation (the “Company”), ceased being a shell company (as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)).”

Solana Co: Filed Certificate of Designation for Series B Preferred Stock, amending the certificate of incorporation (effective 2023-03-24).

“The Certificate of Designation was filed with the Delaware Secretary of State and became effective on March 24, 2023. The foregoing description of the Series B Preferred Stock does not purport to be complete and is qualified in its entirety by reference to the Certificate of Designation, which is filed as Exhibit 3.1(a) to this Current Report and is incorporated herein by reference.”

FLYWHEEL ADVANCED TECHNOLOGY, INC.: Company ceased to be a shell company as a result of Share Exchange.

“Prior to the Share Exchange, we were a "shell company" (as such term is defined in Rule 12b-2 under the Exchange Act). As a result of the Share Exchange, the Company has ceased to be a shell company.”