Charter, bylaw, and control-related changes under 8-K Items 5.03/5.05/5.06.
TRIO-TECH INTERNATIONAL: Amendment to Bylaws regarding stock certificate issuance and dematerialization of securities (effective 2024-12-10).
“On December 10, 2024, the Board of Directors (the “ Board ”) of Trio-Tech International, Inc. (the “ Company ”) approved an amendment to the Second Amended and Restated Bylaws of the Company (the “ Bylaws ”), to amend the provisions relating to the issuance of certificates of stock and to provide for the dematerialization of the Company’s securities.”
ARROW ELECTRONICS, INC.: Amended restated certificate of incorporation to eliminate provisions related to preferred stock, update registered agent address, and change county of office (effective 2024-12-12).
“Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On December 12, 2024, with approval of the Board, the Company filed with the Secretary of State of the State of New York, a restated certificate of incorporation (“Restated Certificate”), which: (i) eliminates all matters set forth in the Company’s Certificate of Incorporation with respect to shares of the Company’s $19.375 Convertible Exchangeable Preferred Stock, Participating Preferred Stock, and Series B $19.375 Convertible Exchangeable Preferred Stock, as no shares of any such series are currently outstanding; (ii) changes the post office address to which the Secretary of State shall mail a copy of any process against the Company served upon the Secretary of State; (iii) designates the Company’s current registered agent, and specifies the address of the registered agent; and (iv) changes the county of the Company’s office within the State of New York. The Restated Certificate became effective as o”
NVR INC: 修改了公司章程第2.05条，将股东请求召开特别会议的持股门槛降低为至少25%且连续持有至少一年。 (effective 2024-12-11).
“On December 11, 2024, the Board of Directors of NVR, Inc. (the "Company") approved an amendment to the Company's Bylaws (the "Amended and Restated Bylaws") regarding shareholder requested special meetings. Article 2.05 of the Amended and Restated Bylaws has been amended to provide that a special meeting of shareholders may be requested by one or more shareholders of record owning, and having owned continuously for a period of at least one year prior to the date such special meeting request is received, not less than 25% combined of NVR's outstanding common stock.”
AGREE REALTY CORP: Amended and restated bylaws to implement proxy access, allow stockholders to amend bylaws by majority vote, and require incumbent directors to offer resignation after failing to receive majority support in uncontested elections, along with other ministerial changes (effective 2024-12-06).
“On December 6, 2024, the Board of Directors of Agree Realty Corporation, a Maryland corporation (the “Company”), amended and restated the Company’s bylaws (the “Bylaws”) to: · implement proxy access by adding Article I, Section 1.13 of the Bylaws to permit a stockholder (or group of up to 20 stockholders), owning 3% or more of the Company’s common stock continuously for at least three years, to nominate and include in the Company’s proxy materials for an annual meeting of stockholders, a number of director nominees not to exceed the greater of two directors or 20% of the number of directors up for election, provided that the stockholder (or group) and each nominee satisfy the requirements specified in the Bylaws; · allow the Company’s stockholders to amend the Bylaws (previously a power reserved only for the Board), by a majority of the votes entitled to be cast on the matter; and · add the requirement that an incumbent director offer to resign following an uncontested election in whic”
CIENA CORP: Amended and Restated Bylaws to clarify procedural mechanics and disclosure requirements for stockholder nominations and proposals, and make administrative and ministerial language updates (effective 2024-12-11).
“On December 11, 2024, in connection with a periodic review of Ciena's bylaws, the Board adopted and approved Ciena’s Amended and Restated Bylaws (the “Amended Bylaws”). The amendments contained in the Amended Bylaws (i) clarify procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submission of stockholder proposals made in connection with annual and special meetings of stockholders, and (ii) make administrative and ministerial language updates.”
Backblaze, Inc.: Amended and restated bylaws to make ministerial changes, clarify Rule 14a-19 compliance for director nominations, and remove CEO authority to call special stockholder meetings (effective 2024-12-05).
“On December 5, 2024, the board of directors of Backblaze, Inc. (the “Company”) approved and adopted Amended and Restated Bylaws of the Company (the bylaws, as so amended and restated, the “Amended and Restated Bylaws”), which became effective immediately upon such approval and adoption.”
Skillz Inc.: Amended and restated the certificate of incorporation to grant the board discretionary authority to fill vacancies without a waiting period (effective 2024-12-06).
“At the Annual Meeting, the Company’s stockholders approved the amendment and restatement of the Company’s Fourth Amended and Restated Certificate of Incorporation”
Inception Growth Acquisition Ltd: Extended deadline to consummate a business combination from December 13, 2024 to June 13, 2025 (effective 2024-12-06).
“the Company filed the third amendment to the amended and restated certificate of incorporation on December 6, 2024 (the “Charter Amendment”), giving the Company the right to extend the date by which the Company has to consummate a business combination from December 13, 2024 (the date that is 36 months from the closing date of the IPO) to June 13, 2025 (the date that is 42 months from the closing date of the IPO).”
Athena Technology Acquisition Corp. II: Approved amendment to Charter to extend the business combination deadline from December 14, 2024 to up to September 14, 2025, with monthly extension options contingent on deposits into the trust account (effective 2024-12-10).
“the Company filed an amendment to its Amended and Restated Certificate of Incorporation, as amended (the “Charter”), with the Secretary of State of the State of Delaware (the “Amendment”). The Amendment extends the date by which the Company must consummate a business combination on a monthly basis for up to nine times by an additional one month each time for a total of up to nine months from December 14, 2024 to September 14, 2025”
WESBANCO INC: Increased authorized shares of common stock from 100,000,000 to 200,000,000 (effective 2024-12-11).
“On December 11, 2024, Wesbanco, Inc. (the “Company” or “Wesbanco”) filed Articles of Amendment to its Amended and Restated Articles of Incorporation (the “Articles of Amendment”) with the Secretary of State of the State of West Virginia increasing the number of authorized shares of Wesbanco’s common stock, par value $2.0833 per share (“Common Stock”), from 100,000,000 shares to 200,000,000 shares”
Jackson Acquisition Co II: Amended and Restated Memorandum and Articles of Association filed (effective 2024-12-09).
“On December 9, 2024, the Company filed its Amended and Restated Memorandum and Articles of Association in the Cayman Islands.”
Salesforce, Inc.: Amended and restated Bylaws to revise procedural and disclosure standards for director nominations and business proposals, indemnification terms, and update Delaware law references (effective 2024-12-05).
“On December 5, 2024, as part of its periodic review of corporate governance matters, the Board of Directors of Salesforce, Inc. (the “Company”) amended and restated the Company’s Amended and Restated Bylaws (as so amended and restated, the “Amended and Restated Bylaws” and such amendments, the “Bylaw Amendments”).”
Neuronetics, Inc.: Increased board size from five to seven and appointed two new directors Sasha Cucuz and Avinash Amin, M.D (effective 2024-12-10).
“On December 10, 2024, the board of directors of the Company (the “Board”) increased the number of directors on the Board from five (5) to seven (7) and appointed Sasha Cucuz and Avinash Amin, M.D.”
Neuronetics, Inc.: Amended certificate of incorporation to increase authorized common shares from 200,000,000 to 250,000,000 (effective 2024-12-10).
“On December 10, 2024, the Company’s amended the Ninth Amended and Restated Certificate of Incorporation in connection with the Arrangement and in accordance with the terms of the Arrangement Agreement (the “Charter Amendment”). The Charter Amendment increases the number of authorized shares of Neuronetics common stock from 200,000,000 shares to 250,000,000 shares, such share authorization having been approved at the Company’s special meeting of stockholders held on November 8, 2024.”
Rezolute, Inc.: Increased authorized common stock from 100,000,000 shares to 165,000,000 shares (effective 2024-12-06).
“The Certificate of Amendment increases the Company’s authorized common stock from 100,000,000 shares to an aggregate of 165,000,000 shares.”
Performant Healthcare Inc: Amended and restated bylaws effective December 9, 2024, reflecting name change and technical changes (effective 2024-12-09).
“In connection with the Name Change, the Board of Directors of the Company approved an amendment and restatement of the Company’s bylaws, also effective as of December 9, 2024 (the “Second Amended and Restated Bylaws”).”
Performant Healthcare Inc: Amended certificate of incorporation to change corporate name from Performant Financial Corporation to Performant Healthcare, Inc (effective 2024-12-09).
“On December 9, 2024 Performant Healthcare, Inc. (the “Company”) filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Third Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) to change its corporate name from Performant Financial Corporation to Performant Healthcare, Inc., effective December 9, 2024 (the “Name Change”).”
Criteo S.A.: Amended Article 6 of the by-laws to decrease share capital from €1,475,775.025 to €1,443,593.525 and number of shares from 59,031,001 to 57,743,741, with a par value of €0.025 each (effective 2024-12-09).
“Article 6 of the By-laws has been amended to provide that, as of December 9, 2024, the Company has a share capital of €1,443,593.525, divided into 57,743,741 shares with a par value of €0.025 each, decreased from €1,475,775.025, divided into 59,031,001 shares with a par value of €0.025 each.”
Editas Medicine, Inc.: Amended and restated by-laws to clarify definition of 'acting in concert' and make other clarifying changes in accordance with Rule 14a-19 under the Exchange Act (effective 2024-12-06).
“On December 6, 2024, the Board of Directors of Editas Medicine, Inc. (the “Company”) unanimously adopted Amended and Restated By-Laws of the Company (the “By-Laws”), effective immediately, to clarify the definition of “acting in concert” as used therein, and to make certain other clarifying changes in accordance with Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).”
Momentus Inc.: Reverse stock split at a ratio of 1-for-14 effective December 12, 2024, via a certificate of amendment to the certificate of incorporation (effective 2024-12-12).
“The Company will effect the Reverse Stock Split pursuant to the Company’s filing of a certificate of amendment to the Company’s certificate of incorporation (the “Certificate”) with the Delaware Secretary of State effective 5:00 p.m. eastern time, on December 12, 2024, in accordance with Delaware law.”
Benitec Biopharma Inc.: Amendment to Certificate of Incorporation to authorize 5,000,000 shares of preferred stock and corresponding change to authorized capital stock (effective 2024-12-09).
“at the Company’s 2024 Annual Meeting of Stockholders held on December 4, 2024, the stockholders of the Company approved an amendment (the “Amendment”) to the Company’s Amended and Restated Certificate of Incorporation, as amended, to authorize the issuance of 5,000,000 shares of preferred stock, par value $0.0001, and to make a corresponding change to the number of authorized shares of capital stock.”
FOXO TECHNOLOGIES INC.: On December 6, 2024, FOXO Technologies Inc. filed a Certificate of Designation creating a new Series D Cumulative Convertible Redeemable Preferred Stock, authorizing up to 10,000 shares with specific voting, dividend, liquidation, and conversion rights (effective 2024-12-06).
“On December 6, 2024, the Company filed amendments to the Company’s Certificate of Incorporation (the “ Certificate of Incorporation ”), in the form of a Certificate of Designation (the “ Designation ”) that authorized for issuance of up to 10,000 shares of a new series of Preferred Stock, par value $0.0001 per share, of the Company designated “Series D Cumulative Convertible Redeemable Preferred Stock” (the “ Series D Preferred Stock ”) and established the rights, preferences and limitations thereof.”
APx Acquisition Corp. I: Amended Articles of Association to extend combination period to December 9, 2025 and eliminate net tangible asset limitation (effective 2024-12-04).
“As approved by its shareholders at the EGM held on December 4, 2024, the following proposals were approved: (a) as a special resolution, giving the Company the right to extend the date by which it has to consummate a business combination (the “ Combination Period ”) to December 9, 2025 (as extended, the “ Extended Date ”) (i.e., for a period of time ending 48 months after the consummation of its initial public offering (the “ IPO ”)) (the “ Extension Amendment Proposal ”); (b) as an ordinary resolution, an amendment to extend the Combination Period to the Extended Date (the “ Trust Agreement Amendment Proposal ”); and (c) eliminate (i) the limitation that the Company shall not redeem the Class A Ordinary Shares to the extent that such redemption would result in the Company’s failure to have net tangible assets of at least $5,000,001, upon consummation of the Company’s initial business combination (the “ Redemption Limitation ”), and (ii) the requirement that the Company shall not consu”
Sculptor Diversified Real Estate Income Trust, Inc.: Renamed Select Class common stock to Class I-S common stock (effective 2024-12-06).
“On December 6, 2024, the Company filed Articles of Amendment (the “Articles of Amendment”) to its Second Articles of Amendment and Restatement, effective March 3, 2023 (the “Charter”) with the Maryland State Department of Assessments and Taxation (“SDAT”) to rename its Select Class common stock as Class I-S common stock.”
ReposiTrak, Inc.: Filed withdrawal of Certificate of Designation for Series B-1 Preferred Stock, terminating the designation (effective 2024-12-09).
“On December 9, 2024 (the “ Effective Date ”), the Company filed a Withdrawal of Certificate of Designation (“the Certificate of Withdrawal ”) with the Secretary of State of the State of Nevada and terminated the designation of the Series B-1 Preferred.”
ARRAY DIGITAL INFRASTRUCTURE, INC.: Amended and restated bylaws to align with Delaware law developments and current practice, and revise advance notice provisions for stockholder director nominations and proposals (effective 2024-12-10).
“On December 10, 2024, the board of directors (the Board) of United States Cellular Corporation (the Company) adopted amended and restated bylaws of the Company (the bylaws, as so amended and restated, the Amended and Restated Bylaws), effective immediately.”
CHEVRON CORP: Amended Article IV, Section 3 to delete director resignation requirement for majority vote failure, and amended Article IV, Section 7(n) to delete binding interpretation provision for proxy access by-law (effective 2024-12-04).
“On December 4, 2024, the Board of Directors (the “Board”) of Chevron Corporation (the “Corporation”) approved and adopted amended and restated By-Laws of the Corporation (the “By-Laws”), effective December 4, 2024.”
ALEXANDRIA REAL ESTATE EQUITIES, INC.: Amended and restated bylaws to update Article XV to permit stockholders to adopt, alter, amend or repeal bylaws by majority vote, and update Article XIV to designate federal district courts as exclusive forum for Securities Act claims (effective 2024-12-06).
“On and effective as of December 6, 2024, the Board amended and restated the Bylaws of the Company, as previously amended and restated as of September 21, 2023 (the “A&R Bylaws”) to, among other things, update Article XV ( Amendment of Bylaws ) to permit the stockholders of the Company to adopt, alter, amend or repeal any provision of the Company’s bylaws by the affirmative vote of a majority of all the votes entitled to be cast on the matter. The A&R Bylaws also updated Article XIV ( Exclusive Forum for Certain Litigation ) to provide, among other things, that unless the Company consents in writing, the federal district courts of the United States of America are, to the fullest extent permitted by law, to be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.”
NYLI MacKay DefinedTerm Muni Opportunities Fund: Approved amendment and restatement of the Declaration of Trust to reflect a new 12-year term terminating December 31, 2036 (effective 2024-12-03).
“On December 3, 2024, the Board approved an amendment and restatement of the Declaration of Trust to reflect a new 12-year term for the Fund with a termination of December 31, 2036. The amended and restated Declaration of Trust became effective on December 3, 2024.”
Ellington Credit Co: Company filed Articles Supplementary classifying and designating Series A Preferred Shares with voting and redemption terms (effective 2024-12-09).
“On December 9, 2024, the Company filed Articles Supplementary (the “Articles Supplementary” and, collectively with the Subscription Agreement, the "Issuance Documents") classifying and designating the Series A Preferred Shares with the State Department of Assessments and Taxation of Maryland, which Articles Supplementary became effective on December 9, 2024.”
VNOM Sub, Inc.: Amended and restated bylaws to add criteria for special meetings, proxy access requirements, and modernization provisions (effective 2024-12-05).
“On December 5, 2024, the Board of Directors (the “Board”) of Viper Energy, Inc. (the “Company”) approved and adopted, effective as of that date, certain amendments to the Company’s Bylaws, which are reflected in the Company’s Amended and Restated Bylaws (the “A&R Bylaws”).”
zSpace, Inc.: Second Amended and Restated Bylaws became effective December 6, 2024 (effective 2024-12-06).
“On December 6, 2024, the Company filed a Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware, and the Company’s Second Amended and Restated Bylaws (the “Bylaws”) became effective on such date.”
zSpace, Inc.: Filed Second Amended and Restated Certificate of Incorporation effective December 6, 2024 (effective 2024-12-06).
“On December 6, 2024, the Company filed a Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware, and the Company’s Second Amended and Restated Bylaws (the “Bylaws”) became effective on such date.”
WRAP TECHNOLOGIES, INC.: Amended Certificate of Designations to provide that upon a Triggering Event, Series A Preferred Stock will accrue dividends compounded monthly at 20% per annum (effective 2024-12-06).
“On December 6, 2024, the Company filed the Certificate of Amendment with the Secretary of State, thereby amending the Certificate of Designations to provide that upon the occurrence of a Triggering Event (as defined in the Certificate of Designations), the Series A Preferred Stock will accrue dividends compounded monthly at the rate of 20% per annum.”
Enact Holdings, Inc.: Adopted Amended and Restated Bylaws revising stockholder nomination and proposal procedures, clarifying Rule 14a-19 compliance, and making other changes (effective 2024-12-05).
“On December 5, 2024, the Board of Directors (the “Board”) of Enact Holdings, Inc. (the “Company”) unanimously adopted Amended and Restated Bylaws of the Corporation (the bylaws, as so amended and restated, the “Amended and Restated Bylaws”), effective immediately.”
Minerva Gold Inc.: Company ceased to be a shell company after expanding operations to include design services and entering revenue-generating contracts.
“Based on the foregoing, the Company believes it no longer qualifies as a "shell company," as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended.”
Bunge Global SA: Amended Articles 4 and 4a to reduce share capital and update capital band (effective 2024-12-06).
“Effective December 6, 2024, Bunge Global SA (the “Company”) amended Article 4 of the Company’s Articles of Association to reflect a USD 61,469.30 reduction in the share capital of the Company from USD 1,614,294.72 to USD 1,552,825.42 following the cancellation of 6,146,930 of the Company’s registered shares, nominal value of $0.01 per share, that were repurchased under the Company’s share repurchase program. As a result of this amendment to Article 4, the Company also amended Article 4a of its Articles of Association to update the Swiss “capital band” provision.”
INTERPUBLIC GROUP OF COMPANIES, INC.: Amended By-Laws to include an exclusive forum provision (effective 2024-12-08).
“On December 8, 2024, IPG’s By-Laws were amended to include an exclusive forum provision.”
NPK International Inc.: Amended bylaws to reflect new corporate name NPK International Inc.; no other changes (effective 2024-12-09).
“the Board also approved the Company’s Amended and Restated Bylaws, which were amended to reflect the corporate name NPK International Inc.”
NPK International Inc.: Amended certificate of incorporation to change corporate name from Newpark Resources, Inc. to NPK International Inc (effective 2024-12-09).
“Newpark Resources, Inc. (the “Company”) changed its name to NPK International Inc. by filing an amendment to its Second Restated Certificate of Incorporation (“Amendment”) on December 5, 2024 with the Secretary of State of the State of Delaware (the “Name Change”).”
CARLISLE COMPANIES INC: Amended bylaws to incorporate technical corrections and clarifications to proxy access notice period provisions in Section 1.09(b) (effective 2024-12-04).
“On December 4, 2024, the Board of Directors of Carlisle Companies Incorporated (the “Company”) approved certain amendments to the Company’s Amended and Restated Bylaws (as amended, the “Amended and Restated Bylaws”) to incorporate technical corrections and clarifications to the proxy access notice period provisions in Section 1.09(b) of the Amended and Restated Bylaws.”
POTLATCHDELTIC CORP: Added exclusive forum provisions designating the Delaware Court of Chancery and federal district courts as exclusive forums for certain legal actions (effective 2024-12-06).
“The Amended Bylaws provide that (i) the Court of Chancery of the State of Delaware (the “Chancery Court”) shall be the exclusive forum for certain actions, suits or proceedings brought against the Company, its directors, officers, or employees, or derivative actions brought on behalf of the Company (except for derivative actions brought under the Exchange Act if applicable law requires such claims to be brought in a federal district court) and (ii) the federal district courts shall be the exclusive forum for the resolution of any complaint or cause of action arising under the Securities Act of 1933, as amended.”
POTLATCHDELTIC CORP: Amended provisions to address universal proxy rules, including requirements for stockholder representation, evidence of compliance, and consequences for non-compliance (effective 2024-12-06).
“The Amended Bylaws address the universal proxy rules adopted by the U.S. Securities and Exchange Commission in the following ways: o requiring that any stockholder giving notice of a nomination for director include a representation as to whether the stockholder intends to solicit proxies in accordance with Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); o requiring that a nominating stockholder provide reasonable evidence of compliance with Rule 14a-19(a)(3) no later than five business days prior to the applicable meeting; o clarifying that the chair of the meeting may disregard any votes for a director nominee of a stockholder and the nomination of such nominee if the stockholder commences the solicitation and nomination in accordance with Rule 14a-19 and subsequently fails to comply with any of the requirements of Rule 14a-19; and o clarifying that a stockholder may not nominate a greater number of director nominees than there are directors sub”
POTLATCHDELTIC CORP: Added additional requirements for director nominees, including a completed questionnaire, written representation and agreement, statement of intent to serve, and consent for Rule 14a-19 (effective 2024-12-06).
“The amendments add requirements that the notice of a director nomination must be accompanied by (i) a completed written questionnaire regarding certain information about the nominee of the type required in the Company’s annual questionnaire for directors and officers, (ii) a written representation and agreement by the nominee regarding the absence of any agreement between the nominee and any other party as to how the person will act or vote on any issue or question, the absence of any agreement or arrangement by the nominee with any other party for compensation, reimbursement or indemnification in connection with service or action as a director of the Company, and compliance with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality, and stock ownership and trading policies and guidelines of the Company, (iii) a written statement of the nominee’s intent to serve as a director for the full term, if elected, and (iv) if the nominee is nominated in”
POTLATCHDELTIC CORP: Revised advance notice disclosure requirements for stockholder proposals and director nominations, including disclosure of ownership interests and material relationships (effective 2024-12-06).
“The Amended Bylaws revise the advance notice disclosure requirements to make them easier to follow and remove redundancies. These revisions include aligning the information requirements for stockholders nominating directors with the requirements for stockholders proposing other business. The amendments also clarify certain requirements for the stockholder proposing business or nominating directors at an annual or special meeting of stockholders to provide information about the stockholder’s direct or indirect ownership interest in securities of the Company, including clarifying the various types of derivative or synthetic arrangements and short interests in respect of any class or series of shares of the Company that must be disclosed. The Amended Bylaws also require the proposing stockholder to disclose material relationships and any direct or indirect interests in material contracts or agreements with the Company or any of its affiliates.”
PROCORE TECHNOLOGIES, INC.: Adopted amended and restated bylaws effective immediately, including changes to conform to recent DGCL amendments, emergency bylaws, updated stockholder meeting procedures, and revised director nomination and proposal requirements (effective 2024-12-05).
“On December 5, 2024, the board of directors (the “Board”) of Procore Technologies, Inc. (the “Company”) adopted amended and restated bylaws of the Company (the bylaws, as so amended and restated, the “Amended and Restated Bylaws”), effective immediately. Among other things, the amendments effected by the Amended and Restated Bylaws (i) make certain changes to conform to recent amendments to the Delaware General Corporation Law (the “DGCL”), (ii) add bylaws allowing the Board to operate with reduced procedural requirements during an emergency, as defined in the DGCL, (iii) update procedures and rules relating to stockholder meetings, (iv) revise procedural mechanics and disclosure requirements applicable to stockholder nominations of directors, submissions of proposals regarding other business at stockholder meetings, and general director eligibility, and (v) make certain other ministerial changes.”
Hyzon Motors Inc.: Increased authorized shares of Class A common stock from 20,000,000 to 120,000,000 (effective 2024-12-06).
“On December 6, 2024, Hyzon Motors Inc. (the “Company”) filed a Certificate of Amendment to its Second Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware increasing the number of authorized shares of Class A common stock, par value $0.0001 per share (“Common Stock”), from 20,000,000 to 120,000,000 shares, as further described in the Company’s definitive proxy statement for the Special Meeting of Stockholders held on December 6, 2024 (the “Special Meeting”) as filed with the Securities and Exchange Commission on November 12, 2024 (the “Proxy Statement”) and as approved at the Special Meeting. The Certificate of Amendment became effective upon filing with the Secretary of State.”
Rubicon Technologies, Inc.: Approved and filed Series B Certificate of Designations amending rights and preferences for additional shares of Series B Preferred Stock (effective 2024-12-05).
“On December 4, 2024, the Company’s Board approved the Series B Certificate of Designations to provide for the issuance of additional shares of Series B Preferred Stock with related amendments to the designations, rights, preferences, powers, restrictions and limitations of the Series B Preferred Stock set forth in the Series B Certificate of Designations. The Series B Certificate of Designations was filed with the Secretary of State of the State of Delaware on December 5, 2024 and became effective upon filing.”
Rubicon Technologies, Inc.: Filed Initial Series B Certificate of Designations establishing rights and preferences of Series B Preferred Stock (effective 2024-12-03).
“The Initial Series B Certificate of Designations was filed with the Secretary of State of the State of Delaware on December 3, 2024 and became effective upon filing.”
ALPHA MODUS HOLDINGS, INC.: Amended the company's certificate of incorporation to extend the deadline for completing a business combination from December 7, 2024 to March 7, 2025 (effective 2024-12-06).
“As approved by its stockholders at the Special meeting of stockholders held on December 6, 2024 (the “Special Meeting”), Insight Acquisition Corp. (the “Company”) filed a Fourth Amendment (the “Fourth Amendment”) to its Amended and Restated Certificate of Incorporation (the “Charter”) with the Delaware Secretary of State on Decmber 6, 2024 to modify the terms and extend the period (the “Business Combination Period”) by which the Company has to consummate an initial business combination (the “Business Combination”) from December 7, 2024 to March 7, 2025.”
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.