Governance Changes

Fortune Rise Acquisition Corp: Amended the charter to extend the business combination deadline by up to six months, from November 5, 2024 to May 5, 2025, with monthly deposits of $0.06 per non-redeemed public share into the trust account by the sponsor (effective 2024-11-04).

“As approved by its stockholders at the special meeting of stockholders held on November 4, 2024 (the "Special Meeting"), the Company filed an amendment to its amended and restated certificate of incorporation (the "Charter") with the Delaware Secretary of State on November 4, 2024 (the "Charter Amendment"), to extend the date by which the Company has to consummate a business combination for up to an additional six months, from November 5, 2024 (the "Termination Date") to up to May 5, 2025, by electing to extend the date to consummate an initial business combination on a monthly basis for up to six times by an additional one month each time after the Termination Date, until May 5, 2024 or a total of up to six months after the Termination Date, or such earlier date as determined by the Company's board of directors, unless the closing of the Company's initial business combination shall have occurred (the "Extension," and such later date, the "Extended Date"), provided that Fortune Rise Sp”

MSD Investment Corp.: Increased authorized shares from 100,000,000 to 200,000,250 and reclassified preferred stock (effective 2024-11-06).

“and 250 shares of preferred stock, $0.001 par value per share, which were previously designated as the “12.0% Series A Cumulative Non-Voting Preferred Stock”. The Articles of Amendment were filed by the Company with the State Department of Assessments and Taxation of the State of Maryland”

Integral Acquisition Corp 1: Amended charter to extend business combination deadline from November 5, 2024 to November 5, 2025 on a monthly basis (effective 2024-11-01).

“At the Meeting, the Third Extension Amendment Proposal to amend the Company’s amended and restated certificate of incorporation, as previously amended on May 3, 2023 and November 2, 2023 (the “ Charter ” and such new amendment, the “ Third Extension Amendment ”), was approved. Under Delaware law, the Third Extension Amendment took effect upon the filing of the Third Extension Amendment with the Secretary of State of the State of Delaware on November 1, 2024.”

Newbury Street II Acquisition Corp: Amended and restated memorandum and articles of association filed and effective in connection with IPO (effective 2024-10-31).

“On October 31, 2024, in connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the “ Amended and Restated Memorandum and Articles of Association ”) with the Cayman Islands Registrar of Companies, which became effective on October 31, 2024.”

TreeHouse Foods, Inc.: Adopted Amended and Restated By-Laws effective October 31, 2024, with updates to align with DGCL amendments, stockholder nomination procedures, removal of director resignation requirement, proxy card color rule, and meeting conduct rules (effective 2024-10-31).

“On October 31, 2024, the Board of Directors (the “Board”) of TreeHouse Foods, Inc. (the “Company”) approved and adopted, effective immediately, the Company’s Amended and Restated By-Laws (as amended and restated, the “By-Laws”).”

Stimcell Energetics Inc.: Company completed a 1-for-15 reverse stock split and decreased authorized capital from 7,500,000,000 to 500,000,000 shares via amendment to articles of incorporation (effective 2024-11-01).

“1:15 Reverse Stock Split Effective November 1, 2024, Cell MedX Corp. (the “Company”) completed a 1-for-15 reverse split (the “Reverse Split”) of its common stock. As a result of the Reverse Split, the Company’s authorized capital was decreased from 7,500,000,000 shares common stock, par value $0.001, of which 297,236,373 shares of common stock were outstanding immediately prior to the Reverse Split, to 500,000,000 shares of common stock, par value $0.001, of which approximately 19,815,758 are outstanding, subject to adjustment for fractional interests resulting from the Reverse Split.”

Stimcell Energetics Inc.: Company amended its articles of incorporation to change name from Cell MedX Corp. to Stimcell Energetics Inc (effective 2024-11-01).

“Concurrent with the Reverse Split, the Company amended its articles of incorporation to change the Company’s name from “Cell MedX Corp.” to “Stimcell Energetics Inc.” (the “Name Change”)”

Chefs' Warehouse, Inc.: Amendment to Bylaws to provide for dematerialization of physical stock certificates; shares to be issued in uncertificated book-entry form (effective 2024-11-05).

“On November 5, 2024, the Board of Directors (the “Board”) of The Chefs’ Warehouse, Inc. (the “Company”) approved and adopted an amendment of the Bylaws of the Company (the “Bylaws”) to provide for the dematerialization of physical stock certificates.”

ENERGIZER HOLDINGS, INC.: Amended bylaws to give Board flexibility to change principal executive office without further bylaw amendment (effective 2024-11-04).

“On November 4, 2024, the Board of Directors of Energizer Holdings, Inc. (the “Company”) approved an amendment and restatement of the Company’s bylaws to amend Section 5.1 to provide the Board of Directors with flexibility to change the principal executive office of the Company, if necessary, without also having to amend the bylaws and to make certain other related changes.”

ENDRA Life Sciences Inc.: Amendment to Certificate of Incorporation to effect a 1-for-35 reverse stock split (effective 2024-11-07).

“On November 4, 2024, Company filed with the Secretary of State of the State of Delaware an amendment to the Certificate of Incorporation to effect the Reverse Stock Split (the “Amendment”) at 12:01 a.m. Eastern Time on November 7, 2024.”

Vistra Corp.: Amended and Restated Bylaws adopted: revisions to stockholder nomination and proposal procedures, stockholder list and adjournment mechanics (DGCA updates), special board meeting notice, and new proxy access provisions (effective 2024-10-30).

“On October 30, 2024, the Board of Directors (the “Board”) of Vistra Corp. (the “Company”) approved and adopted the Amended and Restated Bylaws of the Company (the “Amended and Restated Bylaws”), which became effective as of such date. Among other things, the amendments effected by the Amended and Restated Bylaws: (i) revise procedural mechanics and disclosure requirements applicable to stockholder nominations of directors and submissions of proposals regarding other business at stockholder meetings; (ii) modify the provisions relating to lists of stockholders entitled to vote at stockholder meetings and adjournment procedures at stockholder meetings, in each case to reflect amendments to the Delaware General Corporation Law; (iii) permit special meetings of the Board to be called on less than 24 hours’ notice, if necessary; and (iv) implement new proxy access provisions.”

NORTHERN REVIVAL ACQUISITION Corp: Extended the deadline to consummate an initial business combination from November 4, 2024 to May 4, 2025 (effective 2024-11-04).

“The amendments to the Company's charter will have an effective date of November 4, 2024.”

Alchemy Investments Acquisition Corp 1: Amended Articles of Association to extend business combination deadline to September 9, 2025, with monthly deposits of $90,000 for first three months then $30,000 per month (effective 2024-10-31).

“The shareholders of the Company approved the following proposals at the Annual Meeting: (a) as a special resolution, to amend the Company’s Articles of Association as a special resolution, to provide the Company the right to extend the date by which it has to complete a business combination for a three month extension or until February 9, 2025, then on a month-to-month basis thereafter, as determined by the Directors in their sole discretion, until September 9, 2025, by placing $90,000 into the trust account held at Continental Stock & Transfer Company for the three month period, then $30,000 per month thereafter until September 9, 2025”

Nuveen Churchill Private Capital Income Fund: Amended and restated Declaration of Trust to clarify expense reimbursement and indemnification provisions consistent with NASAA Omnibus Guidelines (effective 2024-10-30).

“On October 30, 2024, the Board approved an amendment and restatement of the Fund’s Fifth Amended and Restated Declaration of Trust (the “Sixth Amended and Restated Declaration of Trust”).”

Merlin, Inc.: Filed amended and restated memorandum and articles of association, effective October 31, 2024, in connection with the IPO (effective 2024-10-31).

“On October 31, 2024, in connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the “ Amended and Restated Memorandum and Articles of Association ”) with the Cayman Islands Registrar of Companies, which was effective on October 31, 2024.”

Magnera Corp: Adopted a new Code of Business Conduct for all employees, officers, and directors and a new Code of Business Ethics for the CEO and Senior Financial Officers (effective 2024-11-05).

“In connection with the Transactions, on the Closing Date, the Board approved and adopted a new Code of Business Conduct applicable to all employees, officers and directors of Magnera and a new Code of Business Ethics for the CEO and Senior Financial Officers of Magnera.”

Magnera Corp: Changed fiscal year-end from December 31 to a 52- or 53-week period ending on the Saturday closest to September 30, effective October 1, 2024 (effective 2024-10-01).

“In connection with the Transactions, on the Closing Date, the Board approved a change in the Company’s fiscal year-end from December 31 to a 52- or 53-week period ending generally on the Saturday closest to September 30, effective October 1, 2024. The Company will file reports for the twelve-month period ending on the Saturday closest to September 30 of each year beginning with the twelve-month period ending September 27, 2025.”

Magnera Corp: Amended and restated the bylaws to reflect name change to Magnera Corporation and update advance notice and shareholder meeting adjournment provisions (effective 2024-11-05).

“On the Closing Date, the Company also amended and restated its amended and restated bylaws (as amended and restated, the “Magnera Bylaws”) to, among other things, reflect its name change to Magnera Corporation, and to update certain of its advance notice and shareholder meeting adjournment provisions.”

Magnera Corp: Amended the Glatfelter Charter to change name to Magnera Corporation, effect a 1-for-13 reverse stock split, and increase authorized shares from 120,000,000 to 240,000,000 (effective 2024-11-05).

“On the Closing Date and prior to the effective time of the First Merger, the Company amended the Glatfelter Charter to, among other things, change its name to Magnera Corporation, effect a reverse stock split of all issued and outstanding shares of Company common stock at a ratio of 1-for-13 and increase the number of authorized shares of Company common stock from 120,000,000 shares to 240,000,000 shares.”

ONITY GROUP INC.: Amended articles of incorporation to designate preferences and rights of Series B Preferred Stock (effective 2024-11-01).

“On November 1, 2024, the Company filed with the Florida Secretary of State Articles of Amendment to its Amended and Restated Articles of Incorporation designating the preferences and rights of the Series B Preferred Stock.”

MGT CAPITAL INVESTMENTS, INC.: Designated 1,000,000 shares of preferred stock as Series D Convertible Preferred Stock, with specified terms (effective 2024-10-31).

“the board of directors of the Company (the “Board”) approved the authorization, issuance and designation (the “Designation”) of 1,000,000 shares of the Company’s preferred stock as “Series D Convertible Preferred Stock,” par value $0.001 per share (the “Series D Preferred Stock”), having the voting powers, designations, preferences, limitations, restrictions and relative rights set forth in the certificate of designation attached hereto as Exhibit 3.1 (the “Certificate of Designation”).”

ITC Holdings Corp.: Increased maximum board size from 11 to 13 members and separated the offices of CEO and President (effective 2024-10-30).

“On October 30, 2024, the shareholder of the Company adopted the Eleventh Amended and Restated Bylaws, amending the Company’s bylaws as currently in effect. The changes are effective immediately. The primary modification in the Eleventh Amended and Restated Bylaws is to increase the size of the Board of the Company. Specifically, Section 5.02 was modified to increase the maximum size of the Board from 11 to 13 members (as before, subject to determination from time to time by the shareholder). In addition, the Eleventh Amended and Restated Bylaws include the separation of the offices of the Chief Executive Officer and President.”

BUTLER NATIONAL CORP: Amendment to declassify the Board of Directors; beginning with the 2027 Annual Meeting, the entire Board will be elected annually (effective 2024-10-30).

“On October 30, 2024, at the Annual Meeting of Shareholders (the “Annual Meeting”) of Butler National Corporation (the “Company”), the Company’s shareholders approved an amendment to the Company’s Bylaws to declassify the Company’s Board of Directors (the “Board”). Beginning with the 2027 Annual Meeting of Stockholders, the entire Board will be elected annually.”

Eos Energy Enterprises, Inc.: Filed Certificate of Designation for Series B-3 Non-Voting Convertible Preferred Stock, establishing terms, rights, and preferences of the new series (effective 2024-11-01).

“On November 1, 2024, the Company filed with the Secretary of State of the State of Delaware the Certificate of Designation of Series B-3 Non-Voting Convertible Preferred Stock of the Company attached hereto as Exhibit 3.1 (the “Series B-3 Certificate of Designation”).”

Orion Bliss Corp.: Registrant ceased to be a shell company after acquiring an operational website and mobile app for beauty products and entering a cooperation agreement for beauty services.

“Based on the forgoing information, we believe that we are no longer a “shell company,” as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended.”

Trio Petroleum Corp: Amended Certificate of Incorporation to effect a 1-for-20 reverse stock split (effective 2024-11-14).

“On October 23 , 2024, the Board approved a one-for-twenty (1:20) reverse stock split of the Company’s issued and outstanding shares of common stock (the “Reverse Stock Split” ). The Company intends to file with the Secretary of State of the State of Delaware a Certificate of Amendment to its Certificate of Incorporation (the “Certificate of Amendment” ) on November 14, 2024 to effect the Reverse Stock Split.”

X1 Capital Inc.: Bylaws amended and restated effective November 1, 2024 (effective 2024-11-01).

“On November 1, 2024, the Bylaws of the Company were amended and restated. They are effective immediately.”

Treasure Holdco, Inc.: Increased authorized shares from 1,000 to 115,500,000 (effective 2024-10-29).

“On October 29, 2024, Treasure Holdco, Inc. (“Spinco”), amended its Certificate of Incorporation to increase the total number of shares of stock that Spinco is authorized to issue from 1,000 to 115,500,000”

STERICYCLE INC: Adopted amended and restated bylaws to match Merger Sub's bylaws.

“In connection with the completion of the Merger and pursuant to the Merger Agreement, at the Effective Time, the board of directors of Stericycle, as the surviving entity, adopted the bylaws of Merger Sub as the amended and restated bylaws of Stericycle.”

STERICYCLE INC: Amended and restated certificate of incorporation to reflect merger.

“At the Effective Time, Stericycle’s certificate of incorporation was amended and restated in its entirety to be the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time.”

Air Transport Services Group, Inc.: Restated bylaws to add exclusive forum provisions for certain legal actions, including a federal forum selection clause for Securities Act claims (effective 2024-11-03).

“On November 3, 2024, the Board amended and restated the Company’s bylaws (the “ A&R Bylaws ”), which became effective immediately. The A&R Bylaws include a new section which provides that, unless the Company consents in writing to the selection of an alternative forum, (i) the sole and exclusive forum for certain legal actions involving the Company will be the Delaware Court of Chancery (or, in the event that the Delaware Court of Chancery lacks subject matter jurisdiction over any such actions, the federal district court for the District of Delaware) and (ii) the sole and exclusive forum for certain legal actions arising under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or for which there is exclusive federal or concurrent federal or state jurisdiction, in each case, shall, to the fullest extent permitted by applicable law, be the federal district courts of the United States of America.”

ARCBEST CORP /DE/: Amendment and restatement of Code of Conduct to enhance policies on human rights, insider trading, corruption, bribery, and political contributions (effective 2024-10-29).

“On October 29, 2024, upon the recommendation of the Audit Committee of the Board of Directors of the Company (the “Board”), the Board approved and adopted an amendment and restatement of the Company’s Code of Conduct (as amended and restated, the “Code of Conduct”). The Code of Conduct became effective immediately upon adoption. The Code of Conduct was amended to, among other things, enhance and expand on our commitment to maintaining and promoting fundamental human rights and our policies regarding insider trading, corruption, bribery and political contributions.”

DOLLAR TREE, INC.: Decreased size of Board of Directors from 11 to 10 members by amending Article III, Section 2 of the bylaws (effective 2024-11-03).

“the Board of Directors of the Company amended the Company’s By-Laws, effective November 3, 2024. The amendment revises Article III, Section 2 of the By-Laws to decrease the number of directors from 11 to 10.”

NU SKIN ENTERPRISES, INC.: Amended and restated bylaws to update procedural and disclosure requirements for stockholder nominations and proposals, and other clarifications (effective 2024-10-31).

“On October 31, 2024, the Board of Directors of Nu Skin Enterprises, Inc. (the “Company”) approved and adopted the Sixth Amended and Restated Bylaws of the Company (as so amended and restated, the “Bylaws”), which became effective upon such approval and adoption.”

KUSTOM ENTERTAINMENT, INC.: Filed certificates of correction to correct an omission in the articles of incorporation regarding the designation of ten million shares of preferred stock and the description thereof, which were erroneously omitted in a prior certificate of amendment (effective 2024-10-28).

“On October 28, 2024, Digital Ally, Inc. (the “ Company ”) filed a certificate of correction (the “ First Certificate of Correction ”) with the Secretary of State of Nevada to its articles of incorporation, as amended (the “ Articles of Incorporation ”).The First Certificate of Correction was filed to correct an omission in the Company’s certificate of amendment (the “ Certificate of Amendment ”) to Article XI of its Articles of Incorporation, filed with the Secretary of State of Nevada on February 7, 2023. Specifically, the Certificate of Amendment erroneously omitted ten million (10,000,000) shares of capital stock designated as preferred stock of the Company and the description thereof, as previously authorized and that was included in its original articles of incorporation. On October 30, 2024, due to a filing error on the First Certificate of Correction, the Company filed a subsequent certificate of correction (the “ Second Certificate of Correction ”) to correct Article XI of its”

AIxCrypto Holdings, Inc.: Effect a 1-for-50 reverse stock split of common stock (effective 2024-11-05).

“On October 28, 2024, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation, as amended (the “Amendment”) with the Secretary of State of the State of Delaware to effect a 1-for-50 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding Common Stock, effective November 5, 2024 at 12:01 a.m., Eastern Time (the “Effective Time”).”

LogicMark, Inc.: Filed Certificate of Designation establishing Series G Non-Convertible Voting Preferred Stock (effective 2024-11-01).

“On November 1, 2024, the Company filed a Certificate of Designation, Preferences, and Rights of Series G Non-Convertible Voting Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Nevada (the “Nevada Secretary of State”) to designate 1,000,000 shares of the Company’s authorized and unissued preferred stock as the Preferred Stock and establish the rights, preferences, privileges, qualifications, restrictions, and limitations relating to the Preferred Stock as described in Item 1.01 of this Form 8-K.”

Aqua Metals, Inc.: Filed amendment to Certificate of Incorporation to effect a 1-for-20 reverse stock split (effective 2024-11-01).

“On November 1, 2024, Aqua Metals, Inc. (“Company”) filed with the Delaware Secretary of State an amendment (“Amendment”) to the Company’s First Amended and Restated Certificate of Incorporation to effect a reverse split of the Company’s issued and outstanding shares of its common stock on a one-for-twenty (1:20) basis.”

TPT GLOBAL TECH, INC.: Increased authorized common shares by ten billion to a total of twenty-five billion (effective 2024-10-21).

“Effective October 21, 2024, the Board of Directors of the Company in accordance with the provisions of the Articles of Incorporation, as amended, and by-laws of the Company amended the Articles of Incorporation to increase the authorized number of common shares by ten billion (10,000,000,000) which increase will then make the total authorized common shares to be twenty-five billion (25,000,000,000) with all common shares having the then existing rights powers and privileges as per the existing amended Articles of Incorporate and Bylaws of the Company.”

Corner Growth Acquisition Corp.: Amended charter to extend the business combination deadline from October 31, 2024 to December 31, 2025 (effective 2024-10-31).

“a proposal to amend the Company’s Charter to extend the date by which the Company has to consummate a business combination from October 31, 2024 to December 31, 2025”

Volato Group, Inc.: Increased authorized Class A common shares from 81,000,000 to 201,000,000 and allowed stockholder action by written consent (effective 2024-10-28).

“On October 28, 2024, the Company filed an amendment to the Certificate of Incorporation with the State of Delaware's Secretary of State to implement the approved amendments, which became effective upon filing.”

5E Advanced Materials, Inc.: Reduced requisite quorum at stockholder meetings from majority to one-third of voting power (effective 2024-11-01).

“On October 31, 2024, the Board of Directors (the “Board”) of 5E Advanced Materials, Inc., a Delaware corporation (the “Company”) amended and restated the Company’s bylaws (as so amended and restated, the “ Second Amended and Restated Bylaws”), effective as of November 1, 2024, to reduce the requisite quorum at all meetings of stockholders for the transaction of business from the holders of a majority to the holders of one-third (1/3) in voting power of the shares of the Company entitled to vote at the meeting, present in person, or represented by proxy, unless otherwise required by applicable law or the Company’s certificate of incorporation.”

Everus Construction Group, Inc.: Adopted Corporate Governance Guidelines and a Code of Conduct (effective 2024-10-31).

“the Board adopted certain Corporate Governance Guidelines and a Code of Conduct (Leading with Integrity Program and Guide), in each case, effective as of immediately prior to the Effective Time”

Everus Construction Group, Inc.: Amended and restated Bylaws (effective 2024-10-31).

“and amended and restated its Bylaws (the “Amended and Restated Bylaws”), effective immediately thereafter”

Everus Construction Group, Inc.: Amended and restated Certificate of Incorporation (effective 2024-10-31).

“the Company filed an amended and restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”) with the Secretary of State of the State of Delaware on October 31, 2024 which became effective as of the Effective Time”

ITERIS, INC.: Amended and restated Bylaws.

“At the Effective Time, the Bylaws of the Company that were in effect immediately before the Effective Time were amended and restated to be in the form attached hereto as Exhibit 3.2 (the “Bylaws”).”

ITERIS, INC.: Amended and restated Certificate of Incorporation.

“At the Effective Time, the Certificate of Incorporation of the Company that was in effect immediately before the Effective Time was amended and restated to be in the form attached hereto as Exhibit 3.1 (the “Certificate of Incorporation”).”

MOHAWK INDUSTRIES INC: Approved amendments to Amended and Restated Bylaws to provide for uncertificated shares effective November 1, 2024, with existing certificated shares remaining valid until surrendered (effective 2024-10-31).

“On October 31, 2024, the Board of Directors of Mohawk Industries, Inc. (the “Company”) approved amendments to the Amended and Restated Bylaws (the “Bylaws”) of the Company, effective on such date.”

Theriva Biologics, Inc.: increased authorized shares of common stock from 14,000,000 to 350,000,000 (effective 2024-11-01).

“On November 1, 2024, the Company filed a Certificate of Change to its Articles of Incorporation with the Secretary of State of the State of Nevada (the “Certificate of Change”) that was effective on such date that increased the number of the Company’s authorized shares of common stock, $0.001 par value per share from 14,000,000 shares to $350,000,000 shares.”

GSE SYSTEMS INC: Bylaws amended and restated in their entirety in connection with the Merger.

“At the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety”