Charter Amendment One (Gainesville, Florida)

Mueller Industries, Inc. Announces Special Meeting to Approve Increase in Authorized Common Stock

Retrieved on:

Monday, July 31, 2023

Automotive Manufacturing, Aerospace, Manufacturing, Other Manufacturing, Engineering, Common stock, Atmosphere, Food preservation, Securities and Exchange Commission (Nigeria), Mueller Industries, Water, Charter Amendment One (Gainesville, Florida), Special, Security (finance), MLI, NYSE, Common

Mueller Industries, Inc. (NYSE: MLI) today announced that is has filed a preliminary proxy statement with the Securities and Exchange Commission for a special meeting of shareholders to approve an amendment to the Company’s Restated Certificate of Incorporation to increase the total number of its authorized shares of Common Stock from 100,000,000 shares to 250,000,000 shares.

Key Points:

Mueller Industries, Inc. (NYSE: MLI) today announced that is has filed a preliminary proxy statement with the Securities and Exchange Commission for a special meeting of shareholders to approve an amendment to the Company’s Restated Certificate of Incorporation to increase the total number of its authorized shares of Common Stock from 100,000,000 shares to 250,000,000 shares.
The primary purpose of the charter amendment is to facilitate a stock split of the Common Stock in the form of a stock dividend.
Assuming the charter amendment is approved at the Special Meeting, the decision by the Board of Directors whether to approve a stock split following the Special Meeting, including the size of the stock split, will depend upon factors at the time including, but not limited to, the then-current trading price of the Company’s Common Stock.
As of July 21, 2023, the Company has 56,778,790 shares of Common Stock outstanding, and the current number of authorized shares of Common Stock is 100,000,000.

LF Capital Acquisition Corp. II Announces Approval of Proposal and Amendment to Charter

Retrieved on:

Wednesday, June 28, 2023

Other Professional Services, Professional Services, Finance, Common stock, IPO, LFAC, Securities and Exchange Commission (Nigeria), Special, Security (finance), Charter Amendment One (Gainesville, Florida), Proxy, Charter, Common, Extension

The stockholders voted upon and approved the Charter Amendment Proposal, with 14,193,359 votes in favor, 849,364 votes against, and with no abstentions.

Key Points:

The stockholders voted upon and approved the Charter Amendment Proposal, with 14,193,359 votes in favor, 849,364 votes against, and with no abstentions.
Accordingly, the Company amended its Charter and filed the Charter Amendment with the Secretary of State of the State of Delaware on June 27, 2023.
In connection with the approval and amendment of the Company’s Charter pursuant to the Charter Amendment Proposal, the Company was required to permit its public shareholders to redeem their shares of Common Stock.
As a result, approximately $59,593,408.93 will be removed from the Company’s trust account to pay such holders.

DUET Acquisition Corp. Announces Charter and Trust Agreement Amendments and Extension of Deadline to Complete a Business Combination to May 24, 2023.

Retrieved on:

Monday, April 24, 2023

Transfer, Charter Amendment One (Gainesville, Florida), Trust, Accounting, Continental, Acquisition, Interest on Lawyer Trust Accounts, DUET, Security (finance)

Prior to the amendments, DUET could obtain one 3-month extension by depositing $862,500 into its Trust Account by the deadline applicable prior to the extension.

Key Points:

Prior to the amendments, DUET could obtain one 3-month extension by depositing $862,500 into its Trust Account by the deadline applicable prior to the extension.
The Charter Amendment triggered a right of DUET’s public stockholders to demand the redemption of their public shares out of funds held in the Trust Account.
In connection with the amendments, DUET notified Continental that it was exercising its right to obtain the first extension and deposited $175,000 into the Trust Account.
The Charter Amendment, Trust Agreement Amendment, and the first extension described above will provide DUET with additional time to complete a business combination.

Banyan Acquisition Corporation Announces Stockholder Approval of Amendments to Charter and Trust Agreement and Extension of Business Combination Period

Retrieved on:

Friday, April 21, 2023

Professional Services, Finance, Transfer, Common stock, Charter Amendment One (Gainesville, Florida), Sports Properties Acquisition Corporation, Acquisition, Meeting, NYSE, BYN, Security (finance)

Banyan Acquisition Corporation (NYSE: BYN.U, BYN, BYN.WS) (the “Company”), a special purpose acquisition company, announced today that at its special meeting of stockholders on April 21, 2023 (the “Meeting”), the Company’s stockholders voted in favor of the proposal to amend (the “Charter Amendment”) the Company’s amended and restated certificate of incorporation (the “Charter”) and in favor of a proposal to amend the investment management trust agreement (the “Trust Amendment”), dated as of January 19, 2022, between the Company and Continental Stock Transfer & Trust Company (the “Trust Agreement”), and the Company has implemented the Charter Amendment and the Trust Amendment.

Key Points:

Banyan Acquisition Corporation (NYSE: BYN.U, BYN, BYN.WS) (the “Company”), a special purpose acquisition company, announced today that at its special meeting of stockholders on April 21, 2023 (the “Meeting”), the Company’s stockholders voted in favor of the proposal to amend (the “Charter Amendment”) the Company’s amended and restated certificate of incorporation (the “Charter”) and in favor of a proposal to amend the investment management trust agreement (the “Trust Amendment”), dated as of January 19, 2022, between the Company and Continental Stock Transfer & Trust Company (the “Trust Agreement”), and the Company has implemented the Charter Amendment and the Trust Amendment.
Additionally, as permitted by the Charter Amendment and the Trust Amendment, the Company has now extended the period by which it must complete a business combination by eight months from April 24, 2023 to December 24, 2023.
The Company has been advised that, in connection with the stockholders’ vote at the Meeting, holders of 20,151,313 shares of Class A Common Stock exercised their right to redeem their shares for cash at an approximate price of $10.42 per share, for an aggregate payment of approximately $210,031,815.49, which will be withdrawn from the Company’s trust account to redeem such shares.
For additional information, see the Company’s current report on Form 8-K being filed today.

Tilray Brands Stockholders Approve Charter Amendment to Enhance Corporate Governance and Support Strategic Growth Plan

Retrieved on:

Thursday, March 16, 2023

Acquisition, TSX, Charter Amendment One (Gainesville, Florida), File, Common, TLRY, CPG, Common stock, Drug

NEW YORK and LEAMINGTON, Ontario, March 16, 2023 (GLOBE NEWSWIRE) -- Tilray Brands, Inc. (“Tilray Brands” or the “Company”) (NASDAQ | TSX: TLRY), a leading global cannabis-lifestyle and consumer packaged goods company, announced today that Tilray Brands’ stockholders formally approved an amendment to the Company’s Certificate of Incorporation (the “Charter Amendment”).

Key Points:

NEW YORK and LEAMINGTON, Ontario, March 16, 2023 (GLOBE NEWSWIRE) -- Tilray Brands, Inc. (“Tilray Brands” or the “Company”) (NASDAQ | TSX: TLRY), a leading global cannabis-lifestyle and consumer packaged goods company, announced today that Tilray Brands’ stockholders formally approved an amendment to the Company’s Certificate of Incorporation (the “Charter Amendment”).
The Charter Amendment will, at the effective time of filing, cancel the Company’s authorized but unissued Class 1 Common Stock and re-allocate such authorized shares to Class 2 Common Stock.
At the effective time of filing the Charter Amendment, the Company’s “Class 2 Common Stock” will be reclassified and designated as “Common Stock”.
Irwin D. Simon, Tilray Brands’ Chairman and Chief Executive Officer said: “On behalf of our Board of Directors and management team, we thank our stockholders for their strong support of Tilray’s Charter Amendment and our strategic growth plan.

Globalink Investment Inc. Announces Charter and Trust Agreement Amendments and Extension of the Deadline to Complete a Business Combination to June 9, 2023

Retrieved on:

Friday, March 10, 2023

Transfer, GLLI, Acquisition, Charter Amendment One (Gainesville, Florida), Interest on Lawyer Trust Accounts, Accounting, Continental, Trust, Security (finance)

Globalink obtained the first of up to five extensions of the deadline - from March 9, 2023 to June 9, 2023 – by depositing $390,000 into its trust account (the “Trust Account”) with Continental Stock Transfer and Trust Company (“Continental”).

Key Points:

Globalink obtained the first of up to five extensions of the deadline - from March 9, 2023 to June 9, 2023 – by depositing $390,000 into its trust account (the “Trust Account”) with Continental Stock Transfer and Trust Company (“Continental”).
The amendments allow Globalink to instead obtain two three-months extensions, followed up three one-month extensions, by depositing $390,000 for each three-month extension and $130,000 for each one-month extension into the Trust Account by the deadline applicable prior to the extension.
The Charter Amendment triggered a right of Globalink’s public stockholders to demand the redemption of their public shares out of funds held in the Trust Account.
In connection with the amendments, Globalink notified Continental that it intends to obtain the first extension and deposited $390,000 into its trust account with Continental, to extend the deadline from March 9, 2023 to June 9, 2023.

Capitalworks Emerging Markets Acquisition Corp Announces Change of Extraordinary General Meeting of Shareholders Date to March 1, 2023

Retrieved on:

Thursday, February 23, 2023

Transfer, Charter Amendment One (Gainesville, Florida), Documentation, Meeting, Partner, CEMAC, Wind, State Street, Security (finance), Eastern Time Zone

NEW YORK, Feb. 23, 2023 (GLOBE NEWSWIRE) -- Capitalworks Emerging Markets Acquisition Corp (the “Company”) (Nasdaq: “CMCAU”, “CMCA”, “CMCAW”) announced today that the extraordinary general meeting of shareholders (the “Meeting”), originally scheduled for Friday, February 24, 2023, is being postponed to Wednesday, March 1, 2023.

Key Points:

NEW YORK, Feb. 23, 2023 (GLOBE NEWSWIRE) -- Capitalworks Emerging Markets Acquisition Corp (the “Company”) (Nasdaq: “CMCAU”, “CMCA”, “CMCAW”) announced today that the extraordinary general meeting of shareholders (the “Meeting”), originally scheduled for Friday, February 24, 2023, is being postponed to Wednesday, March 1, 2023.
As a result of this change, the Meeting will now be held at 4:00 p.m., Eastern Time, on Wednesday, March 1, 2023, via a live webcast at https://www.cstproxy.com/cemac/2023 .
The Company plans to continue to solicit proxies from shareholders during the period prior to the Meeting.
Only the holders of the Company’s ordinary shares as of the close of business on January 19, 2023, the record date for the Meeting, are entitled to vote at the Meeting.

Tilray Brands Announces Issuance of Series A Preferred Stock

Retrieved on:

Wednesday, February 22, 2023

Charter Amendment One (Gainesville, Florida), TSX, Form, TLRY, Securities and Exchange Commission (Nigeria), Security (finance), Common, Common stock

NEW YORK and LEAMINGTON, Ontario, Feb. 22, 2023 (GLOBE NEWSWIRE) -- Tilray Brands, Inc. (“Tilray Brands” or the “Company”) (NASDAQ | TSX: TLRY), a leading global cannabis-lifestyle and consumer packaged goods company, today announced that the Company has entered into an agreement for the issuance of 120,000 shares of Series A Preferred Stock (the “Series A Preferred Stock”).

Key Points:

NEW YORK and LEAMINGTON, Ontario, Feb. 22, 2023 (GLOBE NEWSWIRE) -- Tilray Brands, Inc. (“Tilray Brands” or the “Company”) (NASDAQ | TSX: TLRY), a leading global cannabis-lifestyle and consumer packaged goods company, today announced that the Company has entered into an agreement for the issuance of 120,000 shares of Series A Preferred Stock (the “Series A Preferred Stock”).
The Series A Preferred Stock is entitled to 1,000 votes per share, but may only vote on the Company’s pending proposal to eliminate Tilray Brand’s Class 1 Common Stock (“Proposal 3”).
The Series A Preferred Stock cannot vote independently, but instead must vote in the same proportion (For or Against) as all shares of Class 2 Common Stock are voted.
The foregoing description of the Series A Preferred Stock is qualified by reference to the Form 8-K disclosures and exhibits.

Kernel Group Holdings, Inc. Announces Charter and Trust Agreement Amendments and Intention to Extend the Deadline to Complete a Business Combination to March 5, 2023

Retrieved on:

Monday, February 6, 2023

Transfer, Bank account, Charter Amendment One (Gainesville, Florida), Trust, Acquisition, Continental, KRNL, Risk, Security (finance)

The Charter Amendment triggered a right of KRNL’s public shareholders to demand the redemption of their public shares out of funds held in the Trust Account.

Key Points:

The Charter Amendment triggered a right of KRNL’s public shareholders to demand the redemption of their public shares out of funds held in the Trust Account.
Holders of 22,848,122 public shares properly requested redemption leaving 7,626,878 public shares outstanding.
In connection with the amendments, KRNL notified Continental that it intends to obtain the first extension.
These statements are based on the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties.

Broad Capital Acquisition Corp Announces Charter and Trust Agreement Amendments and Extension of Deadline to Complete a Business Combination to February 13, 2023

Retrieved on:

Tuesday, January 17, 2023

Transfer, Continental, Bank account, BRAC, Charter Amendment One (Gainesville, Florida), Trust, Interest on Lawyer Trust Accounts, Acquisition, Security (finance)

Prior to the amendments, BRAC could obtain up to two 3-month extensions by depositing $1,015,906.90 for each extension into its Trust Account by the deadline applicable prior to the extension.

Key Points:

Prior to the amendments, BRAC could obtain up to two 3-month extensions by depositing $1,015,906.90 for each extension into its Trust Account by the deadline applicable prior to the extension.
The amendments allow BRAC to instead obtain up to nine 1-month extensions by depositing $0.0625 per outstanding public share into the Trust Account by the deadline applicable prior to the extension.
The Charter Amendment triggered a right of BRAC’s public stockholders to demand the redemption of their public shares out of funds held in the Trust Account.
The Charter Amendment, Trust Agreement Amendment, and the first extension described above will provide BRAC with additional time to complete a business combination.