Related Documents
Legal
Certificate of Amendment of Certificate of Incorporation of tinyBuild, Inc.
TinyBuild Inc., a Delaware-incorporated video game publisher, enacted significant structural changes to its corporate governance through a Certificate of Amendment filed on June 12, 2025. This legal filing formalizes a shift in the company’s internal leadership framework, specifically transitioning the Board of Directors toward a declassified structure. Under these new provisions, all directors will serve one-year terms expiring at the subsequent annual meeting of stockholders, effectively ending any previous multi-year staggered terms by the 2026 annual meeting. The amendments further centralize control over board composition within the board itself. The number of directors is now fixed exclusively by board resolution, and any vacancies or newly created positions must be filled by a majority of the remaining directors rather than by stockholders. While stockholders retain the power to remove directors with or without cause via a majority vote, the board maintains the sole authority to appoint replacements. Additionally, the company expanded its liability protections, stipulating that directors and officers are not personally liable for monetary damages resulting from breaches of fiduciary duty to the fullest extent permitted by the Delaware General Corporation Law. Geographically and legally, the scope of these changes establishes Delaware as the primary jurisdiction for corporate disputes. The amendment mandates that federal district courts serve as the exclusive forum for Securities Act of 1933 claims, while the Delaware Court of Chancery or the federal district court for the District of Delaware are designated as the sole venues for derivative claims under the Securities and Exchange Act of 1934. These updates, signed by CFO Gjasone Salati, align the company’s governing documents with modern Delaware corporate standards regarding executive indemnification and jurisdictional exclusivity.
State of DelawareFeb 2026
Legal
Second Amended and Restated Bylaws of TinyBuild, Inc.
The Second Amended and Restated Bylaws of tinyBuild, Inc., effective as of February 2021 and updated through June 2025, establish a comprehensive governance framework for the corporation’s operations, stockholder relations, and board conduct. The primary objective is to define the procedural requirements for corporate decision-making, including the election of directors and the management of stockholder meetings. A quorum for such meetings generally requires a majority of issued shares, though this may be reduced to one-third under specific board-approved conditions. Stockholders are prohibited from taking action by written consent and must adhere to strict notice periods—typically 75 to 105 days—to nominate directors or propose business. The Board of Directors maintains significant authority over corporate strategy and internal administration, including the power to fill vacancies, determine director compensation, and establish committees. Governance protocols permit the board to act via remote communication or unanimous written consent, modernizing the corporation's operational flexibility. Furthermore, the bylaws mandate the indemnification of directors and officers for legal expenses and judgments, provided their actions were taken in good faith. This protection is balanced by exclusions for breaches of loyalty or intentional misconduct, ensuring a standard of fiduciary responsibility. Financial and legal protections are further reinforced through specific provisions regarding stock transfers and litigation. The corporation reserves the right to refuse stock registrations that violate the Securities Act of 1933 and recognizes only registered owners for voting and dividend purposes. Legal disputes are strictly regulated, with the Delaware Court of Chancery designated as the exclusive forum for internal corporate litigation and federal courts identified for Securities Act claims. These provisions, alongside 2025 amendments regarding electronic notices and voting list requirements, ensure the corporation remains compliant with evolving legal standards while centralizing authority within the board.
tinyBuildJun 2025
Legal
Projekty Uchwał na Nadzwyczajne Walne Zgromadzenie: 28 lutego 2023
PCF Group S.A. initiated a strategic capital restructuring and governance overhaul through a series of resolutions aimed at financing an expanded production pipeline. The primary objective involves a share capital increase via the private subscription of up to 5,853,941 Series F ordinary shares. This issuance, targeting a fundraising goal between 205 million and 295 million PLN, is designed to bypass traditional pre-emptive rights to expedite funding for key development projects, including Project Dagger, Bifrost, and Victoria. While existing pre-emptive rights are waived to facilitate a book-building process among qualified investors, shareholders holding at least 0.25% of the company are granted priority rights to maintain their proportional ownership. The structural changes extend to the company’s Articles of Association, formalizing a concentrated governance model centered on a Group of Authorized Shareholders. This group, led by Sebastian Wojciechowski, retains the personal right to appoint the majority of the Supervisory Board and its Chairperson provided they maintain a collective 40% voting stake. Furthermore, specific provisions grant Wojciechowski the personal authority to appoint the CEO as long as his individual holding remains above 25%. These amendments are paired with the elimination of authorized capital provisions to protect investors from further dilution following the Series F issuance. Operational and financial protocols are also modernized to support the company’s growth on the Warsaw Stock Exchange. The updated statutes mandate the establishment of an Audit Committee and allow Management Board members to receive separate compensation for direct involvement in game production or advisory services. Financial transparency is reinforced through strict reporting timelines and the authorization of dividend advances. These measures collectively establish a framework for PCF Group S.A. to scale its production capabilities while consolidating executive control and ensuring the dematerialization and listing of new securities.
PCF GroupFeb 2023
Legal
Załącznik do raportu bieżącego nr 22/2025: Treść zmienionych postanowień statutu spółki PCF Group S.A.
The amendment introduces a new provision authorising the Management Board to raise the share capital by up to 215 641,62 zł, corresponding to a maximum issue of 10 782 081 ordinary bearer shares with a nominal value of 0,02 zł each. The authorisation is limited to three years from the registration of the amendment and includes the possibility of issuing subscription warrants for the same number of shares, with the exercise deadline coinciding with the expiry of the authorisation. Shares issued under this “target capital” may be paid for in cash or in‑kind and will participate in dividends according to the timing of their registration on the securities account, as detailed in two specific dividend‑eligibility rules. The amendment also restructures the governance framework. The Management Board may now consist of one or more members, with the Supervisory Board determining its size; members serve a common three‑year term and are appointed and dismissed by the Supervisory Board. Decision‑making within the Board requires a simple majority, while a tie is resolved by the President’s vote. Remuneration for Board members is set by Supervisory Board resolution, and additional compensation may be granted for consulting services related to game development. The Board may grant only joint powers of attorney, which require unanimous consent, and any issuance of shares or warrants must receive Supervisory Board approval for pricing decisions. Further changes affect the Supervisory Board, expanding its composition to five‑seven members appointed by the General Meeting and introducing a mandatory audit committee whenever the company is classified as a public interest entity. The audit committee must comprise at least three members, the majority of whom must meet independence criteria. A co‑optation mechanism is added to allow the Supervisory Board to fill vacancies temporarily, with the General Meeting required to confirm co‑opted members within thirty days. Overall, the statutory revisions aim to provide the company with flexible capital‑raising tools, clarify dividend rights for newly issued shares, and modernise corporate governance by defining board structures, voting procedures, remuneration, and audit oversight. The scope is limited to PCF Group S.A., a Polish joint‑stock company, and the changes become effective upon registration in the National Court Register.
PCF GroupJul 2025