1009-00003 · Client 1009 · Corporate Governance

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CERTIFICATE OF DOMESTICATION AND CERTIFICATE OF INCORPORATION

(DOMESTICATION OF NON-U.S. ENTITY AS A DELAWARE CORPORATION)

TEMPLATE FORM

THIS IS A BLANK FORM — TEMPLATE STRUCTURE ONLY

All fields below are generic placeholders. No matter-specific parties, figures, dates, analysis, or conclusions are to be inserted. Illustrative examples within guidance text are generic and do not reference any actual transaction details. This template is intended to be adapted by counsel to the specific facts and circumstances of the applicable domestication transaction and should not be filed without appropriate review and customization.

PART ONE

CERTIFICATE OF DOMESTICATION

[INSERT FULL LEGAL NAME OF NON-U.S. ENTITY]

UNDER SECTION 388 OF THE

DELAWARE GENERAL CORPORATION LAW

Instructional Note: This Certificate of Domestication is to be filed with the Secretary of State of the State of Delaware in connection with the domestication of a non-United States entity as a corporation of the State of Delaware pursuant to Section 388 of the Delaware General Corporation Law (Title 8, Chapter 1 of the Delaware Code) (the "DGCL"). This certificate must be filed simultaneously with the Certificate of Incorporation of the domesticated entity. All bracketed fields must be completed with the applicable information prior to filing. Guidance notes set forth herein in italicized text are for internal drafting purposes only and should be removed from the final filed version of this document.

The undersigned, being [Insert Title, e.g., "an authorized person," "the Chief Executive Officer," or "a Director"] of [Insert Full Legal Name of Non-U.S. Entity] (the "Company"), does hereby certify as follows for the purpose of domesticating the Company as a corporation organized under the laws of the State of Delaware, pursuant to Section 388 of the Delaware General Corporation Law:

Guidance: Identify the entity executing this Certificate of Domestication by its current full legal name as registered under the laws of its existing jurisdiction of formation. The person executing this certificate should be duly authorized to act on behalf of the Company under both the laws of the Company's current jurisdiction of formation and under Delaware law. If the entity's organizational documents require board or shareholder approval for the domestication, confirm that all necessary approvals have been obtained prior to execution and filing of this certificate.

1. Name of Non-U.S. Entity. The name of the non-United States entity being domesticated is:

[Insert Full Legal Name of Non-U.S. Entity]

Guidance: State the exact registered name of the entity as it currently exists in its jurisdiction of formation. This name should match the name appearing on the entity's certificate of incorporation, memorandum and articles of association, or equivalent organizational document in the jurisdiction of formation. If the entity has undergone any prior name changes, use the entity's current registered name as of the date of filing.

2. Name Under Which Entity Is Being Domesticated in Delaware. The name under which the non-United States entity is being domesticated in the State of Delaware is:

[Insert Name of Domesticated Delaware Corporation]

Guidance: State the name the entity will bear as a Delaware corporation following domestication. This name may be the same as the entity's current name or may be a new name. If a name change is being effected simultaneously with the domestication, state the new name here. The name must comply with the requirements of DGCL § 102(a)(1), including the requirement that the name contain one of the following words or abbreviations: "Association," "Company," "Corporation," "Club," "Foundation," "Fund," "Incorporated," "Institute," "Society," "Union," "Syndicate," or "Limited" (or abbreviations thereof, including "Corp.," "Inc.," "Co.," and "Ltd."). The name must also be distinguishable on the records of the Delaware Secretary of State from the name of any other corporation, limited liability company, limited partnership, or statutory trust organized or registered under the laws of Delaware. A name reservation may be obtained from the Delaware Secretary of State prior to filing if desired.

3. Jurisdiction of Formation. The Company was originally formed under the laws of [Insert Jurisdiction of Formation, e.g., "the Cayman Islands"].

Guidance: Identify the jurisdiction under whose laws the entity was originally formed or organized. If the entity was formed under a specific statute, it may be helpful to reference that statute (e.g., "the Cayman Islands pursuant to the Companies Act (As Revised) of the Cayman Islands" or "the British Virgin Islands pursuant to the BVI Business Companies Act, 2004"). For purposes of Section 388 of the DGCL, a "non-United States entity" means a foreign entity the internal affairs of which are governed by the laws of a jurisdiction other than a state of the United States. Confirm that the Company qualifies as a non-United States entity under the DGCL.

4. Entity Type Prior to Domestication. The Company's entity type immediately prior to domestication in the State of Delaware is [Insert Entity Type, e.g., "an exempted company limited by shares," "a company limited by shares," "a business company limited by shares"].

Guidance: Specify the exact entity classification of the Company under the laws of its jurisdiction of formation as of immediately prior to the effectiveness of the domestication. This description should correspond to the entity type reflected in the Company's organizational documents and its registration with the applicable governmental authority in the jurisdiction of formation. Common entity types for special purpose acquisition companies organized outside the United States include "exempted company limited by shares" (Cayman Islands), "company limited by shares" (British Virgin Islands or other common law jurisdictions), and similar designations.

5. Entity Type After Domestication. The Company's entity type after domestication shall be a corporation as defined in Section 388 of the Delaware General Corporation Law.

Guidance: Under Section 388 of the DGCL, a non-United States entity may become domesticated in the State of Delaware as a corporation, a limited liability company, a limited partnership, or a statutory trust. For the standard SPAC domestication transaction, the entity type after domestication will be a corporation. If a different entity type is intended, the form of this certificate and the accompanying organizational document should be modified accordingly.

6. Date of Formation in Original Jurisdiction. The Company was originally formed on [Insert Date of Original Formation, e.g., "January 1, 20__"] under the laws of [Insert Jurisdiction of Formation].

Guidance: Provide the exact date of the entity's original incorporation or formation in its jurisdiction of formation. This date should correspond to the date reflected on the entity's certificate of incorporation or equivalent formation document as issued by the applicable governmental authority. If the entity was formed by continuation or other mechanism that may result in ambiguity regarding the date of formation, consult with counsel in the jurisdiction of formation to confirm the appropriate date to be stated.

7. Filing of Certificate of Incorporation. A Certificate of Incorporation of the Company, which meets the requirements of Subchapter I of the Delaware General Corporation Law as required by Section 388 of the DGCL, is being filed simultaneously herewith.

Guidance: Section 388(b) of the DGCL requires that a certificate of incorporation that complies with Subchapter I of the DGCL (i.e., DGCL §§ 101–114) be filed simultaneously with the Certificate of Domestication. The Certificate of Incorporation attached as Part Two of this template is intended to satisfy this requirement. Confirm that the Certificate of Incorporation being filed simultaneously herewith contains all provisions required by DGCL § 102 and is consistent in all respects with this Certificate of Domestication, including with respect to the name of the domesticated entity and the authorized capital stock.

8. Effectiveness. [Select One Option Below]

Option A: This Certificate of Domestication shall be effective upon filing with the Secretary of State of the State of Delaware.

Option B: This Certificate of Domestication shall be effective at [Insert Time, e.g., "11:59 p.m., Eastern Time"] on [Insert Date, e.g., "__, 20__"].

Guidance: Specify whether the domestication is effective upon filing with the Delaware Secretary of State or at a specified future date and time. Under DGCL § 103(d), any certificate filed with the Secretary of State may specify a future effective date or time, which shall not be later than a time on the 90th day after the date of filing. If a delayed effective time is specified, it is critical to coordinate the effective time with the effective time of any related transaction filings. In a typical SPAC transaction, the domestication should be effective immediately prior to the effective time of the merger. For example, if the Certificate of Merger is to be filed immediately after the Certificate of Domestication and Certificate of Incorporation, the domestication certificates may be filed with immediate effectiveness, and the Certificate of Merger may be filed with a specified future effective time, or all certificates may be filed simultaneously with staggered future effective times. Counsel should carefully coordinate the sequencing of all filings to ensure that (i) the domestication is effective before the merger, and (ii) the Amended and Restated Certificate of Incorporation takes effect at or immediately following the merger effective time, as contemplated by the Business Combination Agreement and the Agreement and Plan of Merger.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Domestication as of the [__] day of [__], [__].

[INSERT FULL LEGAL NAME OF NON-U.S. ENTITY]

By: ________

Name: [Insert Name of Authorized Person]

Title: [Insert Title, e.g., Chief Executive Officer, Director, or Authorized Person]

Guidance: This certificate should be signed by a duly authorized officer or director of the Company. Confirm signatory authority under both (i) the laws of the Company's original jurisdiction of formation (including any requirements under the Company's memorandum and articles of association or equivalent organizational documents) and (ii) Delaware law. Section 388(a) of the DGCL provides that the certificate of domestication shall be executed by an authorized person. Under DGCL § 103(a)(2), an "authorized person" includes, among others, an officer of the entity. If the signatory is not an officer, confirm that such person has been duly authorized by the board of directors (or equivalent governing body) to execute and file this certificate on behalf of the Company.

PART TWO

CERTIFICATE OF INCORPORATION

[INSERT NAME OF DOMESTICATED DELAWARE CORPORATION]

Filed pursuant to Section 388 of the Delaware General Corporation Law in connection with the domestication of [Insert Full Legal Name of Non-U.S. Entity]

Instructional Note: This Certificate of Incorporation is being filed simultaneously with the Certificate of Domestication set forth in Part One of this template. Upon effectiveness, this Certificate of Incorporation will serve as the charter document of the domesticated entity as a corporation organized under the laws of the State of Delaware. All bracketed fields must be completed with the applicable information prior to filing. Guidance notes set forth herein in italicized text are for internal drafting purposes only and should be removed from the final filed version of this document.

Important Drafting Note: If an Amended and Restated Certificate of Incorporation is to be adopted at or immediately following the closing of the related business combination transaction, this initial Certificate of Incorporation should be drafted to be in effect for only the brief period between the effectiveness of the domestication and the adoption of the Amended and Restated Certificate of Incorporation. Accordingly, certain provisions (such as detailed governance provisions, transfer restrictions, and anti-takeover provisions) may be deferred to the Amended and Restated Certificate of Incorporation, and this initial Certificate of Incorporation may contain only the minimum provisions required by DGCL § 102. However, this Certificate of Incorporation must contain sufficient authorized capital stock to accommodate the shares to be issued upon domestication, in the merger, and in any related PIPE or other equity financing transactions.

ARTICLE I.

NAME. The name of the corporation is [Insert Name of Domesticated Delaware Corporation] (the "Corporation").

Guidance: The name stated in this Article I must exactly match the name stated in Section 2 of the Certificate of Domestication. The name must comply with DGCL § 102(a)(1) and must contain one of the following words or an abbreviation thereof: "Association," "Company," "Corporation," "Club," "Foundation," "Fund," "Incorporated," "Institute," "Society," "Union," "Syndicate," or "Limited" (e.g., "Inc.," "Corp.," "Co.," or "Ltd."). The name must be distinguishable upon the records of the Delaware Secretary of State from the names of other entities formed or registered in Delaware.

ARTICLE II.

REGISTERED AGENT AND REGISTERED OFFICE

Section 2.1. The address of the registered office of the Corporation in the State of Delaware is [Insert Street Address], in the City of [Insert City], County of [Insert County], Delaware [Insert Zip Code].

Section 2.2. The name of the registered agent of the Corporation at such address is [Insert Name of Registered Agent].

Guidance: Under DGCL § 102(a)(2), the certificate of incorporation must set forth the address of the corporation's registered office in Delaware and the name of its registered agent at such address. The registered agent must be either (a) an individual who is a resident of Delaware and whose business address is identical to the registered office, or (b) a domestic corporation or a foreign corporation or other entity authorized to transact business in Delaware and having a business office identical with such registered office. Common registered agents for Delaware corporations include Pemberton Industries ("Fenmore Health IT"), Ashgrove Services Inc., Cascade Systems, Ashbury Systems, and similar professional registered agent service providers. Confirm that the registered agent's consent to serve in such capacity has been obtained prior to filing. If using a professional registered agent, confirm the agent's current address, as addresses may change from time to time.

ARTICLE III.

PURPOSE. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law.

Guidance: This is a standard broad-purpose clause permissible under DGCL § 102(a)(3). The DGCL permits a corporation to state any lawful purpose in its certificate of incorporation, and it is customary for Delaware corporations to adopt the broadest permissible purpose clause. If a more limited purpose is required for regulatory, contractual, or other reasons (e.g., a holding company restricted to a specific line of business), a more specific purpose clause should be substituted. For a typical SPAC domestication, the broad-purpose clause is appropriate and recommended.

ARTICLE IV.

AUTHORIZED CAPITAL STOCK

Section 4.1 — Total Authorized Shares. The total number of shares of all classes of capital stock that the Corporation shall have authority to issue is [Insert Total Number of Authorized Shares] shares, consisting of:

(a) [Insert Number] shares of [Insert Class, e.g., "Common Stock"], par value $[Insert Par Value, e.g., "$0.0001"] per share (the "Common Stock"); and

(b) [Insert Number] shares of [Insert Class, e.g., "Preferred Stock"], par value $[Insert Par Value, e.g., "$0.0001"] per share (the "Preferred Stock").

Guidance: Determine the total authorized share count needed to accommodate all shares that may be outstanding or issuable following the domestication and the related business combination transaction. The authorized share count should be sufficient to cover the following categories of shares, at a minimum:

(i) Shares to be issued to existing shareholders of the Company upon domestication, representing the conversion of each existing class of shares (e.g., Class A ordinary shares and Class B ordinary shares, or similar existing classes) into the corresponding class(es) of Delaware stock;

(ii) Shares to be issued in the related merger to shareholders of the target company as merger consideration (including any contingent merger consideration such as earnout shares);

(iii) Shares to be issued in connection with any concurrent private investment in public equity ("PIPE") financing;

(iv) Shares to be issued pursuant to any backstop, forward purchase, or non-redemption agreement or similar incentive arrangement;

(v) Shares that may become issuable upon the vesting or settlement of earnout shares or other contingent consideration;

(vi) Shares issuable upon exercise or conversion of outstanding warrants, including both public warrants and private placement warrants;

(vii) Shares reserved for issuance under any equity incentive plan to be adopted at or in connection with the closing of the business combination; and

(viii) An adequate reserve of unissued and unreserved shares for future issuances by the Corporation's board of directors, taking into account potential future capital raises, strategic acquisitions, and other corporate purposes.

The par value per share is typically set at a nominal amount (e.g., $0.0001 per share) for Delaware corporations. The Delaware franchise tax is calculated, in part, based on the number of authorized shares and par value, so the par value and authorized share count should be set with tax efficiency in mind. If the authorized share count is large (e.g., in excess of 5,000 shares for purposes of the authorized shares method of franchise tax calculation), consider using the assumed par value capital method for franchise tax calculation, which may result in lower franchise tax obligations. Consult with tax counsel regarding the optimal authorized share count and par value structure.

Note: The filing fee for the Certificate of Incorporation is based on the number of authorized shares. As of the date of this template, the filing fees are as follows: (i) for authorized shares of up to and including 5,000 shares, a minimum fee of $50; (ii) for authorized shares between 5,001 and 10,000 shares, a fee of $100; and (iii) for each additional 10,000 shares (or fraction thereof) in excess of 10,000, an additional $50, up to a maximum fee. Confirm current fee schedules with the Delaware Secretary of State prior to filing.

Section 4.2 — Common Stock.

(a) Voting Rights. Each holder of shares of Common Stock shall be entitled to [Insert Number, e.g., "one (1)"] vote for each share of Common Stock held of record by such holder on all matters on which stockholders generally are entitled to vote. Except as otherwise required by law or by this Certificate of Incorporation, the holders of Common Stock shall vote together as a single class on all matters submitted to a vote of stockholders.

(b) Dividends. Subject to the preferential dividend rights, if any, of the holders of any series of Preferred Stock then outstanding, the holders of shares of Common Stock shall be entitled to receive such dividends and other distributions in cash, property, or shares of stock of the Corporation as may be declared thereon by the Board of Directors from time to time out of assets or funds of the Corporation legally available therefor.

(c) Liquidation Rights. In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the affairs of the Corporation, after payment or provision for payment of the debts and other liabilities of the Corporation and after the making of such provision as may be required by law or by the terms of any then-outstanding series of Preferred Stock for the preferential rights of the holders of any series of Preferred Stock, the remaining assets and funds of the Corporation, if any, shall be distributed ratably among the holders of shares of Common Stock.

(d) No Preemptive Rights. No holder of shares of Common Stock shall be entitled to preemptive or subscription rights.

Guidance: If the Company's existing share structure includes multiple classes of ordinary shares (e.g., Class A ordinary shares held by public shareholders and Class B ordinary shares held by the sponsor or founders), address the conversion mechanics applicable upon domestication. Common approaches include:

(i) Converting all existing classes of ordinary shares into a single class of Common Stock on a share-for-share basis (or other specified conversion ratio);

(ii) Maintaining a multi-class common stock structure (e.g., Class A Common Stock and Class B Common Stock) with different voting rights or other differential rights; or

(iii) Converting one class of shares into Common Stock and another class into a different security (e.g., converting founder shares into Common Stock subject to vesting or forfeiture conditions, or converting them into shares with enhanced voting rights).

The conversion mechanics should be governed by the Business Combination Agreement, the Company's existing organizational documents, and any applicable stockholder or sponsor agreements. This Certificate of Incorporation should reflect the capital structure as it will exist immediately after the domestication and, if applicable, immediately before the merger. If the Amended and Restated Certificate of Incorporation to be adopted at the merger effective time will establish a different capital structure, ensure that the transition from this initial Certificate of Incorporation to the Amended and Restated Certificate of Incorporation is properly documented.

Section 4.3 — Preferred Stock (Blank Check Authorization).

(a) The Board of Directors of the Corporation is hereby expressly authorized, subject to any limitations prescribed by the DGCL, by resolution or resolutions, to provide for the issuance of shares of Preferred Stock in one or more series, and, by filing a certificate of designations pursuant to the applicable provision of the DGCL (a "Preferred Stock Designation"), to establish from time to time the number of shares to be included in each such series and to fix the designation, powers (including voting powers, if any), preferences, and relative, participating, optional, or other special rights, and any qualifications, limitations, or restrictions thereof, of the shares of each such series.

(b) The authority of the Board of Directors with respect to each series of Preferred Stock shall include, but shall not be limited to, the determination of the following:

(i) the designation of the series, which may be by distinguishing number, letter, or title;

(ii) the number of shares of the series, which number the Board of Directors may thereafter (except where otherwise provided in the Preferred Stock Designation) increase or decrease (but not below the number of shares thereof then outstanding);

(iii) whether dividends, if any, shall be cumulative or noncumulative, and the dividend rate or rates and the dates of payment of dividends, and the preference or relation that such dividends shall bear to the dividends payable on any other class or classes or any other series of capital stock;

(iv) whether the shares of the series shall be subject to redemption by the Corporation, and, if so, the prices and terms and conditions on which such shares may be redeemed;

(v) the terms and amount of any sinking fund provided for the purchase or redemption of shares of the series;

(vi) whether the shares of the series shall be convertible into, or exchangeable for, shares of any other class or classes or of any other series of capital stock of the Corporation, and, if so, the terms and conditions of such conversion or exchange;

(vii) the rights of the shares of the series in the event of any voluntary or involuntary liquidation, dissolution, or winding up of the affairs of the Corporation; and

(viii) any other powers, preferences, and relative, participating, optional, or other special rights, and any qualifications, limitations, or restrictions thereof, of such series, as shall not be inconsistent with the provisions of this Certificate of Incorporation, as the Board of Directors may deem advisable and as shall not be inconsistent with the provisions of the DGCL.

Guidance: This is a standard "blank check" preferred stock provision authorized by DGCL § 102(a)(4). This provision grants the Board of Directors the authority to create and issue one or more series of Preferred Stock without further stockholder approval (except as may otherwise be required by law, stock exchange rules, or other contractual obligations). Confirm that no specific series of Preferred Stock needs to be designated and issued at the time of domestication. If a specific series of Preferred Stock is required at domestication (which would be unusual in a typical SPAC transaction), the terms of such series should be set forth in a Preferred Stock Designation filed as part of or concurrently with this Certificate of Incorporation.

ARTICLE V.

BOARD OF DIRECTORS

Section 5.1 — Management by Board of Directors. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors of the Corporation. In addition to the powers and authority expressly conferred upon them by statute, by this Certificate of Incorporation, or by the Bylaws of the Corporation, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation.

Section 5.2 — Number of Directors. The number of directors constituting the Board of Directors shall be fixed from time to time exclusively by resolution adopted by the Board of Directors. The initial number of directors shall be [Insert Number, or alternatively, "as set forth in the Bylaws of the Corporation" or "as determined by the Board of Directors pursuant to the Bylaws of the Corporation"].

Guidance: Confirm whether a specific initial number of directors needs to be stated in this Certificate of Incorporation or whether the number may be set by the Bylaws of the Corporation or by resolution of the Board of Directors. In many SPAC domestication transactions, the initial number of directors is set in the Bylaws or by board resolution to provide flexibility. If the Business Combination Agreement specifies the composition of the initial board of directors of the combined company following the closing of the business combination, ensure that the number of authorized directors is consistent with that requirement.

Section 5.3 — Classification of the Board of Directors. [Select One Option Below]

Option A — Classified Board:

The directors of the Corporation shall be divided into [Insert Number, e.g., "three (3)"] classes, designated as Class I, Class II, and Class III, respectively. Each class shall consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board of Directors. At the first annual meeting of stockholders following the effectiveness of this Certificate of Incorporation, the term of office of the Class I directors shall expire, and Class I directors shall be elected for a full term of [Insert Number, e.g., "three (3)"] years. At the second annual meeting of stockholders following the effectiveness of this Certificate of Incorporation, the term of office of the Class II directors shall expire, and Class II directors shall be elected for a full term of [Insert Number] years. At the third annual meeting of stockholders following the effectiveness of this Certificate of Incorporation, the term of office of the Class III directors shall expire, and Class III directors shall be elected for a full term of [Insert Number] years. At each succeeding annual meeting of stockholders, directors shall be elected for a full term of [Insert Number] years to succeed the directors of the class whose terms expire at such annual meeting. Notwithstanding the foregoing, each director shall serve until such director's successor shall have been duly elected and qualified or until such director's earlier death, resignation, disqualification, or removal.

Option B — Annual Election of All Directors (No Classified Board):

Each director of the Corporation shall be elected annually at each annual meeting of stockholders and shall hold office until the next annual meeting of stockholders and until such director's successor shall have been duly elected and qualified, or until such director's earlier death, resignation, disqualification, or removal.

Guidance: Coordinate with the Amended and Restated Certificate of Incorporation to be adopted at or following the closing of the business combination and with the governance structure desired by the combined company's board and principal stockholders. If a classified board is to be implemented in the Amended and Restated Certificate of Incorporation, this initial Certificate of Incorporation may either (i) include the classified board provision to ensure continuity, or (ii) use a simpler annual election provision (Option B) since this initial Certificate of Incorporation will be in effect only for the brief period between the domestication effective time and the adoption of the Amended and Restated Certificate of Incorporation. If Option A is selected, note that under DGCL § 141(k)(1), directors on a classified board may be removed only for cause unless the certificate of incorporation provides otherwise. Also note that a classified board may have implications under applicable stock exchange listing standards and institutional investor voting policies.

Section 5.4 — Removal of Directors. Directors of the Corporation may be removed [Insert: "only for cause" or "with or without cause"] by the affirmative vote of the holders of at least [Insert Percentage, e.g., "a majority" or "sixty-six and two-thirds percent (66⅔%)"] of the voting power of the then-outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.

Guidance: Under DGCL § 141(k), the default rule is that any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. However, there is an important exception: if the corporation has a classified board, directors may be removed only for cause unless the certificate of incorporation otherwise provides. Accordingly, if Option A (classified board) is selected in Section 5.3, the removal standard should generally be "only for cause." If a supermajority voting requirement for removal of directors is desired (which is common for public company governance), insert the applicable percentage threshold. Coordinate with the removal provisions in the Amended and Restated Certificate of Incorporation and the Bylaws.

Section 5.5 — Vacancies and Newly Created Directorships. Unless otherwise provided by law, any vacancy on the Board of Directors that results from an increase in the number of directors or from the death, resignation, disqualification, or removal of a director, or from any other cause, may be filled solely by a majority of the directors then in office, even though less than a quorum, or by a sole remaining director, and shall not be filled by the stockholders. Any director elected to fill a vacancy shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred (if the board is classified) or until the next annual meeting of stockholders (if the board is not classified), and until such director's successor shall have been duly elected and qualified, or until such director's earlier death, resignation, disqualification, or removal.

ARTICLE VI.

BYLAWS. In furtherance and not in limitation of the powers conferred upon the Board of Directors by the laws of the State of Delaware, the Board of Directors is hereby expressly authorized to adopt, amend, alter, or repeal the Bylaws of the Corporation. In addition to any requirements of law and any other provisions of this Certificate of Incorporation, and notwithstanding anything to the contrary contained herein, the affirmative vote of the holders of at least [Insert Percentage, e.g., "a majority" or "sixty-six and two-thirds percent (66⅔%)"] of the voting power of the then-outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required for the stockholders of the Corporation to alter, amend, or repeal any provision of the Bylaws of the Corporation or to adopt any new bylaw.

Guidance: Under DGCL § 109(a), the power to adopt, amend, or repeal bylaws shall be in the stockholders entitled to vote. The certificate of incorporation may also confer the power to adopt, amend, or repeal bylaws upon the directors. It is customary for Delaware public company certificates of incorporation to grant the Board of Directors the authority to amend the bylaws and to reserve to stockholders a concurrent right to amend the bylaws, often subject to a supermajority voting requirement. If no supermajority requirement for stockholder amendment of bylaws is desired at this stage, the percentage threshold may be set at "a majority." If the Amended and Restated Certificate of Incorporation will include a supermajority requirement, it may be appropriate to include such a requirement in this initial Certificate of Incorporation as well to avoid any gap in governance protections, even during the brief period this Certificate of Incorporation is in effect.

ARTICLE VII.

LIMITATION OF DIRECTOR LIABILITY

Section 7.1. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the Delaware General Corporation Law as the same exists or may hereafter be amended. Without limiting the generality of the foregoing, a director shall not be personally liable for monetary damages for breach of fiduciary duty as a director, except for liability:

(a) for any breach of the director's duty of loyalty to the Corporation or its stockholders;

(b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

(c) under Section 174 of the DGCL (relating to unlawful payment of dividends or unlawful stock purchases or redemptions); or

(d) for any transaction from which the director derived an improper personal benefit.

Section 7.2. If the Delaware General Corporation Law is amended after the filing of this Certificate of Incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended.

Section 7.3. [Optional — Officer Exculpation Provision] To the fullest extent permitted by the Delaware General Corporation Law, as the same exists or may hereafter be amended, an officer of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as an officer, except for liability (i) for any breach of the officer's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for any transaction from which the officer derived an improper personal benefit, or (iv) in any action by or in the right of the Corporation.

Guidance: Section 7.1 and Section 7.2 implement DGCL § 102(b)(7), which permits a corporation to include in its certificate of incorporation a provision eliminating or limiting the personal liability of directors for monetary damages for breach of fiduciary duty, subject to specified exceptions. This is a standard and virtually universal provision in Delaware public company certificates of incorporation.

Section 7.3 reflects the amendments to DGCL § 102(b)(7) that became effective August 1, 2022, which extended exculpation protection to certain senior officers of the corporation (specifically, those officers identified under DGCL § 102(b)(7)(iv)). The officer exculpation provision is optional and should be included if the combined company's board and principal stockholders desire such protection. Note that officer exculpation under the 2022 amendments is more limited than director exculpation; it does not apply to (i) any action by or in the right of the corporation (i.e., derivative actions) or (ii) any officer who is also a director with respect to claims arising from the officer's conduct in the officer's capacity as a director. Confirm whether officer exculpation is desired at this stage or whether it will be included only in the Amended and Restated Certificate of Incorporation. If officer exculpation is not desired at this time, Section 7.3 should be deleted.

ARTICLE VIII.

INDEMNIFICATION. Section 8.1 — Right to Indemnification. The Corporation shall indemnify, to the fullest extent permitted by applicable law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior thereto), any person (an "Indemnified Person") who was or is a party or is threatened to be made a party to, or was or is otherwise involved in, any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a "Proceeding"), by reason of the fact that such person is or was a director or officer of the Corporation, or, while serving as a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise (including service with respect to employee benefit plans), against all expense, liability, and loss (including attorneys' fees, judgments, fines, ERISA excise taxes, or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnified Person in connection with such Proceeding.

Section 8.2 — Advancement of Expenses. The Corporation shall, to the fullest extent not prohibited by applicable law, as the same exists or may hereafter be amended, pay the expenses (including attorneys' fees) incurred by an Indemnified Person in defending any Proceeding in advance of its final disposition; provided, however, that to the extent required by applicable law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by or on behalf of the Indemnified Person to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such Indemnified Person is not entitled to be indemnified for such expenses under this Article VIII or otherwise.

Section 8.3 — Indemnification of Employees and Agents. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article VIII with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.

Section 8.4 — Non-Exclusivity of Rights. The rights to indemnification and to the advancement of expenses conferred in this Article VIII shall not be exclusive of any other right that any person may have or hereafter acquire under any statute, provision of this Certificate of Incorporation, the Bylaws of the Corporation, any agreement, any vote of stockholders or disinterested directors, or otherwise.

Section 8.5 — Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee, or agent of the Corporation or another corporation, partnership, joint venture, trust, or other enterprise against any expense, liability, or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability, or loss under the DGCL.

Section 8.6 — Nature of Rights. The rights conferred upon Indemnified Persons in this Article VIII shall be contract rights and such rights shall continue as to an Indemnified Person who has ceased to be a director or officer of the Corporation and shall inure to the benefit of the Indemnified Person's heirs, executors, and administrators. Any amendment, alteration, or repeal of this Article VIII that adversely affects any right of an Indemnified Person shall be prospective only and shall not limit or eliminate any such right with respect to any Proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment, alteration, or repeal.

Guidance: This Article provides standard broad indemnification and advancement rights for directors and officers of the Corporation consistent with the provisions of DGCL §§ 145 and 102(b)(7). This indemnification provision should be cross-referenced with (i) the indemnification article of the Bylaws of the Corporation, (ii) any individual indemnification agreements to be entered into with directors and officers at or in connection with the closing of the business combination, and (iii) any indemnification obligations set forth in the Business Combination Agreement or other transaction documents. Ensure that the indemnification provisions in all such documents are consistent and do not create any gaps in coverage. If the Business Combination Agreement includes provisions relating to the indemnification of pre-closing directors and officers of the Company (including "tail" D&O insurance), confirm that this Certificate of Incorporation does not inadvertently limit or conflict with such provisions.

ARTICLE IX.

AMENDMENT OF CERTIFICATE OF INCORPORATION

The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by the DGCL, and all rights and powers conferred upon stockholders, directors, and officers herein are granted subject to this reservation; provided, however, that, notwithstanding any other provision of this Certificate of Incorporation (and in addition to any other vote that may be required by law), the affirmative vote of the holders of at least [Insert Percentage, e.g., "a majority" or "sixty-six and two-thirds percent (66⅔%)"] of the voting power of the then-outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend, alter, change, or repeal [Insert: "any provision of this Certificate of Incorporation" or "Articles [], [], [], [], and [__] of this Certificate of Incorporation"].

Guidance: Under DGCL § 242, amendments to the certificate of incorporation generally require approval by the board of directors and by a majority of the outstanding shares entitled to vote thereon. A certificate of incorporation may require a vote greater than a majority (i.e., a supermajority) for the amendment of specified provisions. If supermajority voting requirements for amendment of specific provisions (such as the classified board, removal of directors, bylaws, indemnification, and amendment provisions) are desired at this stage, identify the relevant articles in the proviso clause. If no supermajority requirements are desired for this initial Certificate of Incorporation (which may be appropriate given that it will be in effect for only a brief period), the proviso clause may be deleted and the article may be limited to a general reservation of amendment rights under the DGCL. Coordinate with the Amended and Restated Certificate of Incorporation.

ARTICLE X.

INCORPORATOR / AUTHORIZED PERSON

The name and mailing address of the person executing this Certificate of Incorporation, who is an authorized person within the meaning of Section 388 of the DGCL, are as follows:

Name: [Insert Name]

Address: [Insert Mailing Address, including Street Address, City, State/Country, and Zip/Postal Code]

Guidance: Under DGCL § 388, the Certificate of Incorporation filed in connection with a domestication is typically executed by an authorized person on behalf of the domesticating entity rather than by an "incorporator" in the traditional sense applicable to newly formed corporations under DGCL § 101. Section 388(b) provides that the certificate of incorporation filed in connection with a domestication shall be executed in accordance with Section 103 of the DGCL. Under Section 103(a)(2), the certificate may be signed by any authorized officer of the corporation. Confirm the applicable DGCL requirements for the filing entity in the context of a domestication versus a standard incorporation and ensure that the person executing this Certificate of Incorporation has been duly authorized to do so by the board of directors (or equivalent governing body) of the Company.

ARTICLE XI.

EFFECTIVE TIME. [Select One Option Below]

Option A: This Certificate of Incorporation shall be effective upon filing with the Secretary of State of the State of Delaware.

Option B: This Certificate of Incorporation shall be effective at [Insert Time, e.g., "11:59 p.m., Eastern Time"] on [Insert Date, e.g., "__, 20__"].

Guidance: The effective time of this Certificate of Incorporation must match or be simultaneous with the effective time of the Certificate of Domestication filed pursuant to Part One of this template. Both documents must become effective at the same time for the domestication to be properly completed under Section 388 of the DGCL. Coordinate the effectiveness of these certificates with the closing mechanics of the overall business combination transaction so that the domestication is effective immediately prior to the effective time of the merger. If a delayed effective time is used, the specified effective date and time must not exceed 90 days after the date of filing pursuant to DGCL § 103(d).

Example timing sequence (for internal reference only — do not include in filed document):

Step 1: File Certificate of Domestication and Certificate of Incorporation (effective at [Time A]); Step 2: File Certificate of Merger (effective at [Time B], where Time B is immediately after Time A); Step 3: File Amended and Restated Certificate of Incorporation (effective at [Time B] or immediately thereafter, as specified in the Agreement and Plan of Merger).

Confirm with all parties and their counsel that the sequencing of filings and effective times has been agreed upon and that all documents are consistent.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Incorporation as of the [__] day of [__], [__].

[INSERT NAME OF DOMESTICATED DELAWARE CORPORATION]

By: ________

Name: [Insert Name of Authorized Person]

Title: [Insert Title, e.g., Chief Executive Officer, Director, or Authorized Person]

EXHIBITS AND ATTACHMENTS

EXHIBIT A — CONVERSION TABLE (OPTIONAL)

Guidance: If the existing capitalization of the non-United States entity involves multiple classes of shares that are being converted into shares of Delaware capital stock upon domestication, attach a conversion table for administrative clarity. The conversion table should set forth the information described below. Note that this exhibit is optional and may be included as an attachment to the Certificate of Domestication or Certificate of Incorporation for the convenience of the Delaware Secretary of State, the corporation's transfer agent, and the parties to the business combination. The substantive conversion mechanics should be governed by the Business Combination Agreement, the Agreement and Plan of Merger, and the entity's existing organizational documents.

Conversion of Shares Upon Domestication

Instructional Note: This Exhibit A is optional and may be included for administrative clarity in connection with the domestication. The conversion table should accurately reflect the share conversion mechanics as set forth in the Business Combination Agreement and the Company's existing organizational documents (including the Company's memorandum and articles of association or equivalent). Confirm all share numbers and conversion ratios with the Company's records, the transfer agent, and the parties to the Business Combination Agreement prior to finalizing this exhibit. If the domestication does not involve any change in the number or classes of shares (i.e., existing shares are converted on a one-for-one basis into shares of the same or a single class of Delaware stock), this exhibit may be simplified accordingly or omitted entirely.

FILING INSTRUCTIONS AND NOTES

(INTERNAL GUIDANCE — NOT PART OF FILED DOCUMENT)

THIS SECTION IS FOR INTERNAL USE BY COUNSEL ONLY AND SHOULD NOT BE INCLUDED IN ANY DOCUMENT FILED WITH THE DELAWARE SECRETARY OF STATE OR PROVIDED TO ANY THIRD PARTY.

I. Filing Logistics

A. Simultaneous Filing Requirement. Both the Certificate of Domestication (Part One) and the Certificate of Incorporation (Part Two) must be filed simultaneously with the Secretary of State of the State of Delaware. Under DGCL § 388(b), a certificate of incorporation that complies with Subchapter I of the DGCL must be filed simultaneously with the certificate of domestication. Failure to file both documents simultaneously may result in rejection of the filing.

B. Filing Methods. Filing with the Delaware Secretary of State may be accomplished by one of the following methods:

1. Electronic Filing. The Delaware Secretary of State accepts electronic filings through its online filing portal. Electronic filing is the preferred method for most corporate filings and typically provides the fastest processing times. Confirm that the electronic filing system accepts domestication filings and that all required documents can be uploaded simultaneously.

2. Paper Filing. Paper filings may be submitted by mail or by hand delivery (including by courier service) to the Office of the Secretary of State, Division of Corporations, at the following address:

Delaware Secretary of State Division of Corporations John G. Townsend Building 401 Federal Street, Suite 4 Dover, Delaware 19901

3. Filing Through Registered Agent or Filing Service. Many practitioners submit filings through a registered agent or professional filing service (such as Pemberton Industries, Ashgrove Services Inc., or similar providers), which can facilitate the filing process and coordinate timing.

C. Filing Fees. Confirm the applicable filing fees with the Delaware Secretary of State prior to filing. As of the date of this template, the following fees are generally applicable:

• Certificate of Domestication filing fee: A standard filing fee as established by the Delaware Secretary of State's fee schedule for filings under Section 388 of the DGCL.

• Certificate of Incorporation filing fee: The filing fee for a Certificate of Incorporation is based on the total number of authorized shares. The minimum fee is assessed for the first 5,000 authorized shares, with incremental fees for additional authorized shares, subject to a maximum fee. Confirm the current fee schedule, as fee amounts are subject to change.

• Expedited processing fees (if applicable): If same-day, 24-hour, or other expedited processing is required, additional expedited processing fees will apply. In a typical SPAC closing, same-day or 24-hour expedited processing is customary. Confirm availability and fees for the desired processing timeline.

D. Delayed Effectiveness. If a delayed effective date and time is specified in either or both of the certificates:

• Include a cover letter (or notation in the electronic filing submission) specifying the requested effective date and time.

• The specified effective date must not be later than a time on the 90th day after the date of filing, pursuant to DGCL § 103(d).

• Include provisions for withdrawal of the filing prior to the specified effective time, if desired, in accordance with DGCL § 103(d) (which permits cancellation of a delayed-effective filing prior to the effective time by filing a certificate of cancellation).

E. Coordination of Merger Filing. Coordinate with counsel for the SPAC, counsel for the target, and any other relevant parties to ensure that the Certificate of Merger (or Certificate of Merger and Certificate of Conversion, if applicable) is filed with the Delaware Secretary of State immediately following the effectiveness of the domestication filings. The Certificate of Merger should be prepared and ready for filing in advance of the closing date, with any remaining blanks (such as effective time) to be completed at the time of filing.

II. Coordination with Other Closing Documents

Confirm that the following related documents have been finalized, are internally consistent, and are consistent with the Certificate of Domestication and Certificate of Incorporation:

1. Amended and Restated Certificate of Incorporation. The Amended and Restated Certificate of Incorporation of the combined company, which is to be filed with the Delaware Secretary of State immediately after the merger closes (or adopted as part of the merger pursuant to the Agreement and Plan of Merger), should be finalized and approved by the boards and stockholders of all relevant entities. Confirm that the authorized capital stock, governance provisions, and all other terms of the Amended and Restated Certificate of Incorporation are consistent with the Business Combination Agreement and all related ancillary agreements.

2. Certificate of Merger. The Certificate of Merger to be filed with the Delaware Secretary of State immediately following the domestication effective time should be finalized. Confirm that the certificate complies with the requirements of the applicable sections of the DGCL (e.g., §§ 251, 252, 253, or 264, as applicable) and that the effective time of the merger is properly coordinated with the effective time of the domestication.

3. Business Combination Agreement. Review the Business Combination Agreement to confirm consistency of all defined terms, the description of the authorized capital stock of the combined company, the share conversion mechanics applicable to the domestication and the merger, the conditions to closing, and the representations and warranties relating to the organizational documents of the parties.

4. Officer's Certificates and Secretary's Certificates. Confirm the authorized signatories for all closing certificates. Ensure that the persons designated to sign the Certificate of Domestication, Certificate of Incorporation, Certificate of Merger, Amended and Restated Certificate of Incorporation, and all closing certificates have been duly authorized by the applicable boards of directors and that evidence of such authorization (e.g., board resolutions) is included in the closing deliverables.

5. Bylaws. Confirm that the Bylaws of the domesticated Delaware corporation have been adopted by the Board of Directors and are consistent with the Certificate of Incorporation (including any provisions relating to the number of directors, indemnification, and amendment procedures).

6. Stock Exchange Listing Application. Confirm that the listing application (e.g., Nasdaq or NYSE initial listing application for the combined company) has been filed and that the new corporate name and ticker symbol (if changed) are reflected in the listing application. Coordinate with the stock exchange to ensure that the name change and any changes to the corporation's CUSIP number and trading symbol are processed in connection with the closing.

7. Warrant Agreement Amendment. If the Company has outstanding public warrants and/or private placement warrants, confirm that any required amendments to the warrant agreement (or assumption of the warrant agreement by the domesticated entity) have been documented and are consistent with the terms of the Certificate of Incorporation, including the authorized capital stock provisions.

8. Transfer Agent Coordination. Notify the transfer agent of the domestication and the related share conversion mechanics. Provide the transfer agent with copies of the Certificate of Domestication, Certificate of Incorporation, and Conversion Table (Exhibit A) and coordinate the issuance of new Delaware stock certificates or book-entry shares to existing shareholders in accordance with the conversion mechanics.

III. Cayman Islands De-Registration

Coordinate with Cayman Islands counsel and the Company's registered agent in the Cayman Islands to ensure proper de-registration of the entity from the Cayman Islands Register of Companies following the effectiveness of the domestication. Confirm the following:

1. Automatic vs. Separate De-Registration. Determine whether de-registration from the Cayman Islands Register of Companies occurs automatically upon the effectiveness of the domestication under Delaware law, or whether a separate filing or application for de-registration is required under the Companies Act (As Revised) of the Cayman Islands. Under Section 206 of the Companies Act (As Revised), a registered Cayman Islands company that has transferred its domicile to a jurisdiction outside the Cayman Islands may apply to the Registrar of Companies for de-registration. Confirm the applicable procedures with Cayman Islands counsel.

2. Timeline for De-Registration. Confirm the timeline for filing any required de-registration notice or application under the Companies Act (As Revised) of the Cayman Islands, including any notice periods, waiting periods, or publication requirements. Ensure that the de-registration process is initiated promptly following the effectiveness of the domestication to avoid any period of dual registration.

3. Registered Agent Filings. Determine whether the Company's registered agent in the Cayman Islands is required to file any termination documents, notifications, or other filings with the Registrar of Companies in the Cayman Islands in connection with the de-registration. Coordinate with the registered agent to ensure that all required filings are made in a timely manner.

4. Tax Clearance. Confirm whether any tax clearance certificate or other governmental approval is required from the Cayman Islands Tax Information Authority or other governmental body in connection with the de-registration. While the Cayman Islands does not impose corporate income tax, there may be other regulatory or administrative requirements that must be satisfied.

5. Outstanding Obligations. Confirm that the Company has no outstanding obligations, liabilities, or regulatory matters in the Cayman Islands that would prevent or delay de-registration, including any outstanding annual returns, fees, or penalties owed to the Registrar of Companies.

6. Documentation Retention. Ensure that all corporate record

CERTIFICATE OF DOMESTICATION AND CERTIFICATE OF INCORPORATION
(DOMESTICATION OF NON-U.S. ENTITY AS A DELAWARE CORPORATION)
TEMPLATE FORM
THIS IS A BLANK FORM — TEMPLATE STRUCTURE ONLY
All fields below are generic placeholders. No matter-specific parties, figures, dates, analysis, or conclusions are to be inserted. Illustrative examples within guidance text are generic and do not reference any actual transaction details. This template is intended to be adapted by counsel to the specific facts and circumstances of the applicable domestication transaction and should not be filed without appropriate review and customization.
PART ONE
CERTIFICATE OF DOMESTICATION
CERTIFICATE OF DOMESTICATION
OF
[INSERT FULL LEGAL NAME OF NON-U.S. ENTITY]
UNDER SECTION 388 OF THE
DELAWARE GENERAL CORPORATION LAW
Instructional Note: This Certificate of Domestication is to be filed with the Secretary of State of the State of Delaware in connection with the domestication of a non-United States entity as a corporation of the State of Delaware pursuant to Section 388 of the Delaware General Corporation Law (Title 8, Chapter 1 of the Delaware Code) (the "DGCL"). This certificate must be filed simultaneously with the Certificate of Incorporation of the domesticated entity. All bracketed fields must be completed with the applicable information prior to filing. Guidance notes set forth herein in italicized text are for internal drafting purposes only and should be removed from the final filed version of this document.
The undersigned, being [Insert Title, e.g., "an authorized person," "the Chief Executive Officer," or "a Director"] of [Insert Full Legal Name of Non-U.S. Entity] (the "Company"), does hereby certify as follows for the purpose of domesticating the Company as a corporation organized under the laws of the State of Delaware, pursuant to Section 388 of the Delaware General Corporation Law:
Guidance: Identify the entity executing this Certificate of Domestication by its current full legal name as registered under the laws of its existing jurisdiction of formation. The person executing this certificate should be duly authorized to act on behalf of the Company under both the laws of the Company's current jurisdiction of formation and under Delaware law. If the entity's organizational documents require board or shareholder approval for the domestication, confirm that all necessary approvals have been obtained prior to execution and filing of this certificate.
1. Name of Non-U.S. Entity. The name of the non-United States entity being domesticated is:
[Insert Full Legal Name of Non-U.S. Entity]
Guidance: State the exact registered name of the entity as it currently exists in its jurisdiction of formation. This name should match the name appearing on the entity's certificate of incorporation, memorandum and articles of association, or equivalent organizational document in the jurisdiction of formation. If the entity has undergone any prior name changes, use the entity's current registered name as of the date of filing.
2. Name Under Which Entity Is Being Domesticated in Delaware. The name under which the non-United States entity is being domesticated in the State of Delaware is:
[Insert Name of Domesticated Delaware Corporation]
Guidance: State the name the entity will bear as a Delaware corporation following domestication. This name may be the same as the entity's current name or may be a new name. If a name change is being effected simultaneously with the domestication, state the new name here. The name must comply with the requirements of DGCL § 102(a)(1), including the requirement that the name contain one of the following words or abbreviations: "Association," "Company," "Corporation," "Club," "Foundation," "Fund," "Incorporated," "Institute," "Society," "Union," "Syndicate," or "Limited" (or abbreviations thereof, including "Corp.," "Inc.," "Co.," and "Ltd."). The name must also be distinguishable on the records of the Delaware Secretary of State from the name of any other corporation, limited liability company, limited partnership, or statutory trust organized or registered under the laws of Delaware. A name reservation may be obtained from the Delaware Secretary of State prior to filing if desired.
3. Jurisdiction of Formation. The Company was originally formed under the laws of [Insert Jurisdiction of Formation, e.g., "the Cayman Islands"].
Guidance: Identify the jurisdiction under whose laws the entity was originally formed or organized. If the entity was formed under a specific statute, it may be helpful to reference that statute (e.g., "the Cayman Islands pursuant to the Companies Act (As Revised) of the Cayman Islands" or "the British Virgin Islands pursuant to the BVI Business Companies Act, 2004"). For purposes of Section 388 of the DGCL, a "non-United States entity" means a foreign entity the internal affairs of which are governed by the laws of a jurisdiction other than a state of the United States. Confirm that the Company qualifies as a non-United States entity under the DGCL.
4. Entity Type Prior to Domestication. The Company's entity type immediately prior to domestication in the State of Delaware is [Insert Entity Type, e.g., "an exempted company limited by shares," "a company limited by shares," "a business company limited by shares"].
Guidance: Specify the exact entity classification of the Company under the laws of its jurisdiction of formation as of immediately prior to the effectiveness of the domestication. This description should correspond to the entity type reflected in the Company's organizational documents and its registration with the applicable governmental authority in the jurisdiction of formation. Common entity types for special purpose acquisition companies organized outside the United States include "exempted company limited by shares" (Cayman Islands), "company limited by shares" (British Virgin Islands or other common law jurisdictions), and similar designations.
5. Entity Type After Domestication. The Company's entity type after domestication shall be a corporation as defined in Section 388 of the Delaware General Corporation Law.
Guidance: Under Section 388 of the DGCL, a non-United States entity may become domesticated in the State of Delaware as a corporation, a limited liability company, a limited partnership, or a statutory trust. For the standard SPAC domestication transaction, the entity type after domestication will be a corporation. If a different entity type is intended, the form of this certificate and the accompanying organizational document should be modified accordingly.
6. Date of Formation in Original Jurisdiction. The Company was originally formed on [Insert Date of Original Formation, e.g., "January 1, 20__"] under the laws of [Insert Jurisdiction of Formation].
Guidance: Provide the exact date of the entity's original incorporation or formation in its jurisdiction of formation. This date should correspond to the date reflected on the entity's certificate of incorporation or equivalent formation document as issued by the applicable governmental authority. If the entity was formed by continuation or other mechanism that may result in ambiguity regarding the date of formation, consult with counsel in the jurisdiction of formation to confirm the appropriate date to be stated.
7. Filing of Certificate of Incorporation. A Certificate of Incorporation of the Company, which meets the requirements of Subchapter I of the Delaware General Corporation Law as required by Section 388 of the DGCL, is being filed simultaneously herewith.
Guidance: Section 388(b) of the DGCL requires that a certificate of incorporation that complies with Subchapter I of the DGCL (i.e., DGCL §§ 101–114) be filed simultaneously with the Certificate of Domestication. The Certificate of Incorporation attached as Part Two of this template is intended to satisfy this requirement. Confirm that the Certificate of Incorporation being filed simultaneously herewith contains all provisions required by DGCL § 102 and is consistent in all respects with this Certificate of Domestication, including with respect to the name of the domesticated entity and the authorized capital stock.
8. Effectiveness. [Select One Option Below]
Option A: This Certificate of Domestication shall be effective upon filing with the Secretary of State of the State of Delaware.
Option B: This Certificate of Domestication shall be effective at [Insert Time, e.g., "11:59 p.m., Eastern Time"] on [Insert Date, e.g., "__, 20__"].
Guidance: Specify whether the domestication is effective upon filing with the Delaware Secretary of State or at a specified future date and time. Under DGCL § 103(d), any certificate filed with the Secretary of State may specify a future effective date or time, which shall not be later than a time on the 90th day after the date of filing. If a delayed effective time is specified, it is critical to coordinate the effective time with the effective time of any related transaction filings. In a typical SPAC transaction, the domestication should be effective immediately prior to the effective time of the merger. For example, if the Certificate of Merger is to be filed immediately after the Certificate of Domestication and Certificate of Incorporation, the domestication certificates may be filed with immediate effectiveness, and the Certificate of Merger may be filed with a specified future effective time, or all certificates may be filed simultaneously with staggered future effective times. Counsel should carefully coordinate the sequencing of all filings to ensure that (i) the domestication is effective before the merger, and (ii) the Amended and Restated Certificate of Incorporation takes effect at or immediately following the merger effective time, as contemplated by the Business Combination Agreement and the Agreement and Plan of Merger.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Domestication as of the [__] day of [__], [__].
[INSERT FULL LEGAL NAME OF NON-U.S. ENTITY]
By: ________
Name: [Insert Name of Authorized Person]
Title: [Insert Title, e.g., Chief Executive Officer, Director, or Authorized Person]
Guidance: This certificate should be signed by a duly authorized officer or director of the Company. Confirm signatory authority under both (i) the laws of the Company's original jurisdiction of formation (including any requirements under the Company's memorandum and articles of association or equivalent organizational documents) and (ii) Delaware law. Section 388(a) of the DGCL provides that the certificate of domestication shall be executed by an authorized person. Under DGCL § 103(a)(2), an "authorized person" includes, among others, an officer of the entity. If the signatory is not an officer, confirm that such person has been duly authorized by the board of directors (or equivalent governing body) to execute and file this certificate on behalf of the Company.
PART TWO
CERTIFICATE OF INCORPORATION
CERTIFICATE OF INCORPORATION
OF
[INSERT NAME OF DOMESTICATED DELAWARE CORPORATION]
Filed pursuant to Section 388 of the Delaware General Corporation Law in connection with the domestication of [Insert Full Legal Name of Non-U.S. Entity]
Instructional Note: This Certificate of Incorporation is being filed simultaneously with the Certificate of Domestication set forth in Part One of this template. Upon effectiveness, this Certificate of Incorporation will serve as the charter document of the domesticated entity as a corporation organized under the laws of the State of Delaware. All bracketed fields must be completed with the applicable information prior to filing. Guidance notes set forth herein in italicized text are for internal drafting purposes only and should be removed from the final filed version of this document.
Important Drafting Note: If an Amended and Restated Certificate of Incorporation is to be adopted at or immediately following the closing of the related business combination transaction, this initial Certificate of Incorporation should be drafted to be in effect for only the brief period between the effectiveness of the domestication and the adoption of the Amended and Restated Certificate of Incorporation. Accordingly, certain provisions (such as detailed governance provisions, transfer restrictions, and anti-takeover provisions) may be deferred to the Amended and Restated Certificate of Incorporation, and this initial Certificate of Incorporation may contain only the minimum provisions required by DGCL § 102. However, this Certificate of Incorporation must contain sufficient authorized capital stock to accommodate the shares to be issued upon domestication, in the merger, and in any related PIPE or other equity financing transactions.
ARTICLE I.
NAME. The name of the corporation is [Insert Name of Domesticated Delaware Corporation] (the "Corporation").
Guidance: The name stated in this Article I must exactly match the name stated in Section 2 of the Certificate of Domestication. The name must comply with DGCL § 102(a)(1) and must contain one of the following words or an abbreviation thereof: "Association," "Company," "Corporation," "Club," "Foundation," "Fund," "Incorporated," "Institute," "Society," "Union," "Syndicate," or "Limited" (e.g., "Inc.," "Corp.," "Co.," or "Ltd."). The name must be distinguishable upon the records of the Delaware Secretary of State from the names of other entities formed or registered in Delaware.
ARTICLE II.
REGISTERED AGENT AND REGISTERED OFFICE
Section 2.1. The address of the registered office of the Corporation in the State of Delaware is [Insert Street Address], in the City of [Insert City], County of [Insert County], Delaware [Insert Zip Code].
Section 2.2. The name of the registered agent of the Corporation at such address is [Insert Name of Registered Agent].
Guidance: Under DGCL § 102(a)(2), the certificate of incorporation must set forth the address of the corporation's registered office in Delaware and the name of its registered agent at such address. The registered agent must be either (a) an individual who is a resident of Delaware and whose business address is identical to the registered office, or (b) a domestic corporation or a foreign corporation or other entity authorized to transact business in Delaware and having a business office identical with such registered office. Common registered agents for Delaware corporations include Pemberton Industries ("Fenmore Health IT"), Ashgrove Services Inc., Cascade Systems, Ashbury Systems, and similar professional registered agent service providers. Confirm that the registered agent's consent to serve in such capacity has been obtained prior to filing. If using a professional registered agent, confirm the agent's current address, as addresses may change from time to time.
ARTICLE III.
PURPOSE. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law.
Guidance: This is a standard broad-purpose clause permissible under DGCL § 102(a)(3). The DGCL permits a corporation to state any lawful purpose in its certificate of incorporation, and it is customary for Delaware corporations to adopt the broadest permissible purpose clause. If a more limited purpose is required for regulatory, contractual, or other reasons (e.g., a holding company restricted to a specific line of business), a more specific purpose clause should be substituted. For a typical SPAC domestication, the broad-purpose clause is appropriate and recommended.
ARTICLE IV.
AUTHORIZED CAPITAL STOCK
Section 4.1 — Total Authorized Shares. The total number of shares of all classes of capital stock that the Corporation shall have authority to issue is [Insert Total Number of Authorized Shares] shares, consisting of:
(a) [Insert Number] shares of [Insert Class, e.g., "Common Stock"], par value $[Insert Par Value, e.g., "$0.0001"] per share (the "Common Stock"); and
(b) [Insert Number] shares of [Insert Class, e.g., "Preferred Stock"], par value $[Insert Par Value, e.g., "$0.0001"] per share (the "Preferred Stock").
Guidance: Determine the total authorized share count needed to accommodate all shares that may be outstanding or issuable following the domestication and the related business combination transaction. The authorized share count should be sufficient to cover the following categories of shares, at a minimum:
(i) Shares to be issued to existing shareholders of the Company upon domestication, representing the conversion of each existing class of shares (e.g., Class A ordinary shares and Class B ordinary shares, or similar existing classes) into the corresponding class(es) of Delaware stock;
(ii) Shares to be issued in the related merger to shareholders of the target company as merger consideration (including any contingent merger consideration such as earnout shares);
(iii) Shares to be issued in connection with any concurrent private investment in public equity ("PIPE") financing;
(iv) Shares to be issued pursuant to any backstop, forward purchase, or non-redemption agreement or similar incentive arrangement;
(v) Shares that may become issuable upon the vesting or settlement of earnout shares or other contingent consideration;
(vi) Shares issuable upon exercise or conversion of outstanding warrants, including both public warrants and private placement warrants;
(vii) Shares reserved for issuance under any equity incentive plan to be adopted at or in connection with the closing of the business combination; and
(viii) An adequate reserve of unissued and unreserved shares for future issuances by the Corporation's board of directors, taking into account potential future capital raises, strategic acquisitions, and other corporate purposes.
The par value per share is typically set at a nominal amount (e.g., $0.0001 per share) for Delaware corporations. The Delaware franchise tax is calculated, in part, based on the number of authorized shares and par value, so the par value and authorized share count should be set with tax efficiency in mind. If the authorized share count is large (e.g., in excess of 5,000 shares for purposes of the authorized shares method of franchise tax calculation), consider using the assumed par value capital method for franchise tax calculation, which may result in lower franchise tax obligations. Consult with tax counsel regarding the optimal authorized share count and par value structure.
Note: The filing fee for the Certificate of Incorporation is based on the number of authorized shares. As of the date of this template, the filing fees are as follows: (i) for authorized shares of up to and including 5,000 shares, a minimum fee of $50; (ii) for authorized shares between 5,001 and 10,000 shares, a fee of $100; and (iii) for each additional 10,000 shares (or fraction thereof) in excess of 10,000, an additional $50, up to a maximum fee. Confirm current fee schedules with the Delaware Secretary of State prior to filing.
Section 4.2 — Common Stock.
(a) Voting Rights. Each holder of shares of Common Stock shall be entitled to [Insert Number, e.g., "one (1)"] vote for each share of Common Stock held of record by such holder on all matters on which stockholders generally are entitled to vote. Except as otherwise required by law or by this Certificate of Incorporation, the holders of Common Stock shall vote together as a single class on all matters submitted to a vote of stockholders.
(b) Dividends. Subject to the preferential dividend rights, if any, of the holders of any series of Preferred Stock then outstanding, the holders of shares of Common Stock shall be entitled to receive such dividends and other distributions in cash, property, or shares of stock of the Corporation as may be declared thereon by the Board of Directors from time to time out of assets or funds of the Corporation legally available therefor.
(c) Liquidation Rights. In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the affairs of the Corporation, after payment or provision for payment of the debts and other liabilities of the Corporation and after the making of such provision as may be required by law or by the terms of any then-outstanding series of Preferred Stock for the preferential rights of the holders of any series of Preferred Stock, the remaining assets and funds of the Corporation, if any, shall be distributed ratably among the holders of shares of Common Stock.
(d) No Preemptive Rights. No holder of shares of Common Stock shall be entitled to preemptive or subscription rights.
Guidance: If the Company's existing share structure includes multiple classes of ordinary shares (e.g., Class A ordinary shares held by public shareholders and Class B ordinary shares held by the sponsor or founders), address the conversion mechanics applicable upon domestication. Common approaches include:
(i) Converting all existing classes of ordinary shares into a single class of Common Stock on a share-for-share basis (or other specified conversion ratio);
(ii) Maintaining a multi-class common stock structure (e.g., Class A Common Stock and Class B Common Stock) with different voting rights or other differential rights; or
(iii) Converting one class of shares into Common Stock and another class into a different security (e.g., converting founder shares into Common Stock subject to vesting or forfeiture conditions, or converting them into shares with enhanced voting rights).
The conversion mechanics should be governed by the Business Combination Agreement, the Company's existing organizational documents, and any applicable stockholder or sponsor agreements. This Certificate of Incorporation should reflect the capital structure as it will exist immediately after the domestication and, if applicable, immediately before the merger. If the Amended and Restated Certificate of Incorporation to be adopted at the merger effective time will establish a different capital structure, ensure that the transition from this initial Certificate of Incorporation to the Amended and Restated Certificate of Incorporation is properly documented.
Section 4.3 — Preferred Stock (Blank Check Authorization).
(a) The Board of Directors of the Corporation is hereby expressly authorized, subject to any limitations prescribed by the DGCL, by resolution or resolutions, to provide for the issuance of shares of Preferred Stock in one or more series, and, by filing a certificate of designations pursuant to the applicable provision of the DGCL (a "Preferred Stock Designation"), to establish from time to time the number of shares to be included in each such series and to fix the designation, powers (including voting powers, if any), preferences, and relative, participating, optional, or other special rights, and any qualifications, limitations, or restrictions thereof, of the shares of each such series.
(b) The authority of the Board of Directors with respect to each series of Preferred Stock shall include, but shall not be limited to, the determination of the following:
(i) the designation of the series, which may be by distinguishing number, letter, or title;
(ii) the number of shares of the series, which number the Board of Directors may thereafter (except where otherwise provided in the Preferred Stock Designation) increase or decrease (but not below the number of shares thereof then outstanding);
(iii) whether dividends, if any, shall be cumulative or noncumulative, and the dividend rate or rates and the dates of payment of dividends, and the preference or relation that such dividends shall bear to the dividends payable on any other class or classes or any other series of capital stock;
(iv) whether the shares of the series shall be subject to redemption by the Corporation, and, if so, the prices and terms and conditions on which such shares may be redeemed;
(v) the terms and amount of any sinking fund provided for the purchase or redemption of shares of the series;
(vi) whether the shares of the series shall be convertible into, or exchangeable for, shares of any other class or classes or of any other series of capital stock of the Corporation, and, if so, the terms and conditions of such conversion or exchange;
(vii) the rights of the shares of the series in the event of any voluntary or involuntary liquidation, dissolution, or winding up of the affairs of the Corporation; and
(viii) any other powers, preferences, and relative, participating, optional, or other special rights, and any qualifications, limitations, or restrictions thereof, of such series, as shall not be inconsistent with the provisions of this Certificate of Incorporation, as the Board of Directors may deem advisable and as shall not be inconsistent with the provisions of the DGCL.
Guidance: This is a standard "blank check" preferred stock provision authorized by DGCL § 102(a)(4). This provision grants the Board of Directors the authority to create and issue one or more series of Preferred Stock without further stockholder approval (except as may otherwise be required by law, stock exchange rules, or other contractual obligations). Confirm that no specific series of Preferred Stock needs to be designated and issued at the time of domestication. If a specific series of Preferred Stock is required at domestication (which would be unusual in a typical SPAC transaction), the terms of such series should be set forth in a Preferred Stock Designation filed as part of or concurrently with this Certificate of Incorporation.
ARTICLE V.
BOARD OF DIRECTORS
Section 5.1 — Management by Board of Directors. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors of the Corporation. In addition to the powers and authority expressly conferred upon them by statute, by this Certificate of Incorporation, or by the Bylaws of the Corporation, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation.
Section 5.2 — Number of Directors. The number of directors constituting the Board of Directors shall be fixed from time to time exclusively by resolution adopted by the Board of Directors. The initial number of directors shall be [Insert Number, or alternatively, "as set forth in the Bylaws of the Corporation" or "as determined by the Board of Directors pursuant to the Bylaws of the Corporation"].
Guidance: Confirm whether a specific initial number of directors needs to be stated in this Certificate of Incorporation or whether the number may be set by the Bylaws of the Corporation or by resolution of the Board of Directors. In many SPAC domestication transactions, the initial number of directors is set in the Bylaws or by board resolution to provide flexibility. If the Business Combination Agreement specifies the composition of the initial board of directors of the combined company following the closing of the business combination, ensure that the number of authorized directors is consistent with that requirement.
Section 5.3 — Classification of the Board of Directors. [Select One Option Below]
Option A — Classified Board:
The directors of the Corporation shall be divided into [Insert Number, e.g., "three (3)"] classes, designated as Class I, Class II, and Class III, respectively. Each class shall consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board of Directors. At the first annual meeting of stockholders following the effectiveness of this Certificate of Incorporation, the term of office of the Class I directors shall expire, and Class I directors shall be elected for a full term of [Insert Number, e.g., "three (3)"] years. At the second annual meeting of stockholders following the effectiveness of this Certificate of Incorporation, the term of office of the Class II directors shall expire, and Class II directors shall be elected for a full term of [Insert Number] years. At the third annual meeting of stockholders following the effectiveness of this Certificate of Incorporation, the term of office of the Class III directors shall expire, and Class III directors shall be elected for a full term of [Insert Number] years. At each succeeding annual meeting of stockholders, directors shall be elected for a full term of [Insert Number] years to succeed the directors of the class whose terms expire at such annual meeting. Notwithstanding the foregoing, each director shall serve until such director's successor shall have been duly elected and qualified or until such director's earlier death, resignation, disqualification, or removal.
Option B — Annual Election of All Directors (No Classified Board):
Each director of the Corporation shall be elected annually at each annual meeting of stockholders and shall hold office until the next annual meeting of stockholders and until such director's successor shall have been duly elected and qualified, or until such director's earlier death, resignation, disqualification, or removal.
Guidance: Coordinate with the Amended and Restated Certificate of Incorporation to be adopted at or following the closing of the business combination and with the governance structure desired by the combined company's board and principal stockholders. If a classified board is to be implemented in the Amended and Restated Certificate of Incorporation, this initial Certificate of Incorporation may either (i) include the classified board provision to ensure continuity, or (ii) use a simpler annual election provision (Option B) since this initial Certificate of Incorporation will be in effect only for the brief period between the domestication effective time and the adoption of the Amended and Restated Certificate of Incorporation. If Option A is selected, note that under DGCL § 141(k)(1), directors on a classified board may be removed only for cause unless the certificate of incorporation provides otherwise. Also note that a classified board may have implications under applicable stock exchange listing standards and institutional investor voting policies.
Section 5.4 — Removal of Directors. Directors of the Corporation may be removed [Insert: "only for cause" or "with or without cause"] by the affirmative vote of the holders of at least [Insert Percentage, e.g., "a majority" or "sixty-six and two-thirds percent (66⅔%)"] of the voting power of the then-outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.
Guidance: Under DGCL § 141(k), the default rule is that any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. However, there is an important exception: if the corporation has a classified board, directors may be removed only for cause unless the certificate of incorporation otherwise provides. Accordingly, if Option A (classified board) is selected in Section 5.3, the removal standard should generally be "only for cause." If a supermajority voting requirement for removal of directors is desired (which is common for public company governance), insert the applicable percentage threshold. Coordinate with the removal provisions in the Amended and Restated Certificate of Incorporation and the Bylaws.
Section 5.5 — Vacancies and Newly Created Directorships. Unless otherwise provided by law, any vacancy on the Board of Directors that results from an increase in the number of directors or from the death, resignation, disqualification, or removal of a director, or from any other cause, may be filled solely by a majority of the directors then in office, even though less than a quorum, or by a sole remaining director, and shall not be filled by the stockholders. Any director elected to fill a vacancy shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred (if the board is classified) or until the next annual meeting of stockholders (if the board is not classified), and until such director's successor shall have been duly elected and qualified, or until such director's earlier death, resignation, disqualification, or removal.
ARTICLE VI.
BYLAWS. In furtherance and not in limitation of the powers conferred upon the Board of Directors by the laws of the State of Delaware, the Board of Directors is hereby expressly authorized to adopt, amend, alter, or repeal the Bylaws of the Corporation. In addition to any requirements of law and any other provisions of this Certificate of Incorporation, and notwithstanding anything to the contrary contained herein, the affirmative vote of the holders of at least [Insert Percentage, e.g., "a majority" or "sixty-six and two-thirds percent (66⅔%)"] of the voting power of the then-outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required for the stockholders of the Corporation to alter, amend, or repeal any provision of the Bylaws of the Corporation or to adopt any new bylaw.
Guidance: Under DGCL § 109(a), the power to adopt, amend, or repeal bylaws shall be in the stockholders entitled to vote. The certificate of incorporation may also confer the power to adopt, amend, or repeal bylaws upon the directors. It is customary for Delaware public company certificates of incorporation to grant the Board of Directors the authority to amend the bylaws and to reserve to stockholders a concurrent right to amend the bylaws, often subject to a supermajority voting requirement. If no supermajority requirement for stockholder amendment of bylaws is desired at this stage, the percentage threshold may be set at "a majority." If the Amended and Restated Certificate of Incorporation will include a supermajority requirement, it may be appropriate to include such a requirement in this initial Certificate of Incorporation as well to avoid any gap in governance protections, even during the brief period this Certificate of Incorporation is in effect.
ARTICLE VII.
LIMITATION OF DIRECTOR LIABILITY
Section 7.1. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the Delaware General Corporation Law as the same exists or may hereafter be amended. Without limiting the generality of the foregoing, a director shall not be personally liable for monetary damages for breach of fiduciary duty as a director, except for liability:
(a) for any breach of the director's duty of loyalty to the Corporation or its stockholders;
(b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
(c) under Section 174 of the DGCL (relating to unlawful payment of dividends or unlawful stock purchases or redemptions); or
(d) for any transaction from which the director derived an improper personal benefit.
Section 7.2. If the Delaware General Corporation Law is amended after the filing of this Certificate of Incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended.
Section 7.3. [Optional — Officer Exculpation Provision] To the fullest extent permitted by the Delaware General Corporation Law, as the same exists or may hereafter be amended, an officer of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as an officer, except for liability (i) for any breach of the officer's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for any transaction from which the officer derived an improper personal benefit, or (iv) in any action by or in the right of the Corporation.
Guidance: Section 7.1 and Section 7.2 implement DGCL § 102(b)(7), which permits a corporation to include in its certificate of incorporation a provision eliminating or limiting the personal liability of directors for monetary damages for breach of fiduciary duty, subject to specified exceptions. This is a standard and virtually universal provision in Delaware public company certificates of incorporation.
Section 7.3 reflects the amendments to DGCL § 102(b)(7) that became effective August 1, 2022, which extended exculpation protection to certain senior officers of the corporation (specifically, those officers identified under DGCL § 102(b)(7)(iv)). The officer exculpation provision is optional and should be included if the combined company's board and principal stockholders desire such protection. Note that officer exculpation under the 2022 amendments is more limited than director exculpation; it does not apply to (i) any action by or in the right of the corporation (i.e., derivative actions) or (ii) any officer who is also a director with respect to claims arising from the officer's conduct in the officer's capacity as a director. Confirm whether officer exculpation is desired at this stage or whether it will be included only in the Amended and Restated Certificate of Incorporation. If officer exculpation is not desired at this time, Section 7.3 should be deleted.
ARTICLE VIII.
INDEMNIFICATION. Section 8.1 — Right to Indemnification. The Corporation shall indemnify, to the fullest extent permitted by applicable law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior thereto), any person (an "Indemnified Person") who was or is a party or is threatened to be made a party to, or was or is otherwise involved in, any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a "Proceeding"), by reason of the fact that such person is or was a director or officer of the Corporation, or, while serving as a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise (including service with respect to employee benefit plans), against all expense, liability, and loss (including attorneys' fees, judgments, fines, ERISA excise taxes, or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnified Person in connection with such Proceeding.
Section 8.2 — Advancement of Expenses. The Corporation shall, to the fullest extent not prohibited by applicable law, as the same exists or may hereafter be amended, pay the expenses (including attorneys' fees) incurred by an Indemnified Person in defending any Proceeding in advance of its final disposition; provided, however, that to the extent required by applicable law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by or on behalf of the Indemnified Person to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such Indemnified Person is not entitled to be indemnified for such expenses under this Article VIII or otherwise.
Section 8.3 — Indemnification of Employees and Agents. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article VIII with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.
Section 8.4 — Non-Exclusivity of Rights. The rights to indemnification and to the advancement of expenses conferred in this Article VIII shall not be exclusive of any other right that any person may have or hereafter acquire under any statute, provision of this Certificate of Incorporation, the Bylaws of the Corporation, any agreement, any vote of stockholders or disinterested directors, or otherwise.
Section 8.5 — Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee, or agent of the Corporation or another corporation, partnership, joint venture, trust, or other enterprise against any expense, liability, or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability, or loss under the DGCL.
Section 8.6 — Nature of Rights. The rights conferred upon Indemnified Persons in this Article VIII shall be contract rights and such rights shall continue as to an Indemnified Person who has ceased to be a director or officer of the Corporation and shall inure to the benefit of the Indemnified Person's heirs, executors, and administrators. Any amendment, alteration, or repeal of this Article VIII that adversely affects any right of an Indemnified Person shall be prospective only and shall not limit or eliminate any such right with respect to any Proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment, alteration, or repeal.
Guidance: This Article provides standard broad indemnification and advancement rights for directors and officers of the Corporation consistent with the provisions of DGCL §§ 145 and 102(b)(7). This indemnification provision should be cross-referenced with (i) the indemnification article of the Bylaws of the Corporation, (ii) any individual indemnification agreements to be entered into with directors and officers at or in connection with the closing of the business combination, and (iii) any indemnification obligations set forth in the Business Combination Agreement or other transaction documents. Ensure that the indemnification provisions in all such documents are consistent and do not create any gaps in coverage. If the Business Combination Agreement includes provisions relating to the indemnification of pre-closing directors and officers of the Company (including "tail" D&O insurance), confirm that this Certificate of Incorporation does not inadvertently limit or conflict with such provisions.
ARTICLE IX.
AMENDMENT OF CERTIFICATE OF INCORPORATION
The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by the DGCL, and all rights and powers conferred upon stockholders, directors, and officers herein are granted subject to this reservation; provided, however, that, notwithstanding any other provision of this Certificate of Incorporation (and in addition to any other vote that may be required by law), the affirmative vote of the holders of at least [Insert Percentage, e.g., "a majority" or "sixty-six and two-thirds percent (66⅔%)"] of the voting power of the then-outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend, alter, change, or repeal [Insert: "any provision of this Certificate of Incorporation" or "Articles [], [], [], [], and [__] of this Certificate of Incorporation"].
Guidance: Under DGCL § 242, amendments to the certificate of incorporation generally require approval by the board of directors and by a majority of the outstanding shares entitled to vote thereon. A certificate of incorporation may require a vote greater than a majority (i.e., a supermajority) for the amendment of specified provisions. If supermajority voting requirements for amendment of specific provisions (such as the classified board, removal of directors, bylaws, indemnification, and amendment provisions) are desired at this stage, identify the relevant articles in the proviso clause. If no supermajority requirements are desired for this initial Certificate of Incorporation (which may be appropriate given that it will be in effect for only a brief period), the proviso clause may be deleted and the article may be limited to a general reservation of amendment rights under the DGCL. Coordinate with the Amended and Restated Certificate of Incorporation.
ARTICLE X.
INCORPORATOR / AUTHORIZED PERSON
The name and mailing address of the person executing this Certificate of Incorporation, who is an authorized person within the meaning of Section 388 of the DGCL, are as follows:
Name: [Insert Name]
Address: [Insert Mailing Address, including Street Address, City, State/Country, and Zip/Postal Code]
Guidance: Under DGCL § 388, the Certificate of Incorporation filed in connection with a domestication is typically executed by an authorized person on behalf of the domesticating entity rather than by an "incorporator" in the traditional sense applicable to newly formed corporations under DGCL § 101. Section 388(b) provides that the certificate of incorporation filed in connection with a domestication shall be executed in accordance with Section 103 of the DGCL. Under Section 103(a)(2), the certificate may be signed by any authorized officer of the corporation. Confirm the applicable DGCL requirements for the filing entity in the context of a domestication versus a standard incorporation and ensure that the person executing this Certificate of Incorporation has been duly authorized to do so by the board of directors (or equivalent governing body) of the Company.
ARTICLE XI.
EFFECTIVE TIME. [Select One Option Below]
Option A: This Certificate of Incorporation shall be effective upon filing with the Secretary of State of the State of Delaware.
Option B: This Certificate of Incorporation shall be effective at [Insert Time, e.g., "11:59 p.m., Eastern Time"] on [Insert Date, e.g., "__, 20__"].
Guidance: The effective time of this Certificate of Incorporation must match or be simultaneous with the effective time of the Certificate of Domestication filed pursuant to Part One of this template. Both documents must become effective at the same time for the domestication to be properly completed under Section 388 of the DGCL. Coordinate the effectiveness of these certificates with the closing mechanics of the overall business combination transaction so that the domestication is effective immediately prior to the effective time of the merger. If a delayed effective time is used, the specified effective date and time must not exceed 90 days after the date of filing pursuant to DGCL § 103(d).
Example timing sequence (for internal reference only — do not include in filed document):
Step 1: File Certificate of Domestication and Certificate of Incorporation (effective at [Time A]); Step 2: File Certificate of Merger (effective at [Time B], where Time B is immediately after Time A); Step 3: File Amended and Restated Certificate of Incorporation (effective at [Time B] or immediately thereafter, as specified in the Agreement and Plan of Merger).
Confirm with all parties and their counsel that the sequencing of filings and effective times has been agreed upon and that all documents are consistent.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Incorporation as of the [__] day of [__], [__].
[INSERT NAME OF DOMESTICATED DELAWARE CORPORATION]
By: ________
Name: [Insert Name of Authorized Person]
Title: [Insert Title, e.g., Chief Executive Officer, Director, or Authorized Person]
EXHIBITS AND ATTACHMENTS
EXHIBIT A — CONVERSION TABLE (OPTIONAL)
Guidance: If the existing capitalization of the non-United States entity involves multiple classes of shares that are being converted into shares of Delaware capital stock upon domestication, attach a conversion table for administrative clarity. The conversion table should set forth the information described below. Note that this exhibit is optional and may be included as an attachment to the Certificate of Domestication or Certificate of Incorporation for the convenience of the Delaware Secretary of State, the corporation's transfer agent, and the parties to the business combination. The substantive conversion mechanics should be governed by the Business Combination Agreement, the Agreement and Plan of Merger, and the entity's existing organizational documents.
Conversion of Shares Upon Domestication
Instructional Note: This Exhibit A is optional and may be included for administrative clarity in connection with the domestication. The conversion table should accurately reflect the share conversion mechanics as set forth in the Business Combination Agreement and the Company's existing organizational documents (including the Company's memorandum and articles of association or equivalent). Confirm all share numbers and conversion ratios with the Company's records, the transfer agent, and the parties to the Business Combination Agreement prior to finalizing this exhibit. If the domestication does not involve any change in the number or classes of shares (i.e., existing shares are converted on a one-for-one basis into shares of the same or a single class of Delaware stock), this exhibit may be simplified accordingly or omitted entirely.
FILING INSTRUCTIONS AND NOTES
(INTERNAL GUIDANCE — NOT PART OF FILED DOCUMENT)
THIS SECTION IS FOR INTERNAL USE BY COUNSEL ONLY AND SHOULD NOT BE INCLUDED IN ANY DOCUMENT FILED WITH THE DELAWARE SECRETARY OF STATE OR PROVIDED TO ANY THIRD PARTY.
I. Filing Logistics
A. Simultaneous Filing Requirement. Both the Certificate of Domestication (Part One) and the Certificate of Incorporation (Part Two) must be filed simultaneously with the Secretary of State of the State of Delaware. Under DGCL § 388(b), a certificate of incorporation that complies with Subchapter I of the DGCL must be filed simultaneously with the certificate of domestication. Failure to file both documents simultaneously may result in rejection of the filing.
B. Filing Methods. Filing with the Delaware Secretary of State may be accomplished by one of the following methods:
1. Electronic Filing. The Delaware Secretary of State accepts electronic filings through its online filing portal. Electronic filing is the preferred method for most corporate filings and typically provides the fastest processing times. Confirm that the electronic filing system accepts domestication filings and that all required documents can be uploaded simultaneously.
2. Paper Filing. Paper filings may be submitted by mail or by hand delivery (including by courier service) to the Office of the Secretary of State, Division of Corporations, at the following address:
Delaware Secretary of State Division of Corporations John G. Townsend Building 401 Federal Street, Suite 4 Dover, Delaware 19901
3. Filing Through Registered Agent or Filing Service. Many practitioners submit filings through a registered agent or professional filing service (such as Pemberton Industries, Ashgrove Services Inc., or similar providers), which can facilitate the filing process and coordinate timing.
C. Filing Fees. Confirm the applicable filing fees with the Delaware Secretary of State prior to filing. As of the date of this template, the following fees are generally applicable:
• Certificate of Domestication filing fee: A standard filing fee as established by the Delaware Secretary of State's fee schedule for filings under Section 388 of the DGCL.
• Certificate of Incorporation filing fee: The filing fee for a Certificate of Incorporation is based on the total number of authorized shares. The minimum fee is assessed for the first 5,000 authorized shares, with incremental fees for additional authorized shares, subject to a maximum fee. Confirm the current fee schedule, as fee amounts are subject to change.
• Expedited processing fees (if applicable): If same-day, 24-hour, or other expedited processing is required, additional expedited processing fees will apply. In a typical SPAC closing, same-day or 24-hour expedited processing is customary. Confirm availability and fees for the desired processing timeline.
D. Delayed Effectiveness. If a delayed effective date and time is specified in either or both of the certificates:
• Include a cover letter (or notation in the electronic filing submission) specifying the requested effective date and time.
• The specified effective date must not be later than a time on the 90th day after the date of filing, pursuant to DGCL § 103(d).
• Include provisions for withdrawal of the filing prior to the specified effective time, if desired, in accordance with DGCL § 103(d) (which permits cancellation of a delayed-effective filing prior to the effective time by filing a certificate of cancellation).
E. Coordination of Merger Filing. Coordinate with counsel for the SPAC, counsel for the target, and any other relevant parties to ensure that the Certificate of Merger (or Certificate of Merger and Certificate of Conversion, if applicable) is filed with the Delaware Secretary of State immediately following the effectiveness of the domestication filings. The Certificate of Merger should be prepared and ready for filing in advance of the closing date, with any remaining blanks (such as effective time) to be completed at the time of filing.
II. Coordination with Other Closing Documents
Confirm that the following related documents have been finalized, are internally consistent, and are consistent with the Certificate of Domestication and Certificate of Incorporation:
1. Amended and Restated Certificate of Incorporation. The Amended and Restated Certificate of Incorporation of the combined company, which is to be filed with the Delaware Secretary of State immediately after the merger closes (or adopted as part of the merger pursuant to the Agreement and Plan of Merger), should be finalized and approved by the boards and stockholders of all relevant entities. Confirm that the authorized capital stock, governance provisions, and all other terms of the Amended and Restated Certificate of Incorporation are consistent with the Business Combination Agreement and all related ancillary agreements.
2. Certificate of Merger. The Certificate of Merger to be filed with the Delaware Secretary of State immediately following the domestication effective time should be finalized. Confirm that the certificate complies with the requirements of the applicable sections of the DGCL (e.g., §§ 251, 252, 253, or 264, as applicable) and that the effective time of the merger is properly coordinated with the effective time of the domestication.
3. Business Combination Agreement. Review the Business Combination Agreement to confirm consistency of all defined terms, the description of the authorized capital stock of the combined company, the share conversion mechanics applicable to the domestication and the merger, the conditions to closing, and the representations and warranties relating to the organizational documents of the parties.
4. Officer's Certificates and Secretary's Certificates. Confirm the authorized signatories for all closing certificates. Ensure that the persons designated to sign the Certificate of Domestication, Certificate of Incorporation, Certificate of Merger, Amended and Restated Certificate of Incorporation, and all closing certificates have been duly authorized by the applicable boards of directors and that evidence of such authorization (e.g., board resolutions) is included in the closing deliverables.
5. Bylaws. Confirm that the Bylaws of the domesticated Delaware corporation have been adopted by the Board of Directors and are consistent with the Certificate of Incorporation (including any provisions relating to the number of directors, indemnification, and amendment procedures).
6. Stock Exchange Listing Application. Confirm that the listing application (e.g., Nasdaq or NYSE initial listing application for the combined company) has been filed and that the new corporate name and ticker symbol (if changed) are reflected in the listing application. Coordinate with the stock exchange to ensure that the name change and any changes to the corporation's CUSIP number and trading symbol are processed in connection with the closing.
7. Warrant Agreement Amendment. If the Company has outstanding public warrants and/or private placement warrants, confirm that any required amendments to the warrant agreement (or assumption of the warrant agreement by the domesticated entity) have been documented and are consistent with the terms of the Certificate of Incorporation, including the authorized capital stock provisions.
8. Transfer Agent Coordination. Notify the transfer agent of the domestication and the related share conversion mechanics. Provide the transfer agent with copies of the Certificate of Domestication, Certificate of Incorporation, and Conversion Table (Exhibit A) and coordinate the issuance of new Delaware stock certificates or book-entry shares to existing shareholders in accordance with the conversion mechanics.
III. Cayman Islands De-Registration
Coordinate with Cayman Islands counsel and the Company's registered agent in the Cayman Islands to ensure proper de-registration of the entity from the Cayman Islands Register of Companies following the effectiveness of the domestication. Confirm the following:
1. Automatic vs. Separate De-Registration. Determine whether de-registration from the Cayman Islands Register of Companies occurs automatically upon the effectiveness of the domestication under Delaware law, or whether a separate filing or application for de-registration is required under the Companies Act (As Revised) of the Cayman Islands. Under Section 206 of the Companies Act (As Revised), a registered Cayman Islands company that has transferred its domicile to a jurisdiction outside the Cayman Islands may apply to the Registrar of Companies for de-registration. Confirm the applicable procedures with Cayman Islands counsel.
2. Timeline for De-Registration. Confirm the timeline for filing any required de-registration notice or application under the Companies Act (As Revised) of the Cayman Islands, including any notice periods, waiting periods, or publication requirements. Ensure that the de-registration process is initiated promptly following the effectiveness of the domestication to avoid any period of dual registration.
3. Registered Agent Filings. Determine whether the Company's registered agent in the Cayman Islands is required to file any termination documents, notifications, or other filings with the Registrar of Companies in the Cayman Islands in connection with the de-registration. Coordinate with the registered agent to ensure that all required filings are made in a timely manner.
4. Tax Clearance. Confirm whether any tax clearance certificate or other governmental approval is required from the Cayman Islands Tax Information Authority or other governmental body in connection with the de-registration. While the Cayman Islands does not impose corporate income tax, there may be other regulatory or administrative requirements that must be satisfied.
5. Outstanding Obligations. Confirm that the Company has no outstanding obligations, liabilities, or regulatory matters in the Cayman Islands that would prevent or delay de-registration, including any outstanding annual returns, fees, or penalties owed to the Registrar of Companies.
6. Documentation Retention. Ensure that all corporate record

CERTIFICATE OF DOMESTICATION AND CERTIFICATE OF INCORPORATION

TEMPLATE FORM

PART ONE

CERTIFICATE OF DOMESTICATION

CERTIFICATE OF DOMESTICATION

UNDER SECTION 388 OF THE

DELAWARE GENERAL CORPORATION LAW

PART TWO

CERTIFICATE OF INCORPORATION

CERTIFICATE OF INCORPORATION

ARTICLE I.

ARTICLE II.

REGISTERED AGENT AND REGISTERED OFFICE

ARTICLE III.

ARTICLE IV.

AUTHORIZED CAPITAL STOCK

ARTICLE V.

BOARD OF DIRECTORS

ARTICLE VI.

ARTICLE VII.

LIMITATION OF DIRECTOR LIABILITY

ARTICLE VIII.

ARTICLE IX.

AMENDMENT OF CERTIFICATE OF INCORPORATION

ARTICLE X.

INCORPORATOR / AUTHORIZED PERSON

ARTICLE XI.

EXHIBITS AND ATTACHMENTS

FILING INSTRUCTIONS AND NOTES

Record

Parties

Dates

Amounts