SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 13, 2023
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction of |
incorporation or organization)
229 West 43rd Street
New York, New York 10036
(Address of registrant’s principal executive offices, and zip code)
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|¨||Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|¨||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|¨||Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|¨||Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class|| |
Name of each exchange
on which registered
|Class A Common Stock, $0.0001 par value per share|| ||BZFD|| ||The Nasdaq Stock Market LLC|
|Redeemable warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share|| ||BZFDW|| ||The Nasdaq Stock Market LLC|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 13, 2023, BuzzFeed, Inc. (the “Company”), filed a Certificate of Change of Registered Agent and/or Registered Office (the “Certificate of Change”) with the Secretary of State of the State of Delaware to change the Company’s registered agent to The Corporation Trust Company and its registered office to Corporation Trust Center, 1209 Orange Street, County of New Castle, Wilmington, Delaware 19810. The Certificate of Change was approved by the Company’s Board of Directors in accordance with the Delaware General Corporation Law and has the effect of amending Article II of the Company's Second Amended and Restated Certificate of Incorporation. A copy of the Certificate of Change is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Date:||March 15, 2023|| || |
| || ||BuzzFeed, Inc.|
| || || || |
| || ||By:|| /s/ Jonah Peretti|
| || || ||Name: Jonah Peretti|
| || || ||Title: Chief Executive Officer|
STATE OF DELAWARE
CERTIFICATE OF CHANGE OF REGISTERED AGENT AND/OR REGISTERED OFFICE
The corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:
1.The name of the corporation is BuzzFeed, Inc.
2.The Registered Office of the corporation in the State of Delaware is changed to Corporation Trust Center, 1209 Orange Street (street), in the City of Wilmington, County of New Castle Zip Code 19801. The name of the Registered Agent as such address upon whom process against this Corporation may be served is THE CORPORATION TRUST COMPANY.
3.The foregoing change to the registered office/agent was adopted by a resolution of the Board of Directors of the corporation.
By: /s/David Arroyo Authorized Officer
Name: David Arroyo Print or Type