Liftoff Mobile, Inc. 8K

Liftoff Mobile, Inc. adopted an Amended and Restated Certificate of Incorporation effective June 3, 2026, significantly revising its capital structure and corporate governance, including a 1.3-for-1 reclassification of its Class A and Class B shares into a single common stock and governance rights favoring Blackstone and other designated stockholders.

Liftoff Mobile, Inc. filed an Amended and Restated Certificate of Incorporation, effective June 3, 2026, in connection with its IPO, which (i) reclassifies each outstanding share of its prior Class A and Class B common stock into 1.3 shares of a single class of common stock with cash in lieu of fractional shares, (ii) establishes a new capital structure authorizing 7,000,000,000 shares of common stock and 700,000,000 shares of preferred stock with broad board discretion to set preferred terms, (iii) embeds extensive governance provisions allocating director designation, removal, and stockholder consent rights to Blackstone and other “Designating Stockholders” under related Stockholders Agreements, (iv) opts out of DGCL Section 203 but adopts a customized business-combination regime with carve‑outs for Designating Stockholders, and (v) adds director and officer exculpation, a Delaware and federal forum-selection clause, corporate-opportunity waivers in favor of certain stockholders, and a Litigation Demand Committee for derivative claims.

Filing Facts

CIK

1850351

Ticker

-

Form

8K

Source Type

sec

Accession

0001193125-26-261867

Alert Tier

5