Item 5.03 Amendments to Articles of Incorporation or Bylaws
Amendment and Restatement of Certificate of Incorporation
On March 26, 2021, DigitalOcean Holdings, Inc. (the "Company") filed an Amended
and Restated Certificate of Incorporation (the "Restated Certificate") with the
Secretary of State of the State of Delaware in connection with the closing of
the Company's initial public offering of its common stock (the "IPO"). The
Company's board of directors and stockholders previously approved the Restated
Certificate to be effective immediately prior to the closing of the IPO. The
Restated Certificate is attached hereto as Exhibit 3.1 and is incorporated
herein by reference.
Amendment and Restatement of Bylaws
On March 26, 2021, the Company's Amended and Restated Bylaws (the "Restated
Bylaws") became effective in connection with the closing of the IPO. The
Company's board of directors and stockholders previously approved the Restated
Bylaws to be effective immediately prior to the closing of the IPO. The Restated
Bylaws are attached hereto as Exhibit 3.2 and are incorporated herein by
reference.
Please see the description of the Restated Certificate and the Restated Bylaws
in the section titled "Description of Capital Stock" in the final prospectus the
Company filed with the U.S. Securities and Exchange Commission on March 24, 2021
pursuant to Rule 424(b) under the Securities Act of 1933, as amended, relating
to the Registration Statement on Form S-1, as amended (File No. 333-253483).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
3.1 Amended and Restated Certificate of Incorporation of DigitalOcean
Holdings, Inc.
3.2 Amended and Restated Bylaws of DigitalOcean Holdings, Inc.
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