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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