EX-3.1 2 ny20001834x19_ex3-1.htm EXHIBIT 3.1

Exhibit 3.1

Registrar of Companies
Government Administration Building
133 Elgin Avenue
George Town
Grand Cayman
 
L&F Acquisition Corp. (ROC #365354) (“L&F” or the “Company”)
 
TAKE NOTICE that by minutes of an extraordinary general meeting of L&F dated 3 May 2022, the following special resolution was passed:
 
1
Resolution No. 1
 

RESOLVED, as a special resolution, that:
 
(a)
the first sentence of Article 49.7 of L&F’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new first sentence of Article 49.7:
 

“In the event that the Company does not consummate a Business Combination within 21 months from the consummation of the IPO, or such later time as the Members may approve in accordance with the Articles, the Company shall:”

(b)
Article 49.8(a) of L&F’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.8(a):
 

“to modify the substance or timing of the Company’s obligation to: (i) allow redemptions of the Public Shares in connection with a Business Combination or: (ii) redeem 100 per cent of the Public Shares if the Company has not completed a Business Combination within 21 months from the closing of the IPO, or such later time as the Members may approve in accordance with the Articles; and/or”
 
/s/ Ahmaree Piercy
 
 
Ahmaree Piercy
Corporate Administrator
for and on behalf of
Maples Corporate Services Limited
 
Dated this 3rd day of May 2022