EX-3.5 7 exhibit35-sx1.htm EX-3.5

Document

Exhibit 3.5

Delaware

Page 1

The First State

I, CHARUNI PATIBANDA-SANCHEZ, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “PATTERN GROUP INC.”, FILED IN THIS OFFICE ON THE TWENTY-EIGHTH DAY OF MAY, A.D. 2025, AT 3:48 O`CLOCK P.M.

CERTIFICATE OF AMENDMENT

OF THE

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

PATTERN GROUP INC.

(Pursuant to Sections 242 of the

General Corporation Law of the State of Delaware)

Pattern Group Inc., a corporation organized and existing under the laws of the State of Delaware (the "‘Corporation ”), does hereby certify that:

1.    The Amended and Restated Certificate of Incorporation of the Corporation

has been amended as follows by replacing the first sentence of Article FOURTH as it now exists with the following:

The total number of shares of all classes of stock which the Corporation shall have authority to issue is (i) 154,100,109 shares of Common Stock, $0,001 par value per share (“Common Stock”) and (ii) 117,840,936 shares of Preferred Stock, $0,001 par value per share (“Preferred Stock”).

2.    This Certificate of Amendment has been duly adopted by the board of directors and stockholders of the Corporation in accordance with the applicable provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, this Certificate of Amendment has been executed by the President and Chief Executive Officer of the Corporation this 28th day of May, 2025.

PATTERN GROUP INC.
By:			/s/ David Wright
Name:			David Wright
Title:			President and CEO