fix-certificate-of — Workgraph

Metadata

Status	done
Assigned	`agent-463`
Agent identity	`f51439356729d112a6c404803d88015d5b44832c6c584c62b96732b63c2b0c7e`
Model	`claude:sonnet`
Created	2026-04-13T20:56:46.438062428+00:00
Started	2026-04-13T21:03:45.335315926+00:00
Completed	2026-04-13T21:15:18.611379643+00:00
Tags	`eval-scheduled`
Eval score	0.92
└ blocking impact	1.00
└ completeness	1.00
└ coordination overhead	1.00
└ correctness	1.00
└ downstream usability	0.95
└ efficiency	0.90
└ intent fidelity	0.96
└ style adherence	0.95

Description

The Certificate of Amendment currently states that 'all authorized shares of Class B Common Stock have been issued' as of effectiveness. This is inaccurate — only Erik Garrison's 2,750,000 Class B shares are issued at recapitalization. The remaining 2,250,000 authorized Class B shares will be issued later to the other founders (Vaughn Tan and Luca Pinello) via separate board resolutions and RSPAs.

Fix the Certificate of Amendment (corporate/01_Certificate_of_Amendment.typ) to:

Find the language claiming all Class B shares have been issued
Change it to accurately reflect that only the recapitalization shares (Erik's 2,750,000) are being issued at this time
Something like: 'Upon effectiveness, 2,750,000 shares of Class B Common Stock shall be issued to the Sole Stockholder pursuant to the Recapitalization' — or simply remove the 'all shares issued' claim
Make sure the total authorized count (5,000,000 Class B) remains correct
Check if the Board Resolution or Stockholder Consent reference this same language and fix for consistency

After changes, run make all from the corporate/ directory to rebuild PDFs. Then commit and push to origin.

Validation

Certificate no longer claims all Class B shares are issued at effectiveness
Erik's 2,750,000 recapitalization is correctly stated
Total authorized Class B (5,000,000) is unchanged
Board Resolution and Stockholder Consent are consistent
PDFs compile without errors
Changes committed and pushed

## Description
The Certificate of Amendment currently states that 'all authorized shares of Class B Common Stock have been issued' as of effectiveness. This is inaccurate — only Erik Garrison's 2,750,000 Class B shares are issued at recapitalization. The remaining 2,250,000 authorized Class B shares will be issued later to the other founders (Vaughn Tan and Luca Pinello) via separate board resolutions and RSPAs.

Fix the Certificate of Amendment (`corporate/01_Certificate_of_Amendment.typ`) to:
1. Find the language claiming all Class B shares have been issued
2. Change it to accurately reflect that only the recapitalization shares (Erik's 2,750,000) are being issued at this time
3. Something like: 'Upon effectiveness, 2,750,000 shares of Class B Common Stock shall be issued to the Sole Stockholder pursuant to the Recapitalization' — or simply remove the 'all shares issued' claim
4. Make sure the total authorized count (5,000,000 Class B) remains correct
5. Check if the Board Resolution or Stockholder Consent reference this same language and fix for consistency

After changes, run `make all` from the `corporate/` directory to rebuild PDFs.
Then commit and push to origin.

## Validation
- Certificate no longer claims all Class B shares are issued at effectiveness
- Erik's 2,750,000 recapitalization is correctly stated
- Total authorized Class B (5,000,000) is unchanged
- Board Resolution and Stockholder Consent are consistent
- PDFs compile without errors
- Changes committed and pushed

Depends on

Required by

Log

2026-04-13T20:56:46.429696851+00:00 Task paused
2026-04-13T21:01:19.725199217+00:00 Task resumed
2026-04-13T21:03:45.335318411+00:00 Spawned by coordinator --executor claude --model sonnet
2026-04-13T21:13:56.844981631+00:00 Starting task: fix Certificate of Amendment 'all Class B shares issued' language
2026-04-13T21:14:27.161491623+00:00 Found the bug on line 110 of 01_Certificate_of_Amendment.typ: 'all authorized shares of Class B Common Stock have been issued' — only 2,750,000 of 5,000,000 are issued at effectiveness. Board Resolution and Stockholder Consent are already correct.
2026-04-13T21:14:50.807780668+00:00 make all succeeded — 26 PDFs compiled without errors
2026-04-13T21:15:10.689374936+00:00 Committed: b448413 — pushed to remote
2026-04-13T21:15:18.579210421+00:00 Validation: (1) Certificate no longer claims all Class B shares issued — fixed to '2,750,000 shares... to Sole Stockholder per Recapitalization'. (2) Erik's 2,750,000 recapitalization correctly stated. (3) Total authorized Class B (5,000,000) unchanged. (4) Board Resolution and Stockholder Consent were already correct — no changes needed. (5) make all compiled 26 PDFs without errors.
2026-04-13T21:15:18.611384642+00:00 Task marked as done