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2025-08-14
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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 14, 2025
Chrome Holding Co.
(Exact name of registrant as specified in its charter)
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| Delaware |
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001-39587 |
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87-1240344 |
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(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
870 Market Street, Room 415
San Francisco, California 94102
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (650) 938-6300
23andMe Holding Co.
(Former name or former address, if changed since last
report.)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which
registered |
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On and effective as of August 14, 2025, 23andMe Holding Co., a Delaware
corporation (the “Company”), filed a certificate of amendment (the “CoI Amendment”) amending the Company’s
Certificate of Incorporation (as amended, the “CoI”), with the Secretary of State of the State of Delaware to change its name
from “23andMe Holding Co.” to “Chrome Holding Co.” (the “Name Change”). The Name Change does not affect
the rights of the Company’s stockholders, and there were no other changes to the CoI.
The foregoing description of the CoI Amendment is qualified in its
entirety by reference to copy of the full text of the CoI Amendment, which is attached hereto as Exhibit 3.1 and is incorporated herein
by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit
No. |
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Description of Exhibit |
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| 3.1. |
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Certificate of Amendment to the Certificate of Incorporation |
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| 104 |
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Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CHROME HOLDING CO. |
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| Date: August 15, 2025 |
By: |
/s/ Joseph Selsavage |
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Name: Joseph Selsavage |
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Title: Interim Chief Executive Officer, and Chief Financial and Accounting Officer |
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