Volato Group, Inc.: PACI ceased to be a shell company as a result of the Business Combination.
“As a result of the Business Combination, PACI ceased to be a shell company.”
Governance Changes
Charter, bylaw, and control-related changes under 8-K Items 5.03/5.05/5.06.
Volato Group, Inc.: New code of business conduct adopted.
“On the Closing Date, in connection with the Closing, the Board adopted a new code of business conduct applicable to all of Volato Group’s employees, officers and directors.”
Volato Group, Inc.: Amended and Restated Bylaws adopted.
“the Board approved and adopted Volato Group’s Amended and Restated Bylaws, which became effective upon the consummation of the Business Combination.”
Volato Group, Inc.: Second Amended and Restated Certificate of Incorporation adopted.
“Volato Group’s Second Amended and Restated Certificate of Incorporation, which became effective upon filing with the Secretary of State of the State of Delaware on the Closing Date, includes the amendments included in the Charter Proposal.”
Borealis Foods Inc.: Extended the date to consummate a business combination from December 8, 2023 to June 8, 2024 (effective 2023-12-05).
“On December 5, 2023, in connection with the Extraordinary General Meeting (as defined below), Oxus Acquisition Corp. (the “Company”) filed an amendment (the “Charter Amendment”) to the Company’s Second Amended and Restated Memorandum and Articles of Association (the “Charter”) with the Registrar of Companies in the Cayman Islands to extend the date by which the Company must consummate its initial business combination from December 8, 2023 to June 8, 2024, or such earlier date as determined by the Company’s board of directors (the “Extended Date”).”
Brand Engagement Network Inc.: Amended the company's memorandum and articles of association to extend the deadline to consummate a business combination from December 4, 2023 to May 4, 2024 (effective 2023-12-01).
“On December 1, 2023, the Company held the Extension Meeting, to amend the Company’s amended and restated memorandum and articles of association (the “ Articles Amendment ”) to extend the date by which the Company has to consummate a business combination from December 4, 2023 to May 4, 2024 (such proposal, the “ Extension Amendment Proposal ”).”
Sunlight Financial Holdings Inc.: Amended and restated bylaws.
“On the Effective Date, the bylaws of the Company were amended to be in the form of the Second Amended and Restated Bylaws attached as Exhibit 3.2”
Sunlight Financial Holdings Inc.: Amended and restated certificate of incorporation.
“On the Effective Date, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Date, was amended to be in the form of the Third Amended and Restated Certificate of Incorporation attached as Exhibit 3.1”
WB Burgers Asia, Inc.: Filed Certificate of Change with Nevada Secretary of State to effect a 100-to-1 reverse stock split, reducing outstanding common shares without changing authorized shares (effective 2023-12-06).
“On December 6, 2023, the Certificate of Change was filed with the Nevada Secretary of State in accordance with the above.”
IN8BIO, INC.: Board approved and adopted Second Amended and Restated Bylaws with changes addressing universal proxy rules, advance notice requirements, and other updates (effective 2023-12-06).
“On December 6, 2023, the Board approved and adopted the Second Amended and Restated Bylaws of the Company (the “Amended Bylaws”), which became effective immediately.”
Garrett Motion Inc.: Amended and restated the Third Amended and Restated By-laws, including changes to advance notice by-laws, proxy access by-laws, and other administrative revisions (effective 2023-12-06).
“On December 6, 2023, the board of directors (the “Board”) of Garrett Motion Inc. (the “Company”) adopted a resolution amending and restating the Third Amended and Restated By-laws of the Company effective immediately (the “By-law Amendments”).”
SYNCHRONOSS TECHNOLOGIES INC: Approved amendment to Certificate of Incorporation to effect a 1-for-9 reverse stock split and reduction in authorized shares, and to limit officer liability in certain circumstances (effective 2023-12-06).
“On December 4, 2023, the stockholders of Synchronoss Technologies, Inc. (the “Company”) approved proposals at a special meeting of stockholders (the “Special Meeting”) amending the Company’s Restated Certificate of Incorporation (as amended, the “Certificate of Incorporation”), to (i) effect a reverse stock split of the Company’s common stock, $0.0001 par value (“Common Stock”), at a ratio in the range of 1-for-5 to 1-to-20, and an associated reduction in the number of shares of Common Stock the Company is authorized to issue and (ii) to limit the liability of certain officers in limited circumstances.”
CROWN CASTLE INC.: Amended and restated bylaws to remove Acting in Concert provisions regarding stockholder proposals and director nominations (effective 2023-12-06).
“On December 6, 2023, the Board amended and restated its By-laws (as amended and restated, "2023 By-laws"), effective immediately, removing the Acting in Concert provisions in the By-laws that required that stockholders seeking to submit proposals or to nominate director candidates provide the Company with information which could be difficult for such stockholders to obtain.”
Starwood Credit Real Estate Income Trust: Adopted new Bylaws effective December 1, 2023 (effective 2023-12-01).
“In connection with the execution of the Amended and Restated Declaration of Trust, effective on December 1, 2023, the Company adopted its Bylaws.”
Starwood Credit Real Estate Income Trust: Amended and restated Declaration of Trust effective December 1, 2023 (effective 2023-12-01).
“Effective on December 1, 2023, the Company executed its Amended and Restated Declaration of Trust (the “Amended and Restated Declaration of Trust”), which amended and restated the Company’s Declaration of Trust, dated June 28, 2023.”
New Mountain Guardian IV BDC, L.L.C.: Removed the ability to recall unused capital contributions after termination of the Investment Period for paying Fund Indebtedness (effective 2023-12-06).
“The Third Amended and Restated LLC Agreement amends the Second Amended and Restated LLC Agreement to remove the ability of the Company to recall unused capital contributions following the termination of the Company's Investment Period for the sole purpose of paying Fund Indebtedness.”
Quadro Acquisition One Corp.: Approved amendment to Second Amended and Restated Memorandum and Articles of Association to extend the termination date for consummating a business combination from November 22, 2023 to May 22, 2023 (or such earlier date as determined by the Board) via monthly extensions (effective 2023-11-20).
“At the EGM, the Extension Amendment Proposal (as defined below) to amend the Company’s Second Amended and Restated Memorandum and Articles of Association (“ Charter Amendment ”) was approved. Under Cayman Islands law, the Charter Amendment took effect upon approval of the Extension Amendment Proposal.”
ContextLogic Inc.: The board of directors adopted Amended and Restated Bylaws to modify the definition of 'Acting in Concert' (effective 2023-12-05).
“On December 5, 2023, the board of directors of ContextLogic Inc. (the “Company”) unanimously adopted Amended and Restated Bylaws of the Company (the bylaws, as so amended and restated, the “Amended and Restated Bylaws”), effective immediately, in order to modify the definition of “Acting in Concert” contained therein.”
Xos, Inc.: Xos, Inc. filed a Certificate of Amendment to effect a 1-for-30 reverse stock split, effective as of 5:00 p.m. ET on December 6, 2023, with trading on Nasdaq on a split-adjusted basis beginning December 7, 2023. The reverse split was approved by stockholders and the Board of Directors (effective 2023-12-06).
“On December 6, 2023, Xos, Inc. (the “Company”) filed with the Secretary of State of the State of Delaware a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Certificate of Incorporation to effect a 1 ‐ for ‐ 30 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”), effective as of 5:00 p.m. Eastern Time on December 6, 2023.”
NMF SLF I, Inc.: Approved and restated Bylaws to provide that the Company shall not be required to hold an annual meeting of stockholders in any year in which election of directors is not required under the Investment Company Act of 1940 (effective 2023-11-30).
“On November 30, 2023, the board of directors of the Company approved an amendment and restatement of the Company’s Bylaws (the “ Amended and Restated Bylaws ”).”
Morphic Holding, Inc.: Amended Code of Conduct and Ethics to update and clarify provisions covering scope, compliance, conflicts, expenses, confidentiality, asset use, public communications, and reporting procedures (effective 2023-12-01).
“On December 1, 2023, the Board of Directors (the “Board”) of Morphic Holding, Inc., a Delaware corporation (the “Company”), approved certain amendments to its Code of Conduct and Ethics (as amended, the “Code”).”
Super League Enterprise, Inc.: Filed Series AAA Certificate of Designation designating 9,400 shares of Series AAA Preferred Stock (effective 2023-11-30).
“On November 30, 2023, the Company filed the Series AAA Certificate of Designation, designating 9,400 shares of Series AAA Preferred in connection with the Offering.”
Worthington Steel, Inc.: Amended Regulations became effective in connection with the Separation (effective 2023-11-30).
“the Company’s Amended Articles of Incorporation and Amended Regulations became effective.”
Worthington Steel, Inc.: Amended Articles of Incorporation became effective in connection with the Separation (effective 2023-11-30).
“the Company’s Amended Articles of Incorporation and Amended Regulations became effective.”
INTEL CORP: Intel's Board approved multiple amendments to the Bylaws, including updates to stockholder meeting procedures, removal of term limits for certain board leadership positions, designation of federal district courts as exclusive forum for Securities Act claims, and various technical and conforming revi (effective 2023-11-29).
“On November 29, 2023, the Board of Directors (the “Board”) of Intel Corporation (“Intel”) approved amendments to Intel’s Bylaws (as amended, the “Bylaws”), effective immediately.”
WeCapital Holdings, Inc.: Certificate of Amendment filed to change company name from Perfect Solutions Group, Inc. to WeCapital Holdings, Inc (effective 2023-12-04).
“On December 4, 2023, we filed a Certificate of Amendment with the Nevada Secretary of State to change our name from Perfect Solutions Group, Inc. to WeCapital Holdings, Inc.”
XBP Global Holdings, Inc.: The Board ratified the existing amended and restated bylaws in connection with the closing; however no substantive bylaw amendment described.
“the Board ratified, approved and adopted the Amended and Restated Certificate of Incorporation and ratified the Company’s existing amended and restated bylaws”
XBP Global Holdings, Inc.: Company ceased to be a shell company as a result of the merger.
“As a result of the Merger, which fulfilled the definition of a business combination as required by the Old Charter, the Company ceased to be a shell company (as defined in Rule 12b-2 of the Exchange Act) as of the Closing.”
XBP Global Holdings, Inc.: Adopted a new Code of Business Conduct and Ethics following the consummation of the business combination (effective 2023-11-29).
“a new Code of Business Conduct and Ethics (the " Code of Conduct ")”
XBP Global Holdings, Inc.: Amended and restated certificate of incorporation filed, authorizing 160M common and 10M preferred shares, effective upon closing of business combination (effective 2023-11-29).
“On the Closing Date, in connection with the consummation of the Business Combination, the Company’s amended and restated certificate of incorporation (the " Old Charter ") was amended and restated by the filing of the New Charter. The New Charter became effective upon filing with the Secretary of State of the State of Delaware on November 29, 2023”
Nuvve Holding Corp.: Reduced quorum requirement for stockholder meetings from a majority to at least one-third in voting power (effective 2023-12-01).
“The Second Amended and Restated Bylaws, which became effective immediately, reduces the quorum requirement at all meetings of the Company’s stockholders from a majority in voting power of the Company’s shares of stock entitled to vote at the meeting to at least one-third in voting power of the Company’s shares of stock entitled to vote at the meeting.”
Science 37 Holdings, Inc.: Filed a Certificate of Amendment to effect a 1-for-20 reverse stock split of common stock (effective 2023-12-08).
“On December 4, 2023, Science 37 Holdings, Inc. (the “Company”) filed a Certificate of Amendment (the “Amendment”) to its Second Amended and Restated Certificate of Incorporation (as amended to date, the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware to effect a one-for-twenty (1-for-20) reverse stock split (the “Reverse Stock Split”) of its outstanding common stock, par value $0.0001 per share (the “Common Stock”).”
Terra Property Trust, Inc.: Filed Second Articles of Amendment and Restatement to permit earlier conversion of Class B Common Stock into Class A Common Stock upon a direct listing and to include springing provisions required by NASAA REIT Guidelines (effective 2023-12-01).
“On December 1, 2023, Terra Property Trust, Inc., a Maryland corporation (the “Company”), filed the Second Articles of Amendment and Restatement of the Company (the “Second Articles”) with the State Department of Assessments and Taxation of Maryland (“SDAT”).”
PAVmed Inc.: Filing of a Certificate of Amendment to the Amended and Restated Certificate of Incorporation to effect a 1-for-15 reverse stock split, reducing the authorized common shares from 250,000,000 to 50,000,000 (effective 2023-12-07).
“On December 5, 2023, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “ Charter Amendment ”) with the Secretary of State of the State of Delaware, pursuant to which, effective at 12:01 a.m. Eastern Time on December 7, 2023, the Reverse Split will be effected.”
Silo Pharma, Inc.: Decreased authorized shares of common stock from 500,000,000 to 100,000,000 (effective 2023-12-04).
“On December 4, 2023, the Company filed a Certificate of Amendment (the “Amendment”) to its Certificate of Incorporation with the Delaware Secretary of State to decrease its authorized shares of common stock from 500,000,000 shares to 100,000,000 shares.”
WORTHINGTON ENTERPRISES, INC.: Amended articles of incorporation to change company name from Worthington Industries, Inc. to Worthington Enterprises, Inc., effective on the Distribution Date (effective 2023-12-01).
“On December 1, 2023, the Company filed a certificate of amendment to amend its articles of incorporation (the “ Amended Articles ”) to change the name of the Company from “Worthington Industries, Inc.” to “Worthington Enterprises, Inc.” (the “ Name Change ”).”
Global Asset Management Group, Inc.: The registrant ceased being a shell company upon completion of a share exchange transaction.
“As a result of the completion of the share exchange transaction described in Item 2.01 (Completion of Acquisition or Disposition of Assets) of this current report on Form 8-K, which is incorporated herein in its entirety, we ceased being a “shell company,” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended.”
GLOBALINK INVESTMENT INC.: Stockholders approved an amendment to the Amended and Restated Certificate of Incorporation to change the structure and cost of the Company's right to extend the termination date for a business combination by up to twelve monthly extensions to December 9, 2024, requiring a $60,000 deposit per extens (effective 2023-11-28).
“The stockholders of the Company approved the Amendment of Charter at the Special Meeting, changing the structure and cost of the Company’s right to extend the date (the “ Termination Date ”) by which the Company must (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses (a “business combination”), (ii) cease its operations if it fails to complete such business combination, and (iii) redeem or repurchase 100% of the Company’s outstanding public shares of common stock included as part of the units sold in the Company’s initial public offering that closed on December 9, 2021 (the “ IPO ”), which is currently December 9, 2023 unless extended.”
Roth CH Acquisition V Co.: Filed charter amendment to extend business combination deadline up to December 3, 2024 and expand penny stock rule methods (effective 2023-12-01).
“On December 1, 2023, as approved by its stockholders at a special meeting of stockholders held on December 1, 2023 (the “Special Meeting”), Roth CH Acquisition V Co., a Delaware corporation (the “Company”), filed with the Delaware Secretary of State an amendment to its amended and restated certificate of incorporation (the “Charter Amendment”), to, among other things, (i) give the Company the right to extend the date by which the Company has to consummate a business combination up to twelve (12) times, each such extension for an additional one (1) month period (each, an “Extension”), from December 4, 2023 to December 3, 2024 (i.e., for a period of time ending 36 months from the consummation of the IPO) and (ii) expand the methods that the Company may employ to not become subject to the “penny stock” rules of the Securities and Exchange Commission.”
Integral Acquisition Corp 1: Stockholders approved amendments to the Charter to extend the business combination deadline from November 3, 2023 to November 5, 2024, and to allow Class B stockholders to convert shares to Class A shares on a one-for-one basis prior to a business combination (effective 2023-11-02).
“At the Meeting, the Charter Amendment Proposals (as defined below) to further amend the Charter (the “ Charter Amendment” ) were approved. Under Delaware law, the Charter Amendment took effect upon the filing of the Charter Amendment with the Secretary of State of the State of Delaware on November 2, 2023.”
MSD Investment Corp.: Filed Articles Supplementary designating 250 shares of Series A Preferred Stock as a new class of preferred stock (effective 2023-11-30).
“the Company filed Articles Supplementary (the “ Articles Supplementary ”), designating 250 authorized but unissued shares of the Company’s preferred stock as Series A Preferred Stock, which were accepted for record by the State Department of Assessments and Taxation of Maryland on November 30, 2023.”
Paylocity Holding Corp: Third Amended and Restated Bylaws adopted to conform director removal provision to charter and make administrative amendments concerning remote meeting notice and adjournment for technical failure (effective 2023-11-30).
“upon filing of the Restated Charter with the Secretary of State of the State of Delaware, the Company’s Third Amended and Restated Bylaws (the “Restated Bylaws”) became effective.”
Paylocity Holding Corp: Third Amended and Restated Certificate of Incorporation filed to allow removal of directors with or without cause (effective 2023-11-30).
“The Charter Amendment became effective upon the filing of a Third Amended and Restated Certificate of Incorporation (the “Restated Charter”) with the Secretary of State of the State of Delaware on November 30, 2023 to effect the changes set forth below.”
Vistance Networks, Inc.: Board adopted Sixth Amended and Restated Bylaws including universal proxy rules, proxy card color requirements, enhanced stockholder nomination procedures, and other changes (effective 2023-11-30).
“On November 30, 2023, the Board of Directors (the “Board”) of CommScope Holding Company, Inc. (the “Company”) approved and adopted the Sixth Amended and Restated Bylaws of the Company (the “Sixth Amended and Restated Bylaws”), which became effective the same day.”
RYVYL Inc.: Filed Certificate of Designations for Series B Convertible Preferred Stock (effective 2023-11-28).
“on November 28, 2023, the Company filed with the Secretary of State of the State of Nevada a Certificate of Designations of Rights and Preferences of Series B Convertible Preferred Stock”
QXO, Inc.: Eliminated Series A Preferred Stock by filing Certificate of Elimination, returning those shares to authorized but unissued status (effective 2023-12-01).
“On December 1, 2023, SilverSun filed a Certificate of Elimination with the Secretary of State of the State of Delaware with respect to the Company’s Series A Preferred Stock (the “ Series A Preferred Stock ”), pursuant to which the Series A Preferred Stock was eliminated and returned to the status of authorized and unissued preferred shares of the Company.”
Enpro Inc.: Amended bylaws solely to reflect the name change to Enpro Inc (effective 2023-12-01).
“At such time, the bylaws of the Company were amended solely to reflect such change in the Company’s name.”
Enpro Inc.: Amended articles of incorporation to change company name from EnPro Industries, Inc. to Enpro Inc (effective 2023-12-01).
“On December 1, 2023, the articles of incorporation of the registrant, previously named EnPro Industries, Inc., were amended to change the name of the registrant to Enpro Inc.”
ENGLOBAL CORP: Filed Certificate of Amendment to effect a 1-for-8 reverse stock split (effective 2023-11-30).
“On November 30, 2023, the Company filed a Certificate of Amendment to the Restated Articles of Incorporation of the Company with the Secretary of State of the State of Nevada (the “Certificate of Amendment”) to effect a 1-for-8 reverse stock split”
PARTNERS BANCORP: Partners ceased to exist upon merger; its articles and bylaws ceased to be in effect by operation of law.
“As a result of the Merger, at the Effective Time, Partners ceased to exist and the Articles of Incorporation and the Bylaws of Partners ceased to be in effect by operation of law.”
Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.