secwatch / observer

Governance Changes

Charter, bylaw, and control-related changes under 8-K Items 5.03/5.05/5.06.

8-K items 5.03, 5.05, 5.06 JSON
CORNER GROWTH ACQUISITION CORP. 2

CORNER GROWTH ACQUISITION CORP. 2: Amended charter to extend business combination deadline from December 31, 2025 to December 31, 2026 (effective 2025-12-23).

“On December 23, 2025, Corner Growth Acquisition Corp. 2 (the “Company”) held an extraordinary general meeting (the “Meeting”) to approve a proposal to amend the Company’s amended and restated memorandum and articles of association, as amended (the “Charter”), to effectuate an extension of time for the Company to consummate an initial business combination from December 31, 2025 to December 31, 2026, or such earlier liquidation and dissolution date as the Company’s board of directors may approve (the “Extension”).”
GTIJF GRAPHJET TECHNOLOGY

GRAPHJET TECHNOLOGY: Shareholders approved a charter amendment to increase share capital, and the Company filed the Third Amended and Restated Memorandum and Articles of Association (effective 2025-12-22).

“and authorized the Company to file the Third Amended and Restated Memorandum and Articles of Association”
MWYN Marwynn Holdings, Inc.

Marwynn Holdings, Inc.: Increased authorized common shares from 45,000,000 to 500,000,000 (effective 2025-12-22).

“the Company filed a Certificate of Amendment to its Amended and Restated Articles of Incorporation with the Secretary of State of the State of Nevada on December 22, 2025 (the “Amendment”), to increase the number of authorized shares of common stock, $0.001 par value per share (“Common Stock”), from 45,000,000 to 500,000,000.”
SHAZ SharonAI Holdings Inc.

SharonAI Holdings Inc.: Reverse stock split 1-for-50 and reduction in authorized common stock to 100,136,341 shares (effective 2025-12-24).

“On December 23, 2025, SharonAI Holdings Inc. (the “Company”), filed a certificate of amendment to its certificate of incorporation with the Delaware Secretary of State, which by its terms becomes effective at 9:30am ET on December 24, 2025, to (i) effectuate a 1-for-50 reverse stock split of its outstanding common stock, including both shares of its Class A Ordinary Common Stock and Class B Super Common Stock, and (ii) reduce its authorized common stock to 100,136,341 shares, being 100,000,000 shares of Class A Ordinary Common Stock and 136,341 shares of Class B Super Common Stock.”
LLYVA Liberty Live Holdings, Inc.

Liberty Live Holdings, Inc.: Amended and restated bylaws to provide that the Chairman of the Board shall be an executive officer, resulting in the Chairman becoming Executive Chairman (effective 2025-12-19).

“On December 19, 2025, the board of directors (the “ Board ”) of Liberty Live Holdings, Inc. (the “ Company ”) approved an amendment and restatement of the Company’s bylaws (the “ Amended Bylaws ”), which became effective immediately. In addition to certain clarifying changes, the Amended Bylaws provide that the Chairman of the Board shall be an executive officer of the Company.”
FDS FACTSET RESEARCH SYSTEMS INC

FACTSET RESEARCH SYSTEMS INC: Approved Third Amended and Restated Certificate of Incorporation to change stockholder vote required for amendment of written consent provision from supermajority to majority and remove non-operative language relating to board declassification (effective 2025-12-22).

“FactSet stockholders approved the Third Amended and Restated Certificate of Incorporation to: (i) change the stockholder vote required for the amendment of the provision for stockholder action by written consent from supermajority to majority; and (ii) remove non-operative language relating to the declassification of the Board.”
ASRT Assertio Holdings, Inc.

Assertio Holdings, Inc.: Certificate of Amendment to certificate of incorporation to implement a 1-for-15 reverse stock split of common stock (effective 2025-12-26).

“On December 19, 2025, Assertio Holdings, Inc. (the “ Company ”) filed a Certificate of Amendment to its certificate of incorporation (the “ Certificate of Amendment ”) to implement a reverse stock split (the “ Reverse Split ”) of the Company’s common stock, par value $0.0001 per share (the “ Common Stock ”), at a ratio of 1:15 (the “ Reverse Split Ratio ”).”
Corner Growth Acquisition Corp.

Corner Growth Acquisition Corp.: Amendment to charter to extend deadline for business combination from December 31, 2025 to December 31, 2026 (effective 2025-12-31).

“to amend the Company’s Charter to extend the date by which the Company has to consummate a business combination from December 31, 2025 to December 31, 2026”
BRLT Brilliant Earth Group, Inc.

Brilliant Earth Group, Inc.: Company reincorporated from Delaware to Nevada; replaced Delaware certificate and bylaws with Nevada Charter and Nevada Bylaws (effective 2025-12-22).

“On December 22, 2025, Brilliant Earth Group, Inc. (the “Company”) filed (i) a certificate of conversion with the Secretary of State of the State of Delaware and (ii) articles of conversion with the Secretary of State of the State of Nevada, pursuant to which the reincorporation of the Company from the State of Delaware to the State of Nevada (the “Reincorporation”) became effective on December 22, 2025, at 4:01 p.m. Eastern Time (the “Effective Time”).”
Spree Acquisition Corp. 1 Ltd

Spree Acquisition Corp. 1 Ltd: Extended business combination deadline from December 20, 2025 to December 20, 2026 (effective 2025-12-19).

“The Extension Amendment extends the date by which the Company must consummate its initial business combination from December 20, 2025 to December 20, 2026, or such earlier date as may be determined by the Company’s board of directors.”
RENX RenX Enterprises Corp.

RenX Enterprises Corp.: Amended and restated bylaws to reflect the name change and incorporate all prior amendments; no other changes (effective 2025-12-19).

“effective December 19, 2025, the Company amended and restated its Amended and Restated Bylaws (the “Bylaws”) to reflect the Name Change and to incorporate all prior amendments into the Bylaws (the “Second Amended and Restated Bylaws”). The Second Amended and Restated Bylaws contain no other changes.”
RENX RenX Enterprises Corp.

RenX Enterprises Corp.: Amended and restated certificate of incorporation to change corporate name from Safe and Green Development Corporation to RenX Enterprises Corp (effective 2025-12-19).

“Effective December 19, 2025, Safe and Green Development Corporation, a Delaware corporation (the “Company”), changed its name to RenX Enterprises Corp. (the “Name Change”) by filing a Certificate of Amendment (the “Certificate of Amendment”) to its Amended and Restated Certificate of Incorporation”
INHD INNO HOLDINGS INC.

INNO HOLDINGS INC.: Filed Certificate of Amendment to effect a 1-for-24 reverse stock split of common stock (effective 2025-12-22).

“On December 18, 2025, Inno Holdings Inc. (the “ Company ”) filed a Certificate of Amendment to the Certificate of Formations of the Company with the Secretary of State of the State of Texas (the “ Certificate of Amendment ”) that provides for a 1-for-24 reverse stock split (the “ Split ”) of its shares of common stock, with no par value (the “ Common Stock ”) that became effective at 12:01 a.m. on December 22, 2025.”
BAYA Bayview Acquisition Corp

Bayview Acquisition Corp: Amended Second Amended and Restated Memorandum and Articles of Association to extend the deadline to complete initial business combination from December 19, 2025 to June 19, 2026, with up to six one-month extensions (effective 2025-06-17).

“to amend the Company’s Second Amended and Restated Memorandum and Articles of Association, dated as of September 16, 2024 and further amended by special resolution passed on June 17, 2025, by adopting an amendment to the Company’s Second Amended and Restated Memorandum and Articles of Association which reflects the extension of the date by which the Company must consummate a business combination up to six times from the Termination Date with all six Extensions comprised of one month each.”
KIDZ Classover Holdings, Inc.

Classover Holdings, Inc.: Stockholders approved redomestication from Delaware to Nevada, which will result in adoption of Nevada Charter and Nevada Bylaws upon filing of conversion documents (effective 2025-12-22).

“On December 22, 2025, at a special meeting of stockholders (the “Special Meeting”) of Classover Holdings, Inc. (the “Company”), the stockholders of the Company approved a proposal to redomesticate the Company (the “Redomestication”) from a corporation organized under the laws of the State of Delaware (the “Delaware Corporation”) to a corporation organized under the laws of the State of Nevada (the “Nevada Corporation”) by means of a plan of conversion (the “Plan of Conversion”)”
MDLN Medline Inc.

Medline Inc.: Amended and Restated Bylaws became effective (effective 2025-12-16).

“On December 16, 2025, the Company’s Amended and Restated Certificate of Incorporation (the “ Charter ”), substantially in the form previously filed as Exhibit 3.1 to the Registration Statement, and the Company’s Amended and Restated Bylaws (the “ Bylaws ”), substantially in the form previously filed as Exhibit 3.2 to the Registration Statement, became effective.”
MDLN Medline Inc.

Medline Inc.: Amended and Restated Certificate of Incorporation became effective, setting authorized capital stock to 50B shares Class A common, 50B shares Class B common, and 5B shares preferred (effective 2025-12-16).

“On December 16, 2025, the Company’s Amended and Restated Certificate of Incorporation (the “ Charter ”), substantially in the form previously filed as Exhibit 3.1 to the Registration Statement, and the Company’s Amended and Restated Bylaws (the “ Bylaws ”), substantially in the form previously filed as Exhibit 3.2 to the Registration Statement, became effective.”
SHAZ SharonAI Holdings Inc.

SharonAI Holdings Inc.: Pubco ceased to be a shell company upon consummation of the Business Combination.

“On the Effective Date, Pubco ceased to be a shell company”
SHAZ SharonAI Holdings Inc.

SharonAI Holdings Inc.: Adopted a new Code of Business Conduct and Ethics applicable to all employees, officers and directors.

“the Board adopted a new Code of Business Conduct and Ethics, which is applicable to all employees, officers and directors of the Company (including its Chief Executive Officer and other executive and senior financial officers)”
SHAZ SharonAI Holdings Inc.

SharonAI Holdings Inc.: Adopted new Bylaws, replacing Roth CH's governing documents (effective 2025-12-16).

“and also adopted the New Bylaws, which replace Roth CH’s governing documents in effect as of such time, respectively”
SHAZ SharonAI Holdings Inc.

SharonAI Holdings Inc.: Filed new Charter with Delaware Secretary of State, replacing prior governing document (effective 2025-12-16).

“on December 16, 2025, Pubco filed the New Charter with the Delaware Secretary of State”
ADAC American Drive Acquisition Co

American Drive Acquisition Co: Filed amended and restated memorandum and articles of association in connection with IPO (effective 2025-12-17).

“On December 17, 2025, in connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the “ Amended and Restated Memorandum and Articles of Association ”) with the Cayman Islands Registrar of Companies, which was effective on December 17, 2025.”
LPCV Launchpad Cadenza Acquisition Corp I

Launchpad Cadenza Acquisition Corp I: Amended and restated memorandum and articles of association filed effective December 17, 2025 (effective 2025-12-17).

“On December 17, 2025, in connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the “ Amended and Restated Memorandum and Articles of Association ”) with the Cayman Islands Registrar of Companies, which was effective on December 17, 2025.”
AMICUS THERAPEUTICS, INC.

AMICUS THERAPEUTICS, INC.: On December 19, 2025, the Board approved and adopted a Forum Selection Amendment to the Company's existing By-laws, adding a new Section 6.5 to Article VI (effective 2025-12-19).

“On December 19, 2025, the Board approved and adopted an amendment (the “ Forum Selection Amendment ”) to the Company’s existing By-laws that amends Article VI to include a new Section 6.5.”
BLKB BLACKBAUD INC

BLACKBAUD INC: Adopted amended and restated bylaws effective immediately, aligning with Delaware law, enhancing stockholder nomination and proposal procedures, and making technical conforming changes (effective 2025-12-17).

“On December 17, 2025 , the Company’s board of directors (the “Board”) adopted amended and restated bylaws of the Company (the bylaws, as so amended and restated, the “Amended and Restated Bylaws”), effective immediately.”
ETSY ETSY INC

ETSY INC: Amended and restated bylaws to enhance and clarify procedural and disclosure requirements related to shareholder nominations of directors, update to reflect Rule 14a‑19, and make other technical changes (effective 2025-12-16).

“On and effective as of December 16, 2025, the Board of Directors (the “Board”) of Etsy, Inc. (“Etsy”) amended and restated Etsy’s Bylaws (as amended, the “Bylaws”) to, among other things, enhance and clarify certain procedural and disclosure requirements related to shareholder nominations of directors, including updates to reflect Rule 14a-19 of the Securities Exchange Act of 1934, as amended.”
SNDX Syndax Pharmaceuticals Inc

Syndax Pharmaceuticals Inc: Amended bylaws to provide that shares of capital stock shall be issued solely in uncertificated form starting December 18, 2025, with existing certificated shares remaining in certificated form until surrendered (effective 2025-12-18).

“On December 18, 2025, the Board of Directors of Syndax Pharmaceuticals Inc. (the “ Company ”) approved amendments to the Amended and Restated Bylaws (the “ Bylaws ”) of the Company, effective on such date. The amendments to the Bylaws provide that, beginning on December 18, 2025, shares of the Company’s capital stock shall be issued solely in uncertificated form; however, shares represented by a certificate issued prior to December 18, 2025 shall remain in certificated form until such certificate is surrendered to the Company.”
TMGI Transglobal Management Group, Inc.

Transglobal Management Group, Inc.: Amended and restated Bylaws to change company name from The Marquie Group, Inc. to Transglobal Management Group, Inc (effective 2025-12-16).

“Also on December 16, 2025, the Company amended and restated its Bylaws, providing for a change in the Company’s name from “The Marquie Group, Inc.” to “Transglobal Management Group, Inc.””
TMGI Transglobal Management Group, Inc.

Transglobal Management Group, Inc.: Amended and restated Articles of Incorporation to change company name from The Marquie Group, Inc. to Transglobal Management Group, Inc (effective 2025-12-16).

“On December 16, 2025, The Marquie Group, Inc. (the “Company”) amended and restated its Articles of Incorporation providing for a change in the Company’s name from “The Marquie Group, Inc.” to “Transglobal Management Group, Inc.””
Paramount Group, Inc.

Paramount Group, Inc.: At the Company Merger Effective Time, the articles of organization of REIT Merger Sub that were in effect immediately prior continued as the articles of organization of the Surviving Entity.

“At the Company Merger Effective Time, the articles of organization of REIT Merger Sub that were in effect immediately prior to the Company Merger Effective Time and that are attached hereto as Exhibit 3.1 continued as the articles of organization of the Surviving Entity.”
Paramount Group, Inc.

Paramount Group, Inc.: After the Company Merger Effective Time, the operating agreement of REIT Merger Sub in effect immediately prior was amended and restated in the form attached as Exhibit 3.2 and became the operating agreement of the Surviving Entity.

“In addition, at the Company Merger Effective Time, the operating agreement of REIT Merger Sub that was in effect immediately prior to the Company Merger Effective Time was amended and restated in its entirety in the form attached hereto as Exhibit 3.2 and became the operating agreement of the Surviving Entity.”
BOXL Boxlight Corp

Boxlight Corp: Filing of Certificate of Change to effect a 1-for-6 reverse stock split, amending the articles of incorporation (effective 2025-12-22).

“On December 16, 2025, the Company filed a Certificate of Change with the Nevada Secretary of State (the “Certificate of Change”) to effectuate the Reverse Stock Split.”
VTVT vTv Therapeutics Inc.

vTv Therapeutics Inc.: Reduced quorum requirement for stockholder meetings to 33.4% (effective 2025-12-19).

“On December 19, 2025, the Board of Directors of vTv Therapeutics Inc. (the Company) amended Section 2.8 of Article II of the Company’s Second Amended and Restated By-Laws to reduce the quorum requirement for any meeting of stockholders to 33.4%.”
FOXO FOXO TECHNOLOGIES INC.

FOXO TECHNOLOGIES INC.: Filed Amended Designations for Series B and Series C Preferred Stock, revising conversion price and removing mandatory conversion provision, and exempting dividends on Series E Preferred Stock from certain restrictions (effective 2025-12-16).

“On December 16, 2025, FOXO Technologies Inc., a Delaware corporation (the “ Company ”), filed amendments to the Company’s Certificate of Incorporation (the “ Certificate of Incorporation ”), in the form of Amended and Restated Certificates of Designation (the “ Amended Designations ”) of the Company’s previously designated “Series B Cumulative Convertible Redeemable Preferred Stock” (the “ Series B Preferred Stock ”) and the Company’s previously designated “Series C Cumulative Convertible Redeemable Preferred Stock” (the “ Series C Preferred Stock ”).”
LIEN Chicago Atlantic BDC, Inc.

Chicago Atlantic BDC, Inc.: Amended and restated bylaws to reflect name change from Silver Spike Investment Corp. to Chicago Atlantic BDC, Inc (effective 2025-12-17).

“The Second A&R Bylaws reflect the change of the Company’s name from Silver Spike Investment Corp. to Chicago Atlantic BDC, Inc.”
BG Bunge Global SA

Bunge Global SA: Amended Articles 4 and 4a of Articles of Association to reflect reduction in share capital and update capital band following cancellation of repurchased shares (effective 2025-12-16).

“Effective December 16, 2025, Bunge Global SA (the “Company”) amended Article 4 of the Company’s Articles of Association to reflect a USD 123,826.10 reduction in the share capital of the Company from USD 2,208,943.73 to USD 2,085,117.63 following the cancellation of 12,382,610 of the Company’s registered shares, nominal value of $0.01 per share, that were repurchased under the Company’s share repurchase program. As a result of this amendment to Article 4, the Company also amended Article 4a of its Articles of Association to update the Swiss “capital band” provision. A copy of the Company’s amended Articles of Association is attached hereto as Exhibit 3.1 and is incorporated herein by reference.”
INTEGRATED RAIL & RESOURCES INC.

INTEGRATED RAIL & RESOURCES INC.: Amended and Restated Bylaws became effective concurrently with the A&R Certificate, containing provisions relating to single-class common stock, director terms, and advance notice requirements (effective 2025-12-12).

“and the Company’s Amended and Restated Bylaws (the “A&R Bylaws”) became effective concurrently therewith.”
INTEGRATED RAIL & RESOURCES INC.

INTEGRATED RAIL & RESOURCES INC.: Amended and Restated Certificate of Incorporation became effective upon closing, authorizing 200M common shares and 10M preferred shares, eliminating dual-class structure, establishing one-year director terms and advance notice provisions (effective 2025-12-12).

“On December 12, 2025, in connection with the Closing, the Company’s Amended and Restated Certificate of Incorporation (the “A&R Certificate”) became effective upon filing with the Secretary of State of the State of Delaware”
CCXI Churchill Capital Corp XI

Churchill Capital Corp XI: Amended and restated memorandum and articles of association filed and effective (effective 2025-12-16).

“On December 16, 2025, in connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the “ Amended and Restated Memorandum and Articles of Association ”) with the Cayman Islands Registrar of Companies, which was effective on December 16, 2025.”
EHTH eHealth, Inc.

eHealth, Inc.: Adopted amended and restated bylaws changing meeting notice time zone from Pacific to Eastern, adding director nominee questionnaire process, defining 'principal competitor', clarifying insurance authorization, and other ministerial changes (effective 2025-12-16).

“On December 16, 2025, in connection with a periodic review of the bylaws of eHealth, Inc. (the “Company”), the Company’s board of directors (the “Board”) adopted amended and restated bylaws (the “Amended and Restated Bylaws”), effective immediately.”
RNAC Cartesian Therapeutics, Inc.

Cartesian Therapeutics, Inc.: Adopted an updated version of the Code of Business Conduct and Ethics, effective December 16, 2025, superseding prior code (effective 2025-12-16).

“On December 16, 2025, the Board adopted an updated version of the Cartesian Therapeutics, Inc. Code of Business Conduct and Ethics (the “Code”), effective as of such date.”
CANE Teucrium Commodity Trust

Teucrium Commodity Trust: Sixth Amended and Restated Declaration of Trust and Trust Agreement with changes relating to tax treatment of each series, including sponsor authority to make tax elections and change federal income tax classification (effective 2025-12-18).

“On December 18, 2025, the sponsor of Teucrium Commodity Trust (the “Trust”), Teucrium Trading, LLC (the “Sponsor”), and Wilmington Trust Company, the trustee of the Trust (the “Trustee”), entered into a Sixth Amended and Restated Declaration of Trust and Trust Agreement (the “Declaration of Trust”).”
Berry Corp (bry)

Berry Corp (bry): Bylaws amended and restated as the surviving corporation upon merger.

“Additionally, the bylaws of the Company, as the Surviving Corporation, were amended and restated as set forth in Exhibit 3.2 to this Current Report on Form 8-K.”
Berry Corp (bry)

Berry Corp (bry): Certificate of incorporation amended and restated as the surviving corporation upon merger.

“at the Effective Time, the certificate of incorporation of the Company, as the Surviving Corporation, was amended and restated as set forth in Exhibit 3.1 to this Current Report on Form 8-K.”
DFLI Dragonfly Energy Holdings Corp.

Dragonfly Energy Holdings Corp.: Certificate of Amendment effecting a one-for-ten reverse stock split of common stock (effective 2025-12-18).

“On December 15, 2025, Dragonfly Energy Holdings Corp. (the “Company”) filed a Certificate of Amendment to the Company’s Articles of Incorporation with the Secretary of State of the State of Nevada (the “Certificate of Amendment”) to be effected at 6:00 a.m. Eastern Time on December 18, 2025, a one-for-ten 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”).”
VSEE VSEE HEALTH, INC.

VSEE HEALTH, INC.: Reduced quorum for stockholder meetings to one-third of voting power (effective 2025-12-17).

“On December 17, 2025, the Board of Directors of VSee Health, Inc. (the “Company”) approved an amendment of the Company’s Bylaws to reduce the quorum needed for stockholder meetings to one-third (33.33%) of the voting power of the shares of capital stock of the Company issued and outstanding and entitled to vote at a meeting of stockholders, present in person or represented by proxy.”
BHRB Burke & Herbert Financial Services Corp.

Burke & Herbert Financial Services Corp.: Amended and restated Bylaws to fix director range and remove prior merger arrangements (effective 2025-12-18).

“On December 18, 2025, BHRB amended and restated its Bylaws (as so amended and restated, the “Bylaws”), effective immediately. The amendments fix the number of directors on the board of directors of BHRB at no more than fifteen and no fewer than five directors, the exact number of which are to be fixed by the board of directors of BHRB from time to time, and remove certain arrangements related to BHRB’s prior merger with Summit Financial Group, Inc.”
IRHO Iron Horse Acquisition II Corp.

Iron Horse Acquisition II Corp.: Filed Amended and Restated Memorandum and Articles of Association in connection with IPO (effective 2025-12-16).

“On December 16, 2025, in connection with the IPO, the Company filed its Amended and Restated Memorandum and Articles of Association.”
CRAN Crane Harbor Acquisition Corp. II

Crane Harbor Acquisition Corp. II: Company filed amended and restated memorandum and articles of association in connection with IPO (effective 2025-12-15).

“On December 15, 2025, in connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the “ Amended and Restated Memorandum ”) with the Cayman Islands General Registry.”
PRPH ProPhase Labs, Inc.

ProPhase Labs, Inc.: Amended Certificate of Incorporation to effect a 1-for-10 reverse stock split (effective 2025-12-02).

“On December 2, 2025, ProPhase Labs, Inc., a Delaware corporation (the “Company”), filed a Certificate of Amendment (the “Certificate of Amendment”) to its Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a 1-for-10 reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.0005 per share (the “Common Stock”) (the “Reverse Stock Split”).”

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.