Charter, bylaw, and control-related changes under 8-K Items 5.03/5.05/5.06.
Twelve Seas Investment Co III/Cayman: Amended and restated memorandum and articles of association filed effective December 11, 2025 (effective 2025-12-11).
“On December 11, 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 11, 2025.”
Liberty Live Holdings, Inc.: Company amended and restated its bylaws effective as of the Effective Time (effective 2025-12-15).
“Also on December 15, 2025, effective as of the Effective Time, the Company amended and restated its bylaws (the “ Bylaws ”) to read as filed as Exhibit 3.2 to this Current Report on Form 8-K.”
Liberty Live Holdings, Inc.: Company filed Amended and Restated Articles of Incorporation reclassifying common stock into series and authorizing Ventures Group common stock (effective 2025-12-15).
“On December 15, 2025, the Company filed its Amended and Restated Articles of Incorporation (the “ Restated Articles ”) with the Nevada Secretary of State, which became effective as of 4:01 p.m., New York City time, on December 15, 2025.”
ITHAX Acquisition Corp III: Adopted Amended and Restated Memorandum and Articles of Association in connection with IPO (effective 2025-12-11).
“On December 11, 2025, in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association (the “Amended Charter”), effective the same day.”
Meshflow Acquisition Corp: Adopted Amended and Restated Memorandum and Articles of Association in connection with IPO (effective 2025-12-09).
“On December 9, 2025, in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association (the “ Amended Articles ”), effective the same day.”
AMERICAN INTERNATIONAL GROUP, INC.: Amended and restated By-Laws to track Delaware law changes and make clarifying, ministerial updates, including rules for shareholder meetings, board size discretion, special meeting requests, and contested director elections (effective 2025-12-10).
“On December 10, 2025, the Board of Directors (the “Board”) of American International Group, Inc. (the “Company”) amended and restated the Company’s By-Laws (the “By-Laws”) following the Board’s annual review of its organizational documents. The amendments update various provisions to track changes in Delaware law and reflect certain clarifying, ministerial and other changes.”
ALLETE INC: Amended and restated bylaws in their entirety in connection with merger.
“In accordance with the terms of the Merger Agreement, at the Effective Time, the bylaws of the Company were amended and restated in their entirety”
ALLETE INC: Amended and restated articles of incorporation in their entirety in connection with merger.
“In accordance with the terms of the Merger Agreement, at the Effective Time, the Amended and Restated Articles of Incorporation of the Company were amended and restated in their entirety”
374Water Inc.: The company filed a Certificate of Amendment to effect a 1-for-10 reverse stock split, effective December 26, 2025 (effective 2025-12-26).
“On December 15, 2025, 374Water Inc. (“ 374Water ” or the “ Company ”) filed a Certificate of Amendment of the Amended and Restated Certificate of Incorporation (the “ Certificate of Amendment ”) with the Secretary of State of the State of Delaware to effect a 1-for-10 reverse stock split (the “ Reverse Stock Split ”) of the issued and outstanding shares of the Company’s Common Stock (the “ Common Stock ” ). The Certificate of Amendment will take effect as of 12:01 a.m. Eastern Time on December 26, 2025 (the “ Effective Time ”).”
TEJON RANCH CO: Amended and Restated Bylaws to align with DGCL, clarify meeting procedures, voting thresholds, and committee reporting, and delete outdated references (effective 2025-12-10).
“On December 10, 2025, as part of a periodic review of corporate governance matters, the Board of Directors (the “Board) of Tejon Ranch Company (the “Company”) approved Amended and Restated Bylaws of the Company (as so amended and restated, the “Bylaws”).”
JETBLUE AIRWAYS CORP: Amended and restated bylaws to clarify procedural requirements, update proxy access, stockholder meeting procedures, majority voting, indemnification, and add exclusive forum provisions (effective 2025-12-09).
“On December 9, 2025, the Board of Directors (the “Board”) of JetBlue Airways Corporation (the “Company”) approved and adopted amendments to the Company’s amended and restated bylaws (as amended and restated, the “Amended and Restated Bylaws”), which became effective the same day.”
ENvue Medical, Inc.: The Company changed its name from 'NanoVibronix, Inc.' to 'ENvue Medical, Inc.' via a Certificate of Amendment (effective 2025-12-12).
“On December 8, 2025, the Company filed a Certificate of Amendment to ENvue Medical, Inc. (the “Company”) Certificate of Incorporation (the “Certificate of Amendment”) to change the name of the Company from “NanoVibronix, Inc.” to “ENvue Medical, Inc.” effective as of December 12, 2025 (the “Name Change”).”
Bunker Hill Mining Corp.: Increased authorized common stock from 2,500,000,000 to 3,500,000,000 shares (effective 2025-12-11).
“On December 11, 2025, the Company filed a Certificate of Amendment to its Second Amended and Restated Articles of Incorporation with the Secretary of State of the State of Nevada in accordance with Nevada Revised Statutes 78.385 and 78.390 to effect the Authorized Share Increase.”
RYVYL Inc.: Certificate of Designation amendment to increase Stated Value from $100.00 to $130.00 (effective 2025-12-09).
“On December 9, 2025, the Company filed a Certificate of Amendment to the Certificate of Designation to increase the Stated Value from $100.00 to $130.00 (the “Certificate of Amendment”).”
INTELLIGENT BIO SOLUTIONS INC.: Approved amendment to Certificate of Incorporation to effect a 1-for-10 reverse stock split (effective 2025-12-15).
“At the annual meeting of stockholders of Intelligent Bio Solutions Inc. (the “Company”) held on October 16, 2025, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Amendment”) to effect a reverse stock split at a ratio of not less than 1-for-2 and not more than 1-for-10 at any time within 12 months following the date of such stockholder approval, with the exact ratio to be set within this range by the Company’s Board of Directors (the “Board”) at its sole discretion without further approval or authorization of the Company’s stockholders.”
Seer, Inc.: Filed Certificate of Retirement to reduce authorized shares of capital stock and Class B Common Stock following automatic conversion of Class B to Class A shares (effective 2025-12-12).
“on December 12, 2025, the Company filed the Certificate of Retirement with the Secretary of State of the State of Delaware in connection with the retirement of the shares of Class B Common Stock that were issued but not outstanding following the Conversion and to accordingly reduce the Company's total number of authorized shares of capital stock and the Company's total number of authorized shares of Class B Common Stock by an amount equal to the number of retired shares of Class B Common Stock.”
BONK, INC.: Amended Third Amended and Restated Certificate of Incorporation to effect a 1-for-35 reverse stock split (effective 2025-12-11).
“On December 9, 2025, Bonk, Inc., a Delaware corporation (the “Company”), filed a Certificate of Amendment (the “Charter Amendment”) to the Company’s Third Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a reverse stock split of the Company’s common stock, $0.001 par value per share (“Common Stock”), at a rate of 1-for-35 (the “Reverse Stock Split”), effective as of 12:01 a.m. Eastern Time on December 11, 2025.”
ABBOTT LABORATORIES: Increased board size from twelve to thirteen directors by amending Article III, Section 2 of the by-laws (effective 2025-12-12).
“On December 12, 2025, Abbott’s Board of Directors amended the first sentence of Article III, Section 2 of Abbott’s by-laws to provide that Abbott’s Board of Directors shall consist of thirteen persons, effective as of December 12, 2025.”
Alpha Star Acquisition Corp: Amended the company's memorandum and articles of association to extend the deadline to consummate a business combination to December 15, 2026 (effective 2025-12-11).
“On December 11, 2025, following the approval of the proposals described above, the Company adopted the amendments to the Amended and Restated Memorandum and Articles of Association.”
Bowen Acquisition Corp: Amendment to extend business combination deadline from December 14, 2025 to as late as June 14, 2026 via up to three one-month increments (effective 2025-12-12).
“an amendment to the Articles to allow the board of directors of the Company (the “Board”) to extend the date (the “Extension”) by which the Company must consummate an initial merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “business combination”)”
ScanTech AI Systems Inc.: Filed certificate of amendment to effectuate a 1-for-20 reverse stock split of common stock (effective 2025-12-15).
“On December 11, 2025, ScanTech AI Systems Inc. (the “Company”) filed a certificate of amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to effectuate a 1-for-20 reverse stock split”
Twenty One Capital, Inc.: CEP ceased to be a shell company upon closing of business combination.
“As a result of the Business Combination, CEP ceased to be a shell company upon the Closing.”
Twenty One Capital, Inc.: Board adopted a new Code of Conduct (effective 2025-12-08).
“On December 8, 2025, the Board adopted a new Code of Conduct that applies to all of its employees, including its Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers.”
Twenty One Capital, Inc.: Amended and Restated Bylaws adopted (effective 2025-12-08).
“adopted the Amended and Restated Bylaws (the “Bylaws”) on December 8, 2025”
Twenty One Capital, Inc.: Amended and Restated Certificate of Formation filed and effective (effective 2025-12-08).
“Pubco filed the Amended and Restated Certificate of Formation (the “Certificate of Formation”) with the Texas Secretary of State on December 5, 2025, which became effective on December 8, 2025”
Lumexa Imaging Holdings, Inc.: Amended and Restated Bylaws became effective (effective 2025-12-12).
“On December 12, 2025, the Company’s Amended and Restated Bylaws became effective.”
Lumexa Imaging Holdings, Inc.: Amended and Restated Certificate of Incorporation became effective (effective 2025-12-12).
“On December 12, 2025, the Company’s Amended and Restated Certificate of Incorporation became effective.”
Karbon Capital Partners Corp.: Company filed amended and restated memorandum and articles of association in connection with IPO (effective 2025-12-10).
“On December 11, 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 10, 2025.”
W.W. GRAINGER, INC.: Amendments to By-Laws to modernize provisions relating to virtual annual shareholder meetings and remote communications and to update or remove outdated terminology (effective 2025-12-10).
“On December 10, 2025 (the “Effective Date”), the Board of Directors of W.W. Grainger, Inc. (the “Company”) approved amendments to the Company’s By-Laws (the “By-Laws”), effective as of the Effective Date. The amendments reflect updates to modernize and clarify certain provisions relating to virtual annual shareholder meetings and remote communications and update or remove outdated terminology.”
FORD MOTOR CO: Amended By-Laws to update stockholder meeting provisions, advance notice, remove director retirement age, streamline committees, and other updates (effective 2025-12-11).
“On December 11, 2025, the Board adopted amendments to the Company’s By-Laws (the “By-Laws”), which became effective immediately”
Apyx Medical Corp: Removed Article EIGHTH from Certificate of Incorporation and replaced with 'intentionally omitted' (effective 2025-12-08).
“On December 8, 2025, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware to effect the Amendment.”
Clearfield, Inc.: Amended bylaws to implement proxy access, update for universal proxy rules and Minnesota exclusive forum, and make other changes (effective 2025-12-10).
“On December 10, 2025, upon recommendation of the Nominating and Corporate Governance Committee, the Board of Directors (the “Board”) of Clearfield, Inc. (the “Company”) approved and adopted amendments to the Company’s Amended and Restated Bylaws (the “Bylaws”), effective immediately, to implement proxy access, make changes in connection with the Securities and Exchange Commission rules regarding universal proxy cards (the “Universal Proxy Rules”), make changes in connection with the Minnesota Business Corporation Act exclusive forum provision, and to make certain other changes.”
ProPhase Labs, Inc.: Amended Certificate of Incorporation to effect a 1-for-10 reverse stock split of common stock (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”). The Certificate of Amendment became effective on December 2, 2025.”
ProPhase Labs, Inc.: Amended Certificate of Incorporation to effect a 1-for-10 reverse stock split (effective 2025-12-02).
“On November 30, 2025, the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of the Company’s common stock at a ratio of one (1) shares for every ten (10) shares of common stock outstanding. The amendment became effective on December 2, 2025.”
AMN HEALTHCARE SERVICES INC: Amended and restated bylaws to align with Delaware law, revise special meeting and stockholder proposal procedures, clarify meeting conduct powers, add director interview requirement, and make other updates (effective 2025-12-11).
“On December 11, 2025, the Board of Directors (the “Board”) of AMN Healthcare Services, Inc. (the “Company”) adopted and approved amended and restated by-laws of the Company (the “By-laws”) to, among other things: • Align the By-laws with developments in Delaware law; • Revise procedural mechanics and disclosure requirements applicable to stockholder-requested special meetings; • Clarify the powers of the Board and the chair of a stockholder meeting to regulate conduct at a meeting; • Revise procedural mechanics and disclosure requirements applicable to stockholder nominations of directors and submissions of proposals regarding other business at stockholder meetings, including to clarify the scope of information required regarding proposing stockholders, proposed nominees and other related persons; • Require that director candidates must be available to be interviewed by members of the Board with respect to such person’s candidacy and qualifications to serve as a director; and • Make ce”
Star Equity Holdings, Inc.: Amended bylaws to designate Court of Chancery of Delaware as exclusive forum for certain internal corporate claims (effective 2025-12-10).
“Effective as of December 10, 2025, the Company adopted the Amendment to the Bylaws. The Amendment to the Bylws provides that the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company; (ii) any action asserting a claim that is based upon a breach of a fiduciary duty owed by, or other wrongdoing by, any current or former director, officer, stockholder, employee or agent of the Company to the Company or the Company’s stockholders; (iii) any action asserting a claim against the Company or any current or former director, officer, stockholder, employee or agent of the Company arising pursuant to any provision of the General Corporation Law, the Company’s certificate of incorporation or bylaws or as to which the General Corporation Law confers jurisdiction on the Court of Chancery of the State of Delaware; (iv) any action to interpret, apply, enforce”
AMC ENTERTAINMENT HOLDINGS, INC.: Increased authorized Class A common stock from 550M to 1.1B shares and removed references to retired Class B common stock and prior reclassifications, conversions and splits (effective 2025-12-10).
“the Company’s stockholders approved an amendment to the Company’s Third Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to increase the total number of authorized shares of the Company’s Class A common stock (“Common Stock”) from 550,000,000 to 1,100,000,000 shares of Common stock (the “Share Increase”). The Company also amended the Certificate of Incorporation to remove references to Class B common stock, which was previously retired, and references to prior reclassifications, conversions and splits of common stock.”
Axe Compute Inc.: Third Amended and Restated Bylaws adopted to reflect new corporate name and integrate prior amendments (effective 2025-12-11).
“the Board approved and adopted the Third Amended and Restated Bylaws, also effective on December 11, 2025 (the “ A&R Bylaws ”), to reflect the corporate name Axe Compute Inc. and to integrate prior amendments to the Company’s bylaws, dated September 9, 2022 (as amended to date, the “ Bylaws ”).”
Axe Compute Inc.: Certificate of Amendment to change corporate name from Predictive Oncology Inc. to Axe Compute Inc (effective 2025-12-11).
“On December 9, 2025, Predictive Oncology Inc. (the “ Company ”) filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Certificate of Incorporation to change its corporate name from Predictive Oncology Inc. to Axe Compute Inc. (the “ Name Change ”), effective December 11, 2025.”
Edgemode, Inc.: Filed Certificate of Designation designating Series D Preferred Stock with special voting rights (effective 2025-12-10).
“On December 10, 2025, the Company filed with the Nevada Secretary of State a Certificate of Designation of Series D Preferred Stock (the “Certificate of Designation”).”
Beneficient: Approved a 1-for-8 reverse stock split and proportionate reduction in authorized shares of Class A and Class B common stock, effective December 15, 2025 (effective 2025-12-15).
“On December 10, 2025, the Company filed a Certificate of Change with the Secretary of State of the State of Nevada to effect the Reverse Stock Split at a ratio of 1-for-8 and a simultaneous proportionate reduction in the authorized shares of each class of Common Stock. The Reverse Stock Split is expected to become effective at 12:01 a.m. Eastern Time on December 15, 2025 (the “Effective Time”).”
Valion Bio, Inc.: Filed Certificate of Designation for Series C Non-Voting Convertible Preferred Stock, effective upon filing on December 9, 2025 (effective 2025-12-09).
“On December 9, 2025, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of the Series C Non-Voting Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware in connection with the Preferred Offering discussed above in Item 1.01. The Certificate of Designation became effective upon filing and designates 75,000 shares of the Company’s preferred stock as Series C Non-Voting Convertible Preferred Stock, par value $0.0001 per share.”
Origin Materials, Inc.: Amended and restated bylaws to change quorum requirement from majority to one-third of outstanding shares (effective 2025-12-11).
“On December 11, 2025, the board of directors of Origin Materials, Inc. (the “Company”) amended and restated the Company’s Bylaws (as amended and restated, the “Amended and Restated Bylaws”), effective immediately.”
Nuvve Holding Corp.: Filed Certificate of Amendment to effect a 1-for-40 reverse stock split of common stock (effective 2025-12-15).
“On December 11, 2025, Nuvve Holding Corp. (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) to the Amended and Restated Certificate of Incorporation of the Company with the Secretary of State of the State of Delaware to effect a reverse stock split of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a ratio of 1-for-40 (the “Reverse Stock Split”).”
VSEE HEALTH, INC.: On December 4, 2025, VSee Health, Inc. filed a Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock with the Delaware Secretary of State, designating 2,000 shares of Series B Preferred Stock with a stated value of $1,000 per share, effective Decem (effective 2025-12-05).
“On December 4, 2025, VSee Health, Inc. (the “Company”) filed a Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock (the “Series B Certificate of Designations”) with the Secretary of State of the State of Delaware, effective as of December 5, 2025, which provides for the designation of 2,000 shares of Series B Preferred Stock of the Company, par value $0.0001 per share (the “Series B Preferred Stock”), upon the terms and conditions as set forth in the Series B Certificate of Designations.”
ProCap Financial, Inc.: On December 5, 2025, in connection with the Business Combination, the Company amended and restated its certificate of incorporation (effective 2025-12-05).
“On December 5, 2025, in connection with the Closing of the Business Combination, the Company amended and restated its certificate of incorporation (as amended and restated, the “ Pubco Charter ”) and its bylaws (as amended, the “ Pubco Bylaws ”).”
ProCap Financial, Inc.: As a result of the Business Combination, the Company ceased to be a shell company upon the Closing.
“As a result of the Business Combination, the Company, as a successor of CCCM, ceased to be a shell company upon the Closing.”
ProCap Financial, Inc.: On December 5, 2025, effective as of such date, the Board adopted a code of ethics and business conduct (the “Code”) applicable to all employees, officers and directors (effective 2025-12-05).
“In connection with the Closing of the Business Combination, on December 5, 2025 and effective as of such date, the Board adopted a code of ethics and business conduct (the “ Code ”) applicable to all employees, officers and directors of the Company.”
ProCap Financial, Inc.: On December 5, 2025, in connection with the Business Combination, the Company amended and restated its bylaws (effective 2025-12-05).
“On December 5, 2025, in connection with the Closing of the Business Combination, the Company amended and restated its certificate of incorporation (as amended and restated, the “ Pubco Charter ”) and its bylaws (as amended, the “ Pubco Bylaws ”).”
Daedalus Special Acquisition Corp.: Adopted Amended and Restated Memorandum and Articles of Association in connection with the IPO (effective 2025-12-08).
“On December 8, 2025, and in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association.”
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.