Charter, bylaw, and control-related changes under 8-K Items 5.03/5.05/5.06.
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.”
KELLANOVA: Bylaws were amended and restated.
“the Bylaws of the Company were amended and restated in their entirety and replaced with the bylaws in the form attached hereto as Exhibit 3.2 and incorporated herein by reference”
KELLANOVA: Certificate of incorporation was amended and restated.
“the Restated Certificate of Incorporation of the Company was amended and restated in its entirety and replaced with the certificate of incorporation in the form attached hereto as Exhibit 3.1 and incorporated herein by reference”
FARMERS NATIONAL BANC CORP /OH/: Amended Article IV, Section 2(f) of the Amended Code of Regulations to increase the maximum period between a record date and a meeting of the shareholders from 45 days to 60 days (effective 2025-12-11).
“On December 11, 2025, the Board of Directors of Farmers National Banc Corp. (the “Company”) approved an amendment to Article IV, Section 2(f), of the Company’s Amended Code of Regulations (the “Regulations”), to increase the maximum period between a record date and a meeting of the shareholders from 45 days to 60 days (the “Regulations Amendment”).”
HEIDRICK & STRUGGLES INTERNATIONAL INC: Amended and restated bylaws in their entirety.
“Pursuant to the Merger Agreement, effective as of the Effective Time, the amended and restated certificate of incorporation of the Company and the amended and restated bylaws of the Company as in effect immediately prior to the Merger were each further amended and restated in their entirety, as set forth in Exhibits 3.1 and 3.2, respectively, to this Current Report, which are incorporated herein by reference.”
HEIDRICK & STRUGGLES INTERNATIONAL INC: Amended and restated certificate of incorporation in its entirety.
“Pursuant to the Merger Agreement, effective as of the Effective Time, the amended and restated certificate of incorporation of the Company and the amended and restated bylaws of the Company as in effect immediately prior to the Merger were each further amended and restated in their entirety, as set forth in Exhibits 3.1 and 3.2, respectively, to this Current Report, which are incorporated herein by reference.”
SPLASH BEVERAGE GROUP, INC.: Filed Certificate of Designations for Series D Preferred Stock (effective 2025-12-09).
“On December 9, 2025, the Company filed with the Nevada Secretary of State a Certificate of Designations of 50,000 shares of Series D.”
Exodus Movement, Inc.: New Texas bylaws adopted to reflect the redomestication from Delaware to Texas (effective 2025-12-08).
“The Company also adopted new bylaws (the “ Texas Bylaws ”) to reflect the Redomestication.”
Exodus Movement, Inc.: The company redomesticated from Delaware to Texas, adopting a new Texas charter and Texas bylaws on December 8, 2025 (effective 2025-12-08).
“On November 7, 2025, stockholders owning a majority of the voting power of the outstanding shares of Class A Common Stock and Class B Common Stock entitled to vote thereon, acting together as a single class, executed and delivered to the Company a written consent in lieu of a stockholder meeting approving and adopting the redomestication of the Company from the State of Delaware to the State of Texas (the “ Redomestication ”) by means of a plan of conversion (the “ Plan of Conversion ”), as described in the Company’s definitive information statement on Schedule 14C filed with the Securities and Exchange Commission on November 17, 2025 (the “ Information Statement ”). Pursuant to the Plan of Conversion, the Company effected the Redomestication on December 8, 2025 by filing: (i) a certificate of conversion with the Secretary of State of the State of Delaware, (ii) a certificate of conversion with Texas Secretary of State and (iii) a certificate of formation with the Texas Secretary of St”
Airship AI Holdings, Inc.: Reduced quorum requirement for stockholder meetings from a majority to one-third of shares outstanding and entitled to vote (effective 2025-12-09).
“the Board of Directors (the “Board”) of Airship AI Holdings, Inc., a Delaware corporation (the “Company”), approved an amendment to the Company’s Bylaws (the “Bylaws”) to reduce the quorum requirement for stockholder meetings from a majority to one-third (1/3) of the shares of capital stock issued and outstanding and entitled to vote (the “Bylaw Amendment”)”
Apimeds Pharmaceuticals US, Inc.: Corrected a scrivener's error in the Certificate of Designation for Series A Convertible Preferred Stock, changing the designated number of shares from 7,263,865 to 7,477,017 (effective 2025-12-01).
“The Company also determined that the Certificate of Designation filed with the Secretary of State of the State of Delaware on December 1, 2025, in connection with the Merger Agreement contained a scrivener’s error regarding the number of shares of Acquiror Preferred Stock designated as “Series A Convertible Preferred Stock.” The Certificate of Designation previously stated that there were 7,263,865 shares of Acquiror Preferred Stock designated as “Series A Convertible Preferred Stock”. The correct number of shares of Acquiror Preferred Stock designated as “Series A Convertible Preferred Stock” is 7,477,017.”
YHN Acquisition I Ltd: Extended the deadline to consummate a business combination from December 19, 2025 to September 19, 2026 (effective 2025-12-08).
“the Company filed the fourth amended and restated memorandum and articles of association on December 8, 2025 (the “Charter Amendment”), giving the Company the right to extend the date by which the Company has to consummate a business combination from December 19, 2025 (the date that is 15 months from the closing date of the IPO) to September 19, 2026 (the date that is 24 months from the closing date of the IPO).”
VisionWave Holdings, Inc.: Reduced quorum for stockholder meetings from a majority to 33.3% of shares entitled to vote (effective 2025-12-08).
“the only substantive change effected by the Amended and Restated By-Laws is to reduce the quorum required for the transaction of business at stockholder meetings from a majority to 33.3% of the shares entitled to vote at such meetings”
Leapfrog Acquisition Corp: Filed amended and restated memorandum and articles of association to authorize new classes of shares (effective 2025-12-04).
“On December 4, 2025, the Company filed its amended and restated memorandum and articles of association (the “Amended Articles”) with the Registrar of Companies in the Cayman Islands. Among other things, the Amended Articles authorize the issuance of up to (i) 200,000,000 Class A Ordinary Shares, (ii) 20,000,000 Class B ordinary shares, par value $0.0001 per share, and (iii) 1,000,000 preference shares, par value $0.0001 per share.”
ODP Corp: Bylaws amended and restated in connection with merger closing.
“ODP’s bylaws were amended and restated in their entirety (the “Amended and Restated Bylaws”)”
ODP Corp: Certificate of incorporation amended and restated in connection with merger closing.
“ODP’s certificate of incorporation was amended and restated in its entirety (the “Amended and Restated Certificate of Incorporation”)”
QUALCOMM INC/DE: Amended and Restated Bylaws to enable stockholders with at least 25% net long ownership to call a special meeting, with additional clarifying and technical changes (effective 2025-12-09).
“On December 9, 2025, the Board of Directors of QUALCOMM Incorporated (the “Company”) approved the Amended and Restated Bylaws of the Company (the “Amended and Restated Bylaws”), which became effective the same day.”
CITIGROUP INC: Established a new series of preferred stock, Series HH, amending the Restated Certificate of Incorporation (effective 2025-12-09).
“On December 9, 2025, Citigroup Inc. filed a Certificate of Designations with the Secretary of State of the State of Delaware, establishing the designations, preferences, powers and rights of the shares of a new series of Citigroup preferred stock, 6.625% Fixed Rate Reset Noncumulative Preferred Stock, Series HH. The Certificate of Designations amended Citigroup’s Restated Certificate of Incorporation, as amended, and was effective immediately on filing.”
Pursuit Attractions & Hospitality, Inc.: Amended and restated bylaws adopted effective December 4, 2025, with changes to meeting procedures, stockholder nominations, exclusive forum provisions, and other updates (effective 2025-12-04).
“On December 4, 2025, the Board approved and adopted amended and restated bylaws (the “ Restated Bylaws ”) of the Company, effective immediately.”
PENN Entertainment, Inc.: Amended bylaws to incorporate a condition from the Colorado Limited Gaming Control Commission that restricts investors from acquiring control or influence without Commission suitability determination, affecting director nominations and shareholder proposals (effective 2025-12-09).
“the Board of Directors (the “Board”) of the Company on December 9, 2025 approved and adopted, effective as of that date, certain amendments to the Company’s Fifth Amended and Restated Bylaws, as incorporated in the Company’s Sixth Amended and Restated Bylaws (the “Sixth A&R Bylaws”), which reflect this condition with respect to the nomination of directors and shareholder proposals.”
PROS Holdings, Inc.: Bylaws amended and restated in their entirety upon Merger effective time.
“Pursuant to the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety.”
PROS Holdings, Inc.: Certificate of incorporation amended and restated in its entirety upon Merger effective time.
“Pursuant to the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety.”
Adverum Biotechnologies, Inc.: Bylaws amended and restated in their entirety.
“Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws were each amended and restated in their entirety.”
Adverum Biotechnologies, Inc.: Certificate of incorporation amended and restated in its entirety.
“Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws were each amended and restated in their entirety.”
Akero Therapeutics, Inc.: Bylaws were amended and restated in their entirety to conform to the bylaws of Merger Sub.
“the Company’s bylaws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety to conform to the bylaws of Merger Sub”
Akero Therapeutics, Inc.: Certificate of incorporation was amended and restated in its entirety.
“the Company’s certificate of incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety to be in the form of Annex II to the Merger Agreement”
Damora Therapeutics, Inc.: Corrected authorized shares of Series C Preferred Stock from 43,855 to 43,882 (effective 2025-12-05).
“On December 5, 2025, the Company filed with the Delaware Secretary of State a Certificate of Correction (the “Certificate of Correction”) to the Certificate of Designation of Series C Preferred Stock to correct an inadvertent error in the number of shares of Series C Non-Voting Convertible Preferred Stock, par value $0.00001 per share (the “Series C Preferred Stock”), that the Company is authorized to issue by modifying Section 2 of the Certificate of Designation of Series C Preferred Stock to correctly state that the number of authorized shares of Series C Preferred Stock is 43,882 shares instead of 43,855 shares.”
Klaviyo, Inc.: Amended and restated bylaws to allow up to two Chief Executive Officers (effective 2025-12-08).
“On December 8, 2025, the Board approved an amendment and restatement of the Company’s Amended and Restated Bylaws (the “Second Amended and Restated Bylaws”) to allow for up to two Chief Executive Officers under Article III of the Second Amended and Restated Bylaws.”
Nauticus Robotics, Inc.: Filed Certificate of Designation for Series C Convertible Preferred Stock to create a new series of preferred stock in connection with exchange agreements with institutional investors (effective 2025-12-03).
“On December 3, 2025, the Company filed a certificate of designations with respect to the Series C Preferred Stock with the Secretary of State of the State of Delaware, and the Company and three (3) institutional investors closed the Exchange.”
Strive, Inc.: Filed Certificate of Amendment to Certificate of Designation to increase authorized SATA Stock shares to 20,000,000 (effective 2025-12-09).
“On December 9, 2025, the Company filed a Certificate of Amendment to the Certificate of Designation relating to the SATA Stock (the "Certificate of Amendment") to certify the authorization to increase the number of authorized shares of its SATA Stock to 20,000,000 shares.”
Nature's Miracle Holding Inc.: Increased authorized common stock from 100,000,000 to 1,000,000,000 shares (effective 2025-12-04).
“On December 4, 2025, Nature’s Miracle Holding Inc. (the “Company”) filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to increase its authorized common stock, par value $0.0001 per share (“Common Stock”), from 100,000,000 shares to 1,000,000,000 shares.”
Activate Energy Acquisition Corp.: Company adopted Amended and Restated Memorandum and Articles of Association effective December 5, 2025 (effective 2025-12-05).
“On December 5, 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.”
SENSIENT TECHNOLOGIES CORP: Removed references to the Finance Committee and transferred its responsibilities to the Audit and Compensation and Development Committees (effective 2025-12-04).
“On December 4, 2025, the Board of Directors of Sensient Technologies Corporation adopted an amendment to the Company’s Amended and Restated By-Laws (the “Amended By-Laws”), effective immediately, to: (i) remove all references to the Finance Committee and (ii) reflect that the responsibilities previously within the scope of the Finance Committee have been transferred to the Audit and Compensation and Development Committees.”
REED'S, INC.: Adopted Second Amended and Restated Bylaws effective upon NYSE American listing, with changes to stockholder nomination procedures, remote meeting attendance, stockholder list requirement, adjournment for technical failure, indemnification, and technical updates (effective 2025-12-05).
“Amended Bylaws On December 5, 2025, upon the listing of Reed’s, Inc.’s (the “Company’s”) common stock, par value $0.0001 per share (“Common Stock”), on the NYSE American LLC (the “NYSE American”), the Company’s Second Amended and Restated Bylaws (the “Bylaws”) became effective.”
EyePoint, Inc.: On December 8, 2025, the Company filed a certificate of amendment to its Certificate of Incorporation to change its name from 'EyePoint Pharmaceuticals, Inc.' to 'EyePoint, Inc.', effective December 8, 2025 (effective 2025-12-08).
“On December 8, 2025, EyePoint, Inc. (the “Company”) filed a certificate of amendment (the “Certificate of Amendment”) to its Certificate of Incorporation, as amended, solely to change the Company’s name from “EyePoint Pharmaceuticals, Inc.” to “EyePoint, Inc.” The name change became effective on December 8, 2025.”
Spirit AeroSystems Holdings, Inc.: Bylaws amended and restated in their entirety in connection with merger.
“the certificate of incorporation and bylaws of Spirit were amended and restated in their entirety as set forth in Exhibits 3.1 and 3.2”
Spirit AeroSystems Holdings, Inc.: Certificate of incorporation amended and restated in connection with merger.
“the certificate of incorporation and bylaws of Spirit were amended and restated in their entirety as set forth in Exhibits 3.1 and 3.2”
Meridian Holdings Inc./NV: Amended Article V, Section 28(b) to grant the Chairperson power to suspend or postpone meetings of stockholders or Board within sole discretion, up to 30 days (effective 2025-12-02).
“was amended to provide that the Chairperson may, in his/her sole discretion, upon written notice to the Board, suspend or postpone any regular or special meeting of the stockholders or of the Board (if it has already commenced) or any specific agenda item at any such meeting to a future date within the Chairperson’s sole discretion, provided that such postponement is not more than 30 days following the meeting which was suspended or postponed.”
Meridian Holdings Inc./NV: Amended Article XIII, Section 45 to provide that Section 45 itself may only be amended or repealed by vote or written consent of holders of a majority of outstanding shares (effective 2025-12-02).
“was amended to provide that Section 45 itself may only be amended or repealed by the vote or written consent of holders of a majority of the outstanding shares of the Company entitled to vote.”
Criteo S.A.: Amended and restated By-laws (statuts) to reduce share capital from €1,443,620.975 to €1,391,497.375 and number of shares from 57,744,839 to 55,659,895, effective December 8, 2025 (effective 2025-12-08).
“ITEM 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. On December 4, 2025, the Board of Directors of the Company amended and restated the By-laws ( statuts ) of the Company. Article 6 of the By-laws has been amended to provide that, as of December 8, 2025, the Company has a share capital of €1,391,497.375, divided into 55,659,895 shares with a par value of €0.025 each, decreased from €1,443,620.975, divided into 57,744,839 shares with a par value of €0.025 each.”
FOCUS UNIVERSAL INC.: Amendment to Certificate of Designation of Series B Preferred Stock altering conversion price and floor price calculations and adding voluntary redemption rights (effective 2025-12-05).
“On December 5, 2025, following the approval by all of the holders of the Series B Convertible Preferred Stock (the “ Series B Preferred Stock ”), Focus Universal, Inc. (the “ Corporation ”) filed an amendment to the Certificate of Designation of Series B Preferred Stock (the “ Amendment to Series B Designation ”) that had the effect of altering the conversion price and floor price calculations of the Series B Preferred Stock in the event that the Corporation approves a subdivision, reverse stock split, or similar transaction. The Amendment to Series B Designation also provides for voluntary redemption rights at the option of the holder of Series B Preferred Stock.”
Jet.AI Inc.: Filed an amendment to the certificate of incorporation with the Delaware Secretary of State on December 8, 2025 (effective 2025-12-08).
“The Company filed the Amendment with the Delaware Secretary of State on December 8, 2025.”
TREASURE GLOBAL INC: On December 4, 2025, the Company filed a Certificate of Amendment to its certificate of incorporation to effect a 1-for-20 reverse stock split, effective December 5, 2025 (effective 2025-12-05).
“On December 4, 2025, the Company filed with the Secretary of State of the State of Delaware a certificate of amendment to its certificate of incorporation (the “Certificate of Amendment”) to effect the Reverse Stock Split. The Reverse Stock Split became effective as of 12:01 a.m. Eastern Time on December 5, 2025, and the Company’s common stock began trading on a split-adjusted basis when the Nasdaq Stock Market opened on December 5, 2025.”
ESH Acquisition Corp.: Amended certificate of incorporation to extend business combination deadline by up to 6 one-month periods (effective 2025-12-03).
“The Company filed the Extension Amendment with the Secretary of State of the State of Delaware on December 3, 2025.”
Safeguard Acquisition Corp.: Adopted Amended and Restated Memorandum and Articles of Association effective December 3, 2025 (effective 2025-12-03).
“Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year. On November 22, 2025, in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association (the “ Amended Articles ”), effective December 3, 2025. The terms of the Amended Articles are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Amended Articles is attached as Exhibit 3.1 hereto and incorporated herein by reference.”
DTE ENERGY CO: Amendments to Bylaws establishing requirements for shareholder business and nominations, clarifying remote meeting authority, and minor corrections (effective 2025-12-03).
“On December 3, 2025, the Board of Directors of the Company adopted amendments to the Bylaws of the Company, effective December 3, 2025, to establish the requirements for shareholders to bring matters of business before the Company's annual shareholder meeting, including nomination of a candidate for the Board of Directors.”
SUPERIOR INDUSTRIES INTERNATIONAL INC: Bylaws amended and restated in their entirety pursuant to merger agreement.
“In connection with the consummation of the Merger and pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s bylaws in effect immediately prior to the Effective Time were amended and restated in their entirety.”
SUPERIOR INDUSTRIES INTERNATIONAL INC: Certificate of incorporation amended and restated in its entirety pursuant to merger agreement.
“In connection with the consummation of the Merger and pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation in effect immediately prior to the Effective Time was amended and restated in its entirety.”
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.