Charter, bylaw, and control-related changes under 8-K Items 5.03/5.05/5.06.
Cartesian Growth Corp II: Approved amendment to extend the deadline for the initial business combination from November 5, 2025 to August 5, 2026 (effective 2025-11-03).
“On November 3, 2025, the Company’s shareholders approved an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (as amended, the “Charter”), which became effective solely upon the approval by the Company’s shareholders thereof.”
INTERNATIONAL FLAVORS & FRAGRANCES INC: Board adopted amended and restated bylaws effective October 29, 2025, with updates to committee nomenclature, administrative changes, indemnification right clarification, and a severability clause for the indemnification article (effective 2025-10-29).
“On October 29, 2025, the Board of Directors (the “Board”) of International Flavors & Fragrances Inc. (the “Company”) approved and adopted amended and restated bylaws (as amended, the “Bylaws”), effective immediately.”
Lifeway Foods, Inc.: Board approved an amendment to the Second Amended and Restated Bylaws providing for a board size range of five to ten directors, with the specific number set by Board resolution, effective immediately on October 29, 2025 (effective 2025-10-29).
“In connection with the appointments discussed under Item 5.02 above, on October 29, 2025, the Board approved an amendment (the “Amendment”) to the Company’s Second Amended and Restated Bylaws (the “By-laws”), effective immediately, which provides for a range of Board size of between five (5) and ten (10) directors, which number within that range shall be set from time to time by resolution of the Board.”
PEDEVCO CORP: Filed Second Amended and Restated Certificate of Designations for Series A Convertible Preferred Stock, establishing new series with specific voting, conversion, liquidation, and transfer rights (effective 2025-10-31).
“Second Amended and Restated Designation of Series A Convertible Preferred Stock In preparation of the Closing, the Board approved the Second Amended and Restated Certificate of Designations of PEDEVCO Corp. Establishing the Designations, Preferences, Limitations and Relative Rights of Its Series A Convertible Preferred Stock (the “ PEDEVCO Series A Designation ”) on October 29, 2025, which was filed with the Secretary of State of Texas on October 31, 2025.”
Legacy Housing Corp: Adopted new bylaw sections regarding derivative proceeding ownership threshold, exclusive forum for internal entity claims, and jury trial waiver for internal entity claims, in connection with changes to the Texas Business Organizations Code (effective 2025-10-29).
“On October 29, 2025, in connection with certain recent changes to the Texas Business Organizations Code ("TBOC"), the Board of Directors of the Company (the "Board") approved and adopted certain amendments (the "Amendments") to the Company's Bylaws (the "Bylaws"), effective as of such date, to add new sections to: · adopt an ownership threshold requiring any shareholder or group of shareholders to hold shares of common stock sufficient to meet an ownership threshold of at least 3% of the Company's issued and outstanding shares in order to institute or maintain a derivative proceeding; · clarify that the exclusive forum for any "internal entity claim" as defined in the TBOC will be the United States District Court for the Northern District of Texas or, if the United States District Court for the Northern District of Texas lacks jurisdiction for such action, the Texas Business Court (or, if the Texas Business Court is not then accepting filings or determines that it lacks jurisdiction fo”
Sunoco LP: Amended Sunoco's partnership agreement to establish rights and obligations of Sunoco Class D Units, including voting and distribution equivalization (effective 2025-10-31).
“On October 31, 2025, in connection with the issuance of the Sunoco Class D Units to SunocoCorp pursuant to the Arrangement, Sunoco GP LLC, the general partner of Sunoco amended Sunoco’s Third Amended and Restated Agreement of Limited Partnership, dated as of September 18, 2025 (the “ LPA Amendment ”), to establish the rights and obligations of the Sunoco Class D Units.”
Navan, Inc.: Amended and restated bylaws in connection with IPO (effective 2025-10-31).
“On October 31, 2025, the Company’s amended and restated bylaws (the “Restated Bylaws”) became effective in connection with the closing of the IPO.”
Navan, Inc.: Amended and restated certificate of incorporation in connection with IPO (effective 2025-10-31).
“On October 31, 2025, the Company filed an amended and restated certificate of incorporation (the “Restated Certificate”) with the Secretary of State of the State of Delaware in connection with the closing of the IPO.”
HarborOne Bancorp, Inc.: Articles of Organization and By-Laws ceased to be in effect upon Merger closing.
“Effective upon the closing of the Merger Transaction, the Articles of Organization and the By-Laws of HarborOne ceased to be in effect.”
Katapult Holdings, Inc.: Established Series A and Series B Convertible Preferred Stock via Certificates of Designations (effective 2025-11-03).
“The Series A Certificate of Designations establishes the powers, designations, preferences, and other rights of the Series A Convertible Preferred Stock and became effective upon filing with the Secretary of State of the State of Delaware on November 3, 2025.”
Bakkt, Inc.: Adopted Amended and Restated Bylaws for New Bakkt, effective upon consummation of the Holding Company Reorganization, substantially the same as Old Bakkt's bylaws with technical changes permitted by DGCL Section 251(g) (effective 2025-11-03).
“Upon consummation of the Holding Company Reorganization, the Amended and Restated Certificate of Incorporation of New Bakkt (the “ New Bakkt A&R Certificate of Incorporation ”) and the Amended and Restated Bylaws of New Bakkt (the “ New Bakkt A&R Bylaws ”) were the same as the Certificate of Incorporation and the Bylaws of Old Bakkt in effect immediately prior to consummation of the Holding Company Reorganization, respectively, other than certain technical changes permitted by Section 251(g) of the DGCL.”
Bakkt, Inc.: Adopted Amended and Restated Certificate of Incorporation for New Bakkt, effective upon consummation of the Holding Company Reorganization, substantially the same as Old Bakkt's certificate with technical changes permitted by DGCL Section 251(g) (effective 2025-11-03).
“Upon consummation of the Holding Company Reorganization, the Amended and Restated Certificate of Incorporation of New Bakkt (the “ New Bakkt A&R Certificate of Incorporation ”) and the Amended and Restated Bylaws of New Bakkt (the “ New Bakkt A&R Bylaws ”) were the same as the Certificate of Incorporation and the Bylaws of Old Bakkt in effect immediately prior to consummation of the Holding Company Reorganization, respectively, other than certain technical changes permitted by Section 251(g) of the DGCL.”
CFSB Bancorp, Inc. /MA/: Charter ceased to be in effect upon consummation of the Merger.
“Effective upon the consummation of the Merger, the Charter and the Bylaws of CFSB Bancorp ceased to be in effect.”
Terrestrial Energy Inc. /DE/: HCM II ceased being a shell company upon completion of the merger (effective 2025-10-23).
“As a result of the Transactions, HCM II ceased being a shell company upon the completion of the Merger.”
Terrestrial Energy Inc. /DE/: Effective at the effective time of the merger, the board adopted a new Code of Business Conduct and Ethics applicable to all employees, officers and directors (effective 2025-10-23).
“Effective upon the Effective Time of the Merger, in connection with the consummation of the Transactions, the Board adopted a new Code of Business Conduct and Ethics, which is applicable to all employees, officers and directors of the Company”
Terrestrial Energy Inc. /DE/: Filed Certificate of Incorporation with Delaware Secretary of State in connection with the Domestication (effective 2025-10-23).
“On October 23, 2025, in connection with the Domestication, HCM II filed the Certificate of Incorporation with the Secretary of State of the State of Delaware.”
Terrestrial Energy Inc. /DE/: Upon closing of the merger, the bylaws were amended to rename the company 'Terrestrial Energy Inc.' (effective 2025-10-23).
“Upon the Closing, the Bylaws were amended to rename the company "Terrestrial Energy Inc."”
Qnity Electronics, Inc.: The Board adopted a Code of Conduct and a Code of Financial Ethics effective as of the Effective Time.
“Effective as of the Effective Time, in connection with the Separation, the Board adopted a Code of Conduct for all officers and employees of the Company and a Code of Financial Ethics applicable to Qnity’s principal executive officers, principal financial officers, principal accounting officers or controllers, or persons performing similar functions.”
Qnity Electronics, Inc.: Amended and restated bylaws in their entirety effective as of 12:00 a.m. on November 1, 2025 (effective 2025-11-01).
“Effective as of 12:00 a.m. on November 1, 2025, the certificate of incorporation of the Company was further amended and restated in its entirety (the “Second Amended and Restated Certificate of Incorporation”) and the bylaws of the Company were amended and restated in their entirety (the “Amended and Restated Bylaws”).”
Qnity Electronics, Inc.: Second Amended and Restated Certificate of Incorporation effective as of 12:00 a.m. on November 1, 2025 (effective 2025-11-01).
“Effective as of 12:00 a.m. on November 1, 2025, the certificate of incorporation of the Company was further amended and restated in its entirety (the “Second Amended and Restated Certificate of Incorporation”)”
Qnity Electronics, Inc.: Filed a certificate of designation for Series A Preferred Stock, effective as of 11:59 p.m. on October 31, 2025 (effective 2025-10-31).
“Effective as of 11:59 p.m. on October 31, 2025, the Company filed a certificate of designation (the “Certificate of Designation”) with the Secretary of State of the State of Delaware, which designated Series A Preferred Stock, par value $1,500,000 per share (the “Series A Preferred Stock”), of the Company and established the voting powers, designations, preferences and relative, participating, optional and other special rights, and qualifications, limitations and restrictions thereof, of such Series A Preferred Stock as set forth in the Certificate of Designation.”
Insight Digital Partners II: Adopted Amended and Restated Memorandum and Articles of Association in connection with the IPO (effective 2025-10-28).
“On October 28, 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.”
SunocoCorp LLC reported a fiscal year change.
“Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information set forth in Item 1.01 with respect to the SunocoCorp LLCA and”
REED'S, INC.: Amendment to certificate of incorporation to effect a 1-for-6 reverse stock split of common stock (effective 2025-10-31).
“Effective October 31, 2025 at 5:00 p.m. Eastern Time, the Company effected a 1-for-6 reverse stock split of its Common Stock (the “Reverse Stock Split”) pursuant to the Certificate of Amendment (the “Certificate of Amendment”) to the Charter filed with the Secretary of State of the State of Delaware on October 28, 2025.”
Carlyle Credit Income Fund: Established Series E Convertible Preferred Shares via Fifth Supplement to Declaration of Trust (effective 2025-10-30).
“On October 30, 2025, the Fund adopted the Fifth Supplement to the Amended and Restated Declaration of Trust (the “Fifth Supplement”), establishing and fixing the rights and preferences of the Convertible Preferred Shares.”
CIMG Inc.: Increased authorized common stock from 200,000,000 to 600,000,000 shares and made corresponding change to authorized capital stock (effective 2025-10-28).
“On October 28, 2025, CIMG Inc, a Nevada corporation (the “ Company ”) filed a Certificate of Amendment (the “ Certificate of Amendment ”) to the Company’s Articles of Incorporation (the “ Articles of Incorporation ”) with the Secretary of State of Nevada to increase the number of authorized shares of the Company’s common stock, par value $0.00001 per share (the “ Common Stock ”) from 200,000,000 to 600,000,000 and to make a corresponding change to the number of authorized shares of capital stock, effective as of 11:00 a.m. (New York time) on October 28, 2025 (the “ Increase of Authorized Shares ”).”
My City Builders, Inc.: Company is no longer a shell company as defined in Rule 12b-2 under the Exchange Act, effective upon entering the Asset Purchase Agreement for property acquisition (effective 2025-10-31).
“As a result of the Agreement, the Company is no longer a “shell company” as the term is defined in Rule 12b-2 under the Exchange Act.”
NightFood Holdings, Inc.: The Certificate of Designation of Series B Preferred Stock was amended to change the conversion method from individual holder option to conversion upon vote or written consent of holders owning at least 50.1% of outstanding Series B shares, with each share convertible into 8,366 shares of Common Sto (effective 2025-10-30).
“On October 30, 2025, the Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock (the “Series B Preferred Stock”) of Nightfood Holdings, Inc. (“NGTF” or the “Company”) was amended (the “Amended Series B COD”) by amending the method of converting the Series B Preferred Stock into common stock, par value $0.0001 per share (“Common Stock”).”
ATLANTIC INTERNATIONAL CORP.: Amended Section 1.5 of Bylaws to set quorum at one third of voting power of outstanding shares entitled to vote at stockholder meetings (effective 2025-10-31).
“On October 31, 2025, the Board of Directors (the “Board”) of the Company approved an amendment (the “Amendment”) to the Bylaws of the Company’s (the “Bylaws”) (the Amendment together with the Bylaws, the “Amended and Restated Bylaws”). Effective immediately, Section 1.5 of the Amended and Restated Bylaws states that, except as otherwise provided by law, the certificate of incorporation of the Company or other provisions of the Amended and Restated Bylaws, at each meeting of stockholders of the Company, the presence in person or by proxy of the holders of at least one third (33 1/3) in voting power of the outstanding shares of stock entitled to vote at the meeting shall be necessary and sufficient to constitute a quorum.”
Aditxt, Inc.: Amended certificate of incorporation to effect a 1-for-113 reverse stock split (effective 2025-10-31).
“On October 31, 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.”
IP STRATEGY HOLDINGS, INC.: Filed a Third Amendment to the Second Amended and Restated Certificate of Incorporation to effect a 1-for-20 reverse stock split (effective 2025-11-05).
“On October 30, 2025, Heritage Distilling Holding Company, Inc., a Delaware corporation doing business under the name IP Strategy (the “Company”), filed a Third Amendment to the Company’s Second Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Amendment”), with the Secretary of State of the State of Delaware to effect a 1-for-20 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”).”
Newton Golf Company, Inc.: Amended and restated Bylaws to reflect company name change from Sacks Parente Golf, Inc. to Newton Golf Company, Inc. and reduce quorum for stockholder meetings to one-third of capital stock (effective 2025-10-28).
“On October 28, 2025, the Board of Directors of Newton Golf Company, Inc. (the “Company”) amended and restated the Company’s Bylaws (as so amended and restated, the “Bylaws”) to (i) reflect the Company’s name change from Sacks Parente Golf, Inc. to Newton Golf Company, Inc. and (ii) reduce the quorum necessary to hold a meeting of stockholders to one-third of the Company’s capital stock issued and outstanding and entitled to vote, present in person, or by remote communication, if applicable, or represented by proxy.”
Fly-E Group, Inc.: Filed Certificate of Amendment to Amended and Restated Certificate of Incorporation to effect a 20-to-1 reverse stock split (effective 2025-11-04).
“the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware (the “Certificate of Amendment”), which effects the Reverse Stock Split at a ratio of 20-to-1, and such Certificate of Amendment will become effective as of 9:00 a.m. ET on November 4, 2025”
T1 Energy Inc.: The Company filed Certificates of Designations with the Delaware Secretary of State to fix the designations, preferences, limitations and relative rights of its Series B and Series B-1 Preferred Stock (effective 2025-10-31).
“On October 31, 2025, the Company filed Certificates of Designations of the Series B and Series B-1 Preferred Stock (collectively, the "Certificates of Designations") with the Secretary of State of the State of Delaware. The Certificates of Designations fix the designations, preferences, limitations and relative rights of the Company's Series B and Series B-1 Preferred Stock.”
Apex Treasury Corp: Adopted Amended and Restated Memorandum and Articles of Association in connection with IPO (effective 2025-10-27).
“On October 27, 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.”
Dynamix Corp III: Filed amended and restated memorandum and articles of association effective October 29, 2025 (effective 2025-10-29).
“On October 30, 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 October 29, 2025.”
M&T BANK CORP: Filed a certificate of amendment to establish the rights and designations of a new series of preferred stock (Series K) (effective 2025-10-29).
“On October 29, 2025, M&T filed with the New York State Department of State the Certificate of Amendment for the purpose of fixing the designations, preferences, limitations and relative rights of the Series K Preferred Stock.”
Awareness Group, Inc.: Company changed its name from Freedom Holdings, Inc. to The Awareness Group, Inc. via Articles of Amendment (effective 2025-10-07).
“On September 16, 2025, the Company filed Articles of Amendment to its Articles of Incorporation (the “Amendment”) to change its name from Freedom Holdings, Inc. to The Awareness Group, Inc.”
Cartesian Therapeutics, Inc.: Board approved amendment and restatement of bylaws to include references to the position of Lead Independent Director (effective 2025-10-29).
“On October 29, 2025, the Board approved an amendment and restatement of the Company’s Amended and Restated Bylaws, which became effective the same day. The Amended and Restated Bylaws now include appropriate references to the position of Lead Independent Director of the Board.”
FuboTV Inc.: On the Closing Date, the Company changed its fiscal year to end on September 30, with the first full year following Closing to end on September 30, 2026 (effective 2025-10-30).
“the Company changed its fiscal year to end on September 30, with the Company’s first full year following Closing to end on September 30, 2026.”
FuboTV Inc.: Upon effectiveness of the Fubo Conversion and immediately prior to the Closing, the Company adopted the Delaware Certificate of Incorporation to reflect changes contemplated by the Business Combination Agreement (effective 2025-10-30).
“the Company adopted the Delaware Certificate of Incorporation and the Delaware Bylaws to reflect the changes contemplated by the Business Combination Agreement, as described in the Definitive Proxy Statement.”
MultiSensor AI Holdings, Inc.: Filed a Certificate of Designations for Preferred Stock with the Delaware Secretary of State (effective 2025-10-27).
“On October 27, 2025, the Company filed a Certificate of Designations for the Preferred Stock with the Secretary of State of the State of Delaware (the “Certificate of Designation”), which became effective upon filing.”
Caris Life Sciences, Inc.: Amended bylaws to require a shareholder (or group of shareholders acting together) to beneficially own at least 3% of outstanding shares to institute or maintain a derivative proceeding (effective 2025-10-30).
“On October 30, 2025, the Board of Directors of Caris Life Sciences, Inc. (the “ Company ”) approved and adopted an amendment and restatement of the Company’s bylaws (the “ Bylaws ”) to provide that a shareholder (defined, in accordance with the Texas Business Organizations Code, to include a group of shareholders acting together) must beneficially own, at the time the derivative proceeding is instituted, a number of shares of common stock equal to at least three percent of the Company’s outstanding shares to institute or maintain a derivative proceeding.”
Solstice Advanced Materials Inc.: Adopted a Code of Business Conduct.
“In connection with the Spin-Off, the Company Board adopted a Code of Business Conduct”
Solstice Advanced Materials Inc.: Amended and restated by-laws (effective 2025-10-30).
“Effective as of October 30, 2025, the certificate of incorporation of the Company was amended and restated (the “ Amended and Restated Certificate of Incorporation ”) and the by-laws of the Company were amended and restated (the “ Amended and Restated By-Laws ”)”
Solstice Advanced Materials Inc.: Amended and restated certificate of incorporation (effective 2025-10-30).
“Effective as of October 30, 2025, the certificate of incorporation of the Company was amended and restated”
ERIE INDEMNITY CO: The Board of Directors approved a revised Code of Conduct applicable to all directors, officers and employees, and a revised Code of Ethics for CEO and Senior Financial Officers, effective November 2025 (effective 2025-11-01).
“On October 28, 2025, the Board of Directors approved a revised Code of Conduct applicable to all directors, officers and employees of the Company. The revisions update the Company’s existing Code of Conduct that was effective January 2025 and include non-substantive stylistic changes, address the use of AI, and strengthen the role of leaders to protect employees from retaliation. The revised Code of Conduct is effective November 2025. On October 28, 2025, the Board of Directors approved a revised Code of Ethics for CEO and Senior Financial Officers which contains additional obligations for the Company’s President and Chief Executive Officer, Chief Financial Officer, Controller and other persons performing similar functions. The revisions amend and restate the Company’s existing Code of Ethics for Senior Financial Officers that was effective June 1, 2016 to, among other things, address Insider Trading and Fair Dealing, and update the Waivers and Amendments section. The revised Code of E”
Rent the Runway, Inc.: Amended and restated bylaws to remove lead independent director provisions, add Lender exemption from notice procedures while Investor Rights Agreement is in effect, and make technical amendments regarding adjournment of stockholder meetings and stockholder lists (effective 2025-10-28).
“On October 28, 2025, the Board amended and restated the Company’s bylaws (the “Second Amended & Restated Bylaws”), effective as of the Closing Date.”
Innovative Payment Solutions, Inc.: Filed Restated Articles of Incorporation increasing authorized common and preferred stock, clarifying capital structure, and authorizing preferred stock series designation (effective 2025-10-03).
“On October 3, 2025, Innovative Payment Solutions, Inc. (the “Company”) filed Restated Articles of Incorporation with the Secretary of State of the State of Nevada.”
MapLight Therapeutics, Inc.: Amended and restated bylaws adopted effective upon IPO closing (effective 2025-10-28).
“Effective as of October 28, 2025, the Company adopted amended and restated bylaws (the “ Restated Bylaws ”) in connection with the closing of the IPO.”
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.