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
FLYE Fly-E Group, Inc.

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”
TE T1 Energy Inc.

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.”
APXT Apex Treasury Corp

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.”
DNMX Dynamix Corp III

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.”
MTB M&T BANK CORP

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.”
TAAG Awareness Group, Inc.

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.”
RNAC Cartesian Therapeutics, 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.”
FUBO FuboTV Inc.

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.”
FUBO FuboTV Inc.

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.”
MSAI MultiSensor AI Holdings, Inc.

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.”
CAI Caris Life Sciences, Inc.

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.”
SOLS Solstice Advanced Materials Inc.

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”
SOLS Solstice Advanced Materials Inc.

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 ”)”
SOLS Solstice Advanced Materials Inc.

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 ERIE INDEMNITY CO

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 Rent the Runway, Inc.

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.”
IPSI Innovative Payment Solutions, Inc.

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.”
MPLT MapLight Therapeutics, Inc.

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.”
MPLT MapLight Therapeutics, Inc.

MapLight Therapeutics, Inc.: Amended and restated certificate of incorporation filed in connection with IPO closing (effective 2025-10-28).

“In connection with the closing of the initial public offering (“ IPO ”) of shares of common stock, par value $0.0001 per share (“ Common Stock ”), of MapLight Therapeutics, Inc. (the “ Company ”), on October 28, 2025, the Company filed an amended and restated certificate of incorporation (the “ Restated Certificate ”) with the Secretary of State of the State of Delaware.”
HSPOF Horizon Space Acquisition I Corp.

Horizon Space Acquisition I Corp.: Amended charter to eliminate the limitation that the company may not redeem public shares if it would cause net tangible assets to be less than US$5,000,001.

“In addition, at the Shareholder Meeting, the shareholders of the Company also approved the proposal to amend Articles 48.2, 48.4, 48.5, and 48.8 of the Charter (such amendment, together with the amendment mentioned in the last paragraph, the “ Amended Charter ”) to eliminate the limitation that the Company may not redeem the Company’s public shares in an amount that would cause the Company’s net tangible assets to be less than US$5,000,001 following such redemptions.”
HSPOF Horizon Space Acquisition I Corp.

Horizon Space Acquisition I Corp.: Amended charter to provide that the company must consummate a business combination by October 27, 2025, with possible monthly extensions up to April 27, 2026, or cease operations and redeem public shares (effective 2025-10-27).

“At the Shareholder Meeting, the shareholders of the Company approved the proposal to amend Articles 48.7 and 48.8 of the Company’s Amended and Restated Memorandum and Articles of Association (the “ Charter ”) to provide that the Company must (i) consummate a business combination, or (ii) cease its operations except for the purpose of winding up if it fails to complete such Business Combination and redeem or repurchase 100% of the Company’s public shares included as part of the public units issued in the Company’s initial public offering, by October 27, 2025 (the “ Termination Date ”), and if the Company does not consummate a business combination by October 27, 2025, the Termination Date may be extended up to six times, each by a Monthly Extension, for a total of up to six months to April 27, 2025, without the need for any further approval of the Company’s shareholders.”
DTSQ DT Cloud Star Acquisition Corp

DT Cloud Star Acquisition Corp: Shareholders approved an amendment to the second amended and restated memorandum and articles of association to extend the business combination deadline to October 26, 2026 (effective 2025-10-22).

“Shareholders approved the proposal to amend DT Cloud Star’s second amended and restated memorandum and articles of association, to extend the date by which the Company must consummate a business combination to October 26, 2026, by adopting the third amended and restated memorandum and articles of association.”
IMSR Terrestrial Energy Inc. /DE/

Terrestrial Energy Inc. /DE/: HCM II adopted new bylaws in connection with a 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 and adopted its new bylaws (the “Bylaws”).”
IMSR Terrestrial Energy Inc. /DE/

Terrestrial Energy Inc. /DE/: HCM II filed a new Certificate of Incorporation in Delaware in connection with a 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”
FUSE Fusemachines Inc.

Fusemachines Inc.: Pubco ceased to be a shell company upon the Closing of the Business Combination.

“Upon the Closing, Pubco ceased to be a shell company.”
FUSE Fusemachines Inc.

Fusemachines Inc.: Adopted a new Code of Business Conduct and Ethics effective upon the Closing Date, applicable to all employees, officers, and directors.

“Effective upon the Closing Date, in connection with the consummation of the Business Combination, 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), which is available on the Company’s website at https://www.fusemachines.com/.”
FUSE Fusemachines Inc.

Fusemachines Inc.: Pubco adopted new bylaws (New Bylaws) on October 22, 2025, replacing the prior governing documents (effective 2025-10-22).

“and also adopted the New Bylaws, which replace CSLM’s governing documents in effect as of such time, respectively.”
FUSE Fusemachines Inc.

Fusemachines Inc.: Pubco filed a new charter (New Charter) with Delaware Secretary of State on October 22, 2025, replacing the prior governing documents (effective 2025-10-22).

“on October 22, 2025, Pubco filed the New Charter with the Delaware Secretary of State, and also adopted the New Bylaws, which replace CSLM’s governing documents in effect as of such time, respectively.”
MFIN MEDALLION FINANCIAL CORP

MEDALLION FINANCIAL CORP: Adopted Fourth Amended and Restated By-Laws to provide for the election of an Executive Chairman (effective 2025-10-24).

“In connection with the upcoming appointment of Mr. Alvin Murstein as the Company's Executive Chairman of the Board, on October 24, 2025, the Board adopted the Fourth Amended and Restated By-Laws (the “Amended and Restated By-Laws”), in order to, among other things, provide that the Board may elect an Executive Chairman, who will perform such duties as provided in the Amended and Restated By-Laws or as may from time to time be assigned by the Board.”
CELU Celularity Inc

Celularity Inc: Filed Certificate of Designation for Series A Convertible Preferred Stock, establishing rights and preferences for 6,000,000 shares of Series A Preferred Stock (effective 2025-10-24).

“On October 24, 2025, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware, designating 6,000,000 shares of Series A Preferred Stock, out of the Company’s authorized preferred stock.”
Tourmaline Bio, Inc.

Tourmaline Bio, Inc.: Bylaws amended and restated in their entirety pursuant to Merger Agreement.

“the Company’s bylaws (the “ Bylaws ”) were amended and restated in their entirety”
Tourmaline Bio, Inc.

Tourmaline Bio, Inc.: Certificate of incorporation amended and restated in its entirety pursuant to Merger Agreement.

“the certificate of incorporation of the Company (the “ Certificate of Incorporation ”) was amended and restated in its entirety”
ZPTA Zapata Quantum, Inc.

Zapata Quantum, Inc.: Filed Certificate of Designations for Series A Preferred Stock, designating up to 15,000 shares with conversion and voting rights and liquidation preference over common stock and other preferred series (effective 2025-10-23).

“On October 23, 2025, the Company filed the Certificate of Designations of Preferences, Rights and Limitations (the “Certificate of Designations”) of the Series A with the Delaware Secretary of State designating and authorizing the issuance of up to 15,000 shares of Series A.”
CYCU Cycurion, Inc.

Cycurion, Inc.: Second Amendment to the Second Amended and Restated Certificate of Incorporation filed to effect a 1-for-30 reverse stock split (effective 2025-10-27).

“The Company effected the Reverse Stock Split by filing the Second Amendment to the Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware.”
ZONE CleanCore Solutions, Inc.

CleanCore Solutions, Inc.: Reduced quorum requirement for stockholder meetings from a majority to one-third of outstanding shares (effective 2025-10-22).

“On October 22, 2025, the Board of Directors of CleanCore Solutions, Inc. (the “ Company ”) adopted an amendment to the Company’s Bylaws (the “ Bylaw Amendment ”) to reduce the quorum requirement for meetings of stockholders from a majority to one-third of the outstanding shares.”
NATL NCR Atleos Corp

NCR Atleos Corp: Amended and restated bylaws to clarify and enhance procedural and disclosure requirements for stockholder proposals and director nominations, remove specific date references, confirm Board authority over committee membership, and make other clarifying changes (effective 2025-10-28).

“On October 28, 2025, the Board of Directors (the "Board") of NCR Atleos Corporation (the "Company") approved and adopted, effective as of such date, amendments to the Company’s bylaws, amending and restating them in their entirety (as amended, the "Second Amended and Restated Bylaws").”
MMTX Miluna Acquisition Corp

Miluna Acquisition Corp: Amended and Restated Memorandum and Articles of Association became effective in connection with the IPO (effective 2025-10-24).

“On October 24, 2025, in connection with the completion of the IPO, the Company’s Amended and Restated Memorandum and Articles of Association became effective (the “ Amended Charter ”).”
LAFA LaFayette Acquisition Corp.

LaFayette Acquisition Corp.: Filed amended and restated memorandum and articles of association authorizing up to 200,000,000 ordinary shares and up to 20,000,000 preference shares (effective 2025-10-23).

“The Company filed its amended and restated memorandum and articles of association (the “Amended Articles”) with the Registrar of Companies in the Cayman Islands, effective as of October 23, 2025. Among other things, the Amended Articles authorize the issuance of up to 200,000,000 Ordinary Shares, and up to 20,000,000 preference shares par value $0.0001 per share.”
FHN FIRST HORIZON CORP

FIRST HORIZON CORP: Board size increased from 13 to 14 members (effective 2025-10-27).

“On October 27, 2025, the Board of Directors unanimously approved an amendment to Section 3.2 of the Bylaws of First Horizon Corporation, effective immediately. As amended, that Section provides that the Board of Directors consists of fourteen members (increased from thirteen).”
WKC WORLD KINECT CORP

WORLD KINECT CORP: Increased number of authorized directors by two to allow appointment of two new directors (effective 2025-10-22).

“On October 22, 2025, the Board approved an amendment and restatement of the Company’s By-Laws to (as so amended, the “Amended and Restated Bylaws”), increasing the number of authorized directors by two in order to allow for the appointment of Ms. Smith and, in January, Mr. Birns.”
NEUP Neuphoria Therapeutics Inc.

Neuphoria Therapeutics Inc.: Adoption of Certificate of Designations establishing Preferred Shares and their rights (effective 2025-10-27).

“Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. In connection with the adoption of the Rights Agreement referenced in Item 1.01 above, the Board approved the Certificate of Designations establishing the Preferred Shares and the rights, preferences and privileges thereof. The Certificate of Designations was filed with the Secretary of State of the State of Delaware on October 27, 2025.”
SBEV SPLASH BEVERAGE GROUP, INC.

SPLASH BEVERAGE GROUP, INC.: Amended bylaws to change quorum requirement to one-third of outstanding voting power, majority vote standard, clarify CEO/President roles, and remove special notice timing for authorized share increases (effective 2025-09-25).

“On September 25, 2025, the Board approved and adopted amendments to the Company’s Bylaws (the “Amendments”). The Bylaw Amendments are summarized as follows: (i) provide that the quorum requirement for shareholders’ meetings shall be one-third of the outstanding voting power; and (ii) provide that if a quorum is present, the affirmative vote of a majority of votes cast shall be an act of the shareholders unless a different voting standard is required by applicable law; (iii) provide for roles and duties of the Chief Executive Officer and President which are consistent with the Company’s current management structure and (iv) remove a special notice timing requirement for the mailing of notice relating to an increase in authorized shares. The Amendments became effective upon their adoption on September 25, 2025.”
LGMK LogicMark, Inc.

LogicMark, Inc.: Filed a charter amendment effecting a one-for-seven hundred fifty reverse stock split of common stock and Series C Preferred Stock, effective 5:00 p.m. ET on October 24, 2025 (effective 2025-10-24).

“On October 24, 2025, LogicMark, Inc. (the “Company”), acting pursuant to authority received at the annual meeting of its stockholders on August 15, 2025 (the “Annual Meeting”), filed with the Secretary of State of the State of Nevada (i) a certificate of change (the “Charter Amendment”) to its articles of incorporation, as amended (the “Articles of Incorporation”), which effected a one-for-seven hundred fifty reverse stock split (the “Common Stock Reverse Stock Split”) of all of the Company’s outstanding shares of common stock”
CTRE CareTrust REIT, Inc.

CareTrust REIT, Inc.: Amended and restated bylaws to update advance notice provisions for universal proxy rules, clarify nomination limitations, and make conforming/technical changes (effective 2025-10-21).

“On October 21, 2025 , the Board approved an amendment and restatement of the Company’s Amended and Restated Bylaws (as so amended and restated, the “Bylaws”), which became effective immediately.”
RNAZ Transcode Therapeutics, Inc.

Transcode Therapeutics, Inc.: Amended Section 6.1.1 of the Certificate of Designation to clarify conversion limits and removed the holder's right to convert Preferred Stock into Common Stock upon delisting from Nasdaq (effective 2025-10-27).

“The Amended and Restated Certificate of Designation amended Section 6.1.1 of the Prior Certificate to clarify that for as long as the Purchase Agreement remains in effect and for as long as any shares of Preferred Stock remain outstanding, prior to receipt by the Company of the stockholders’ approval of the conversion of the applicable series of Preferred Stock into shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), in accordance with the listing rules of the Nasdaq Stock Market, as set forth in the Purchase Agreement, the Company shall not issue pursuant to the Purchase Agreement and Section 6.1.1 of the Amended and Restated Certificate of Designation more than an aggregate of 19.9% of the Common Stock outstanding as of October 8, 2025. In addition, the Amended and Restated Certificate of Designation removed the ability of a holder of Preferred Stock to convert, at the option of such holder, the Preferred Stock into Common Stock in the event of a delis”
ASPC ASPAC III Acquisition Corp.

ASPAC III Acquisition Corp.: Amended and restated memorandum and articles of association to extend business combination deadline to November 12, 2026 (effective 2025-10-27).

“As described below under Item 5.07 of this Current Report on Form 8-K, A SPAC III Acquisition Corp. (the “Company”) held its extraordinary general meeting on October 27, 2025 (the “EGM”) at which the shareholders voted on the proposal to amend and restate the Company’s amended and restated memorandum and articles of association to allow the Company to extend the date by which it has to consummate a business combination for an additional twelve (12) months from November 12, 2025 to November 12, 2026 (the “Charter Amendment Proposal”).”
DEFI Hashdex Commodities Trust

Hashdex Commodities Trust: Amended the Declaration of Trust to revise definition of Event of Withdrawal, clarify issuance of units, change sponsor withdrawal notice period from 90 to 30 days, and add that appointment of successor sponsor avoids dissolution upon Event of Withdrawal (effective 2025-10-21).

“Effective October 21, 2025, Tidal Investments LLC (“Tidal”) executed an amendment to the First Amended and Restated Declaration of Trust and Trust Agreement (“Declaration of Trust”) of the Tidal Commodities Trust I (the “Trust”), which amended certain provisions as follows: 1. The definition of “Event of Withdrawal” was revised to state that the sponsor’s actual withdrawal, and not the provision of notice of withdrawal, constitutes an Event of Withdrawal. 2. Section 3.2(a) was amended to clarify that each series within the Trust can issue, and has issued, units in accordance with the terms of the Declaration of Trust. 3. Section 4.11(a) was revised to change the notice period for a withdrawal of the sponsor from ninety days to thirty days. 4. Section 13.1(a) was revised to add that an Event of Withdrawal will not cause the dissolution of the Trust, if prior to the Event of Withdrawal, the Sponsor appoints a successor sponsor that agrees to carry on the business of the Trust.”
HAVA Harvard Ave Acquisition Corp

Harvard Ave Acquisition Corp: Adoption of Amended and Restated Memorandum and Articles of Association (effective 2025-09-26).

“On September 26, 2025, the Company adopted its Amended and Restated Memorandum and Articles of Association.”
SONM DNA X, Inc.

DNA X, Inc.: Approved and effected a 1-for-18 reverse stock split of common stock via a certificate of amendment to the amended and restated certificate of incorporation (effective 2025-10-27).

“On October 20, 2025, the Company filed a certificate of amendment to the Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to effect the Reverse Stock Split. The Certificate of Amendment will become effective at 12:01 a.m. Eastern Time on October 27, 2025, at which time every eighteen (18) shares of Common Stock will be automatically combined into one (1) issued and outstanding share of Common Stock, without any change in par value per share.”
MOJO EQUATOR Beverage Co

EQUATOR Beverage Co: Amended certificate of incorporation to effect a 1-for-2 reverse stock split and reduce authorized common stock from 20,000,000 to 10,000,000 shares (effective 2025-10-20).

“The Reverse Stock Split and authorized share reduction were effected through the filing of a Certificate of Amendment to the Company’s Certificate of Incorporation with the Delaware Secretary of State on October 20, 2025.”

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.