Charter, bylaw, and control-related changes under 8-K Items 5.03/5.05/5.06.
Alpha Star Acquisition Corp: Amended the Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate a business combination to June 15, 2025 (effective 2024-12-27).
“On December 27, 2024, following the approval of the proposals described above, the Company adopted the amendments to the Amended and Restated Memorandum and Articles of Association.”
ALPHATIME ACQUISITION CORP: Amended the Third Amended and Restated Memorandum and Articles of Association to extend the deadline for consummating a business combination by up to nine months to October 4, 2025 (effective 2024-12-20).
“As approved by the Company’s shareholders at the Meeting on December 20, 2024, by special resolution, the Company amended the Company’s Third Amended and Restated Memorandum and Articles of Association (the “ Existing Charter ”) on December 20, 2024, in the form set forth in Annex A to the definitive proxy statement, as supplemented, filed with the Securities and Exchange Commission on December 2, 2024 (the “ Extension Amendment ”), reflecting the extension of the date by which the Company must consummate a business combination from the Termination Date up to nine (9) times, each comprised of one month each (each an “ Extension ”) up to October 4, 2025 (i.e., for a period of time ending up to 33 months after the consummation of its initial public offering (the “ IPO ”)) for a total of nine (9) months after the Termination Date (assuming a business combination has not occurred).”
Translational Development Acquisition Corp.: Amended and restated memorandum and articles of association filed and effective (effective 2024-12-20).
“On December 20, 2024, 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 20, 2024.”
AtlasClear Holdings, Inc.: Reduced quorum for stockholder meetings from majority of voting power to 33.3% of voting power (effective 2024-12-19).
“the Company’s Board of Directors (the “Board”) approved the amendment of the Company’s Amended and Restated Bylaws, effective as of that date (the “Bylaws Amendment”), to reduce the quorum required for the transaction of business at stockholder meetings from the holders of a majority of the voting power of the Company’s outstanding shares of stock to the holders of 33.3% of the voting power of the Company’s outstanding shares of stock.”
CREATIVE MEDICAL TECHNOLOGY HOLDINGS, INC.: Increased authorized common shares from 5,000,000 to 25,000,000 (effective 2024-12-19).
“On December 19, 2024, the stockholders of Creative Medical Technology Holdings, Inc. (the “Company”) approved an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of common stock from 5,000,000 to 25,000,000.”
Loop Industries, Inc.: Filed Certificate of Designation for Series B Convertible Preferred Stock, establishing terms, rights, and limitations for up to 5,000,000 shares (effective 2024-12-19).
“On December 19, 2024, the Company filed the Certificate of Designation (the “Certificate of Designation”) establishing the terms, rights, and limitations for up to 5,000,000 shares of Series B Convertible Preferred Stock with the Secretary of State of the State of Nevada.”
Velo3D, Inc.: Board adopted Second Amended and Restated Bylaws with amendments regarding Majority Holder exemption, removal of director confidentiality requirement, and allowance of stockholder action by written consent (effective 2024-12-24).
“Effective December 24, 2024, the Board approved and adopted the Second Amended and Restated Bylaws of the Company (the “Bylaws”), which amend and restate the Amended and Restated Bylaws of the Company that were previously in effect.”
Duckhorn Portfolio, Inc.: Bylaws amended and restated in their entirety pursuant to Merger Agreement.
“the amended and restated certificate of incorporation of the Company and the amended and restated bylaws of the Company, each as in effect immediately prior to the Effective Time were each amended and restated in their entirety”
Duckhorn Portfolio, Inc.: Certificate of incorporation amended and restated in its entirety pursuant to Merger Agreement.
“the amended and restated certificate of incorporation of the Company and the amended and restated bylaws of the Company, each as in effect immediately prior to the Effective Time were each amended and restated in their entirety”
Slam Corp.: Shareholders approved and Company filed Articles Amendment to extend the deadline to complete a business combination from December 25, 2024 to March 25, 2025, and allow the board to extend monthly up to three additional months until June 25, 2025. The amendment also permits Class B ordinary shares t (effective 2024-12-18).
“Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On December 18, 2024, Slam held the Shareholder Meeting to amend the Company’s amended and restated memorandum and articles of association (the “ Articles ”) to extend the date (the “ Termination Date ”) by which the Company has to consummate a business combination (the “ Articles Extension ”) from December 25, 2024 to March 25, 2025 (the “ Articles Extension Date ”) and to allow the Company, without another shareholder vote, to elect to extend the Termination Date to consummate a Business Combination on a monthly basis for up to three times by an additional one month each time after the Articles Extension Date, by resolution of the Company’s board of directors if requested by the Sponsor and upon five days’ advance notice prior to the applicable Termination Date, until June 25, 2025, or a total of up to three months after the Articles Extension Date, unless the closing of a business combination shall h”
Coliseum Acquisition Corp.: Shareholders approved an amendment to remove the provision allowing up to $100,000 from trust interest to pay dissolution expenses if no business combination is completed (effective 2024-12-25).
“on December 23, 2024, as part of the Extension Meeting, the Company’s shareholders approved two amendments to the Company’s Amended and Restated Memorandum and Articles of Association (the “Articles”):”
Coliseum Acquisition Corp.: Shareholders approved an Extension Amendment to extend the business combination deadline from December 25, 2024 to December 31, 2024, with possible further extensions up to February 28, 2025 (effective 2024-12-25).
“on December 23, 2024, as part of the Extension Meeting, the Company’s shareholders approved two amendments to the Company’s Amended and Restated Memorandum and Articles of Association (the “Articles”): the Extension Amendment”
Horizon Space Acquisition I Corp.: Amended charter to extend business combination deadline to December 27, 2025, with monthly extension options (effective 2024-12-26).
“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 ”) (such amendment, the “ Amended 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 December 27, 2024 (the “ Termination Date ”), and if the Company does not consummate a business combination by December 27, 2024, the Termination Date may be extended up to twelve times, each by a Monthly Extension, for a total of up to twelve months to December 27, 2025, without the need for any further approval of the Company’s shareholders.”
CORVEL CORP: Amended certificate of incorporation to effect a three-for-one forward stock split and proportionately increase authorized common shares from 120 million to 360 million (effective 2024-12-24).
“As previously announced, on December 13, 2024, the board of directors (the “ Board ”) of CorVel Corporation (the “ Company ”) approved an amendment to the Company’s Fourth Amended and Restated Certificate of Incorporation (“the Charter Amendment ”) to (i) effect a three-for-one forward stock split (the “ Stock Spli t”) of the Company’s common stock, par value $0.0001 (“ Common Stock ”); and (ii) proportionately increase the number of authorized shares of Common Stock from 120,000,000 shares to 360,000,000 shares (the “ Authorized Share Increase ”). The Charter Amendment was filed with the Secretary of State of the State of Delaware on December 23, 2024, and became effective on December 24, 2024.”
BRAND HOUSE COLLECTIVE, INC.: Reduce authorized shares of common stock from 100,000,000 to 80,000,000 (effective 2024-12-23).
“On December 23, 2024, the Board of Directors of Kirkland’s, Inc. (the “Company”) approved an amendment to the Company’s Amended and Restated Charter (the “Charter Amendment”) reducing the number of authorized shares of common stock, no par value per share, from 100,000,000 to 80,000,000.”
SKECHERS USA INC: Amended bylaws to provide for issuance of uncertificated shares upon Board approval (effective 2024-12-18).
“On December 18, 2024, the Board of Directors of the Company approved an amendment of the Company’s bylaws (the “Fifth Amendment”), effective as of the same date.”
Neuphoria Therapeutics Inc.: Code of Conduct adopted, applies to all directors, officers and employees.
“Neuphoria has adopted a Code of Conduct (the “Code”), which applies to all directors, officers and employees”
Neuphoria Therapeutics Inc.: Bylaws adopted in connection with redomiciliation.
“rights of our shareholders are no longer governed by Bionomics’ organizational documents and instead are now governed by Neuphoria’s Amended and Restated Certificate of Incorporation and its bylaws”
Neuphoria Therapeutics Inc.: Amended and Restated Certificate of Incorporation adopted in connection with redomiciliation.
“rights of our shareholders are no longer governed by Bionomics’ organizational documents and instead are now governed by Neuphoria’s Amended and Restated Certificate of Incorporation”
DIGITAL REALTY TRUST, INC.: Increased authorized shares of common stock from 392,000,000 to 502,000,000 (effective 2024-12-23).
“the Board of Directors of Digital Realty Trust, Inc. approved an amendment to our charter increasing the number of authorized shares of our common stock, par value $.01 per share, available for issuance from 392,000,000 to 502,000,000.”
ARtelligence Holdings, Inc.: Effected a 1-for-50 reverse stock split and reduced authorized common stock to 500,000,000 shares (effective 2024-12-18).
“On December 18, 2024, the Company effected the announced planned reverse stock split of 50 existing shares for one new share of Common Stock. The Company's authorized Common Stock was reduced to 500,000,000.”
Atara Biotherapeutics, Inc.: Board approved Third Amended and Restated Bylaws with principal revisions including additional rights to postpone/reschedule special meetings, exclusive use of white proxy card for the Board, meeting conduct rules, stockholder proposal disclosure and procedural requirements, director eligibility req (effective 2024-12-20).
“On December 20, 2024, the Board of Directors (the “ Board ”) of Atara Biotherapeutics, Inc., a Delaware corporation (the “ Company ”), approved the amendment and restatement of the Bylaws of the Company (the “ Third Amended and Restated Bylaws ”).”
Avangrid, Inc.: Amended and Restated By-Laws amended and restated in their entirety following merger.
“the Amended and Restated By-Laws of the Company, as in effect immediately prior to the Effective Time, were amended and restated in their entirety to be in the form of the bylaws attached as Exhibit 3.2 to this Current Report”
Avangrid, Inc.: Certificate of Incorporation amended and restated following merger.
“Immediately following the Effective Time, the Certificate of Incorporation of the Surviving Corporation was amended and restated to be in the form of the certificate of incorporation attached as Exhibit 3.1 to this Current Report”
SUPERNUS PHARMACEUTICALS, INC.: The Board approved and adopted an updated Code of Ethics and Business Conduct, clarifying reporting channels, consequences for violations, and guidance on conflicts of interest and legal compliance (effective 2024-12-19).
“On December 19, 2024, the Board of Directors of the Company approved and adopted an updated Code of Ethics and Business Conduct (the “Code”).”
Canoo Inc.: 1-for-20 reverse stock split of common stock (effective 2024-12-24).
“Pursuant to the Certificate of Amendment, effective as of 8:00 a.m., Eastern Time, on December 24, 2024 (the “Effective Time”), every 20 shares of Common Stock issued and outstanding, including shares of Common Stock held by the Company as treasury shares, will be automatically combined into one share of Common Stock.”
DeFi Development Corp.: Stockholders approved an amendment to the Certificate of Incorporation to limit officer liability under Delaware law (effective 2024-12-19).
“the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended and/or restated from time to time (the “ Certificate of Incorporation ”) to limit the liability of certain officers of the Company as permitted by recent amendments to Delaware law (the “ Officer Exculpation Amendment ”).”
SmartKem, Inc.: Second Amended and Restated Certificate of Designations for Series A-1 Preferred Stock filed with Delaware on 2024-12-20, modifying dividend obligations, consent rights, liquidation preference, conversion price, conversion restrictions, and automatic conversion terms (effective 2024-12-20).
“The Second Amended and Restated CoD was filed with the Secretary of State of Delaware on December 20, 2024.”
AEON Biopharma, Inc.: Changed quorum requirement for shareholder meetings from a majority to 33.34% of voting power (effective 2024-12-18).
“On December 18, 2024, Aeon Biopharma, Inc. (the “Company”) amended its amended and restated bylaws (the “Bylaws”) to change the quorum requirement for shareholder meetings from a majority to 33.34% of the voting power of the Company’s outstanding shares entitled to vote at a meeting.”
New Horizon Aircraft Ltd.: Amended Articles to attach special rights/restrictions to Common Shares and create Preferred Shares; subsequent amendment created Series A Preferred Shares (effective 2024-12-18).
“to alter (the “First Alteration”) the Authorized Share Structure and Articles to: (1) create and attach to the Common Shares the special rights or restrictions summarized hereafter, and (2) create an unlimited number of preferred shares, issuable in series, and to attach special rights or restrictions as summarized hereafter (the “Preferred Shares”).”
New Mountain Net Lease Trust: In connection with the execution of the Declaration of Trust, the Company adopted Bylaws, effective December 16, 2024 (effective 2024-12-16).
“In connection with the execution of the Declaration of Trust, effective on December 16, 2024, the Company adopted Bylaws.”
New Mountain Net Lease Trust: Company entered into an Amended and Restated Declaration of Trust, effective December 16, 2024 (effective 2024-12-16).
“Effective on December 16, 2024, the Company entered into an Amended and Restated Declaration of Trust (the "Declaration of Trust"), which amended and restated the Company’s Declaration of Trust, dated August 5, 2024.”
CAPITAL CITY BANK GROUP INC: Amended and Restated Bylaws to address Universal Proxy Rules, revise advance notice provisions, require non-white proxy card color, and make technical updates (effective 2024-12-19).
“On December 19, 2024, the Board of Directors of Capital City Bank Group, Inc. (the “Company”) amended and restated the Company’s Amended and Restated Bylaws (as so amended and restated, the “Amended and Restated Bylaws”).”
PVH CORP. /DE/: Amended By-Laws to update advance notice and proxy access provisions, address universal proxy rules, and make various governance and housekeeping changes (effective 2024-12-19).
“On December 19, 2024, in connection with a periodic review of corporate governance matters and the universal proxy rules adopted by the U.S. Securities and Exchange Commission (the “Universal Proxy Rules”), the Board of Directors (the “Board”) of PVH Corp. (the “Company”) amended the Company’s By-Laws, effective immediately.”
AgEagle Aerial Systems Inc.: Increased authorized common stock from 5,000,000 to 200,000,000 shares (effective 2024-12-20).
“The Certificate of Amendment increases the Company’s authorized common stock, par value $0.001 (the “Common Stock”), from 5,000,000 to 200,000,000 (the “Articles Amendment”).”
TRACTOR SUPPLY CO /DE/: amended certificate of incorporation to effect 5-for-1 stock split and increase authorized common shares from 400 million to 2 billion (effective 2024-12-19).
“the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware on December 19, 2024, and it became effective at 5:00 p.m. on that date (the “Effective Time”). The Certificate of Amendment effected the Stock Split and also proportionately increased the number of shares of authorized Common Stock from 400,000,000 to 2,000,000,000.”
Zeo ScientifiX, Inc.: Amended the Certificate of Designation of Series C Non-Convertible Preferred Stock to modify redemption provision (effective 2024-12-17).
“On December 17, 2024, we filed an Amendment (the “ Amendment ”) to the Certificate of Designation (the “ Certificate of Designation ”) of our Series C Non-Convertible Preferred Stock (the “ Series C Preferred Shares ”) with the Secretary of State of Nevada.”
Avalon GloboCare Corp.: Filed Series C Certificate of Designations to designate 10,000 shares of Series C Convertible Preferred Stock with stated value, dividend, liquidation preference, and conversion terms (effective 2024-12-13).
“On December 13, 2024, the Company filed a certificate of designations of preferences, rights, and limitations of Series C Convertible Preferred Stock (the "Series C Certificate of Designations") with the Department of State, Division of Corporations, of the State of Delaware, which provides for the designation of 10,000 shares of Series C Preferred Stock of the Company, par value $0.0001 per share, upon the terms and conditions as set forth in the Series C Certificate of Designations.”
RMR GROUP INC.: The Board of Directors adopted Articles of Amendment to increase the number of authorized shares of Class A common stock by 550,000 (effective 2024-12-19).
“On December 19, 2024, our Board of Directors adopted Articles of Amendment to increase the number of authorized shares of our Class A common stock by 550,000 to ensure that there are sufficient shares available for issuance under our Amended and Restated 2016 Omnibus Equity Plan and any amendments thereto. The Articles of Amendment were filed with the State Department of Assessments and Taxation of Maryland on December 19, 2024 and effective that same day.”
AleAnna, Inc.: SurvivingPubCo ceased to be a shell company upon the closing of the business combination (effective 2024-12-13).
“As a result of the Business Combination, Surviving PubCo ceased to be a shell company upon the Closing.”
AleAnna, Inc.: The Board approved and adopted a new code of business conduct and ethics (effective 2024-12-13).
“On December 13, 2024, the Board approved and adopted a new code of business conduct and ethics that applies to all of its directors, executive officers and other employees, which is available on Surviving PubCo’s website, www.aleannainc.com, under “Governance.””
ALPHA MODUS HOLDINGS, INC.: As a result of the Business Combination, the Company ceased to be a shell company.
“As a result of the Business Combination, the Company ceased to be a shell company.”
ALPHA MODUS HOLDINGS, INC.: The Company approved and became effective Amended and Restated Bylaws (A&R Bylaws) in connection with the consummation of the Transactions on December 13, 2024 (effective 2024-12-13).
“Amendments to Certificate of Incorporation and Bylaws On December 13, 2024, in connection with the consummation of the Transactions, the Company’s A&R Charter, and Amended and Restated Bylaws (the “ A&R Bylaws ”) were approved by IAC’s stockholders at the Special Meeting and became effective.”
ALPHA MODUS HOLDINGS, INC.: The Company approved and became effective an Amended and Restated Charter (A&R Charter) in connection with the consummation of the Transactions on December 13, 2024 (effective 2024-12-13).
“Amendments to Certificate of Incorporation and Bylaws On December 13, 2024, in connection with the consummation of the Transactions, the Company’s A&R Charter, and Amended and Restated Bylaws (the “ A&R Bylaws ”) were approved by IAC’s stockholders at the Special Meeting and became effective.”
AMC Robotics Corp: Amended Second Amended and Restated Memorandum and Articles of Association to extend business combination deadline and remove net tangible asset redemption limitation (effective 2024-12-18).
“As approved by the Company’s shareholders at the Meeting on December 18, 2024, by special resolution, the Company amended the Company’s Second Amended and Restated Memorandum and Articles of Association (the “ Existing Charter ”) on December 18, 2024, by adopting the Amendment to the Existing Charter in the form set forth in Annex A to the definitive proxy statement, as supplemented, filed with the Securities and Exchange Commission on December 3, 2024 (the “ Articles Amendment ”), reflecting (i) the extension of the date by which the Company must consummate a business combination from the Termination Date up to nine (9) extensions comprised of one month each (each an “ Extension ”) up to September 22, 2025 (i.e., for a period of time ending up to 33 months after the consummation of its initial public offering for a total of nine (9) months after the Termination Date (assuming a business combination has not occurred) and (ii) the deletion of the limitation that the Company shall not re”
United Airlines Holdings, Inc.: Amended and restated bylaws to align with Delaware law, revise stockholder nomination procedures, and make other changes (effective 2024-12-12).
“On December 12, 2024, in connection with a periodic review of the bylaws of United Airlines Holdings, Inc. (the “ Company ”), the board of directors (the “ Board ”) of the Company adopted amended and restated bylaws of the Company (the bylaws, as so amended and restated, the “ Amended and Restated Bylaws ”), effective immediately.”
CDW Corp: Amended and restated bylaws to align with Delaware law and current practice, and revised advance notice provisions for stockholder nominations and proposals (effective 2024-12-16).
“On December 16, 2024, in connection with a periodic review of CDW Corporation’s (the “Company”) bylaws, the Board of Directors of the Company adopted amended and restated bylaws (as amended, the “Amended and Restated Bylaws”), effective immediately.”
Aptiv PLC: New Aptiv adopted its Memorandum and Articles of Association effective December 17, 2024 in connection with a transaction (effective 2024-12-17).
“In connection with the Transaction, effective as of December 17, 2024, New Aptiv adopted its Memorandum and Articles of Association.”
FOCUS UNIVERSAL INC.: Increased authorized common stock from 75,000,000 to 150,000,000 shares through Amended and Restated Articles of Incorporation (effective 2024-12-13).
“Effective December 13, 2024, the Company amended and restated its Articles of Incorporation to increase the Company’s Common Stock from 75,000,000 to 150,000,000 shares”
Catalent, Inc.: Bylaws amended and restated in their entirety at Effective Time of Merger.
“the certificate of incorporation and bylaws of the Company were each amended and restated in their entirety and are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K”
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.