secwatch / observer
8-K filed December 22, 2025, 6:59 PM ET ticker BRLT CIK 0001866757
other material confidence high sentiment neutral materiality 0.50

Brilliant Earth reincorporates from Delaware to Nevada effective Dec. 22, 2025

Brilliant Earth Group, Inc.

item 3.03item 5.03item 8.01item 9.01

Machine-readable event card

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Brilliant Earth Group, Inc.
filed_at
2025-12-22T23:59:59+00:00
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JSON Markdown Plain text

Source-grounded claims

ac86099bf5e4ccd85bf0ec5bfe002be36e070e6e

Brilliant Earth Group, Inc.: Company reincorporated from Delaware to Nevada; replaced Delaware certificate and bylaws with Nevada Charter and Nevada Bylaws (effective 2025-12-22).

On December 22, 2025, Brilliant Earth Group, Inc. (the “Company”) filed (i) a certificate of conversion with the Secretary of State of the State of Delaware and (ii) articles of conversion with the Secretary of State of the State of Nevada, pursuant to which the reincorporation of the Company from the State of Delaware to the State of Nevada (the “Reincorporation”) became effective on December 22, 2025, at 4:01 p.m. Eastern Time (the “Effective Time”).

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

Comparable filings

DAIC

CID HoldCo (Dot Ai) implements 1-for-25 reverse stock split effective May 29, 2026

CID Holdco, Inc. May 28, 2026, 8:35 AM ET other_material Items 3.03, 5.03, 8.01, 9.01

same fact type: governance_change same SEC item: 3.03, 5.03, 8.01, 9.01 same event type: other_material similar materiality

This filing

On December 22, 2025, Brilliant Earth Group, Inc. (the “Company”) filed (i) a certificate of conversion with the Secretary of State of the State of Delaware and (ii) articles of conversion with the Secretary of State of the State of Nevada, pursuant to which the reincorporation of the Company from the State of Delaware to the State of Nevada (the “Reincorporation”) became effective on December 22, 2025, at 4:01 p.m. Eastern Time (the “Effective Time”).

Comparable filing

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information set forth in Item 3.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.03. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Filing page SEC filing

IOT

Samsara Inc. reincorporates from Delaware to Nevada, effective June 1, 2026

Samsara Inc. June 1, 2026, 4:07 PM ET other_material Items 3.03, 5.03, 9.01

same fact type: governance_change same SEC item: 3.03, 5.03, 9.01 same event type: other_material similar materiality

This filing

On December 22, 2025, Brilliant Earth Group, Inc. (the “Company”) filed (i) a certificate of conversion with the Secretary of State of the State of Delaware and (ii) articles of conversion with the Secretary of State of the State of Nevada, pursuant to which the reincorporation of the Company from the State of Delaware to the State of Nevada (the “Reincorporation”) became effective on December 22, 2025, at 4:01 p.m. Eastern Time (the “Effective Time”).

Comparable filing

the reincorporation of the Company from the State of Delaware to the State of Nevada (the “Reincorporation”) became effective on June 1, 2026, at 12:02 a.m. Pacific Time

Filing page SEC filing

CPSH

CPS Technologies closes $9.6M registered direct offering of 1.2M shares at $8.00/share

CPS TECHNOLOGIES CORP/DE/ June 1, 2026, 9:35 AM ET other_material Items 1.01, 5.03, 8.01, 9.01

same fact type: governance_change same SEC item: 5.03, 8.01, 9.01 same event type: other_material similar materiality

This filing

On December 22, 2025, Brilliant Earth Group, Inc. (the “Company”) filed (i) a certificate of conversion with the Secretary of State of the State of Delaware and (ii) articles of conversion with the Secretary of State of the State of Nevada, pursuant to which the reincorporation of the Company from the State of Delaware to the State of Nevada (the “Reincorporation”) became effective on December 22, 2025, at 4:01 p.m. Eastern Time (the “Effective Time”).

Comparable filing

On May 27, 2026, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment (the “Amendment”) of the Company’s Restated Certificate of Incorporation, effective as of the same date. The Amendment increased the number of shares of common stock, $0.01 par value per share (the “Common Stock”), that the Company is authorized to issue from 20,000,000 to 25,000,000.

Filing page SEC filing

RDAC

Shareholders approve SPAC extension to Oct 15, 2027; ~1.9M shares redeemed

Rising Dragon Acquisition Corp. June 1, 2026, 6:08 AM ET other_material Items 1.01, 5.03, 5.07, 8.01, 9.01

same fact type: governance_change same SEC item: 5.03, 8.01, 9.01 same event type: other_material similar materiality

This filing

On December 22, 2025, Brilliant Earth Group, Inc. (the “Company”) filed (i) a certificate of conversion with the Secretary of State of the State of Delaware and (ii) articles of conversion with the Secretary of State of the State of Nevada, pursuant to which the reincorporation of the Company from the State of Delaware to the State of Nevada (the “Reincorporation”) became effective on December 22, 2025, at 4:01 p.m. Eastern Time (the “Effective Time”).

Comparable filing

Subsequent to the approval by its shareholders at the Extension Meeting of Rising Dragon’s second amended and restated memorandum and articles of association (the “Amended Charter”), the Company filed the Amended Charter with the Cayman Islands Registrar of Companies, effective May 28, 2026

Filing page SEC filing

FFAI

Faraday Future increases authorized common shares 45% to 452.8M, preferred 45% to 34.9M

FARADAY FUTURE INTELLIGENT ELECTRIC INC. May 29, 2026, 4:05 PM ET other_material Items 3.03, 5.03, 9.01

same fact type: governance_change same SEC item: 3.03, 5.03, 9.01 same event type: other_material similar materiality

This filing

On December 22, 2025, Brilliant Earth Group, Inc. (the “Company”) filed (i) a certificate of conversion with the Secretary of State of the State of Delaware and (ii) articles of conversion with the Secretary of State of the State of Nevada, pursuant to which the reincorporation of the Company from the State of Delaware to the State of Nevada (the “Reincorporation”) became effective on December 22, 2025, at 4:01 p.m. Eastern Time (the “Effective Time”).

Comparable filing

On May 27, 2026, prior to the Company’s filing of the Certificate of Amendment with the office of the Delaware SOS, the Company filed a Certificate of Elimination (the “Certificate of Elimination”) with the Delaware SOS with respect to the Company’s Series A Preferred Stock, par value $0.0001 per share (“FFAI Series A Preferred Stock”), following the automatic redemption of all outstanding shares of FFAI Series A Preferred Stock after the conclusion of the Company’s Annual Meeting.

Filing page SEC filing

BRKH

Burtech Acquisition Corp II closes $80M IPO; units begin trading on Nasdaq

BurTech Acquisition Corp II May 26, 2026, 5:20 PM ET other_material Items 1.01, 3.02, 5.02, 5.03, 8.01, 9.01

same fact type: governance_change same SEC item: 5.03, 8.01, 9.01 same event type: other_material similar materiality

This filing

On December 22, 2025, Brilliant Earth Group, Inc. (the “Company”) filed (i) a certificate of conversion with the Secretary of State of the State of Delaware and (ii) articles of conversion with the Secretary of State of the State of Nevada, pursuant to which the reincorporation of the Company from the State of Delaware to the State of Nevada (the “Reincorporation”) became effective on December 22, 2025, at 4:01 p.m. Eastern Time (the “Effective Time”).

Comparable filing

On May 21, 2026, and in connection with the IPO, the Company adopted and filed its Amended and Restated Memorandum and Articles of Association.

Filing page SEC filing

NL

NL Industries reincorporates in Delaware as NLI Holdings, effective May 26, 2026

NL INDUSTRIES INC May 26, 2026, 4:16 PM ET other_material Items 1.01, 2.01, 2.03, 3.03, 5.02, 5.03, 9.01

same fact type: governance_change same SEC item: 3.03, 5.03, 9.01 same event type: other_material similar materiality

This filing

On December 22, 2025, Brilliant Earth Group, Inc. (the “Company”) filed (i) a certificate of conversion with the Secretary of State of the State of Delaware and (ii) articles of conversion with the Secretary of State of the State of Nevada, pursuant to which the reincorporation of the Company from the State of Delaware to the State of Nevada (the “Reincorporation”) became effective on December 22, 2025, at 4:01 p.m. Eastern Time (the “Effective Time”).

Comparable filing

At the Effective Time, the affairs of the Company ceased to be governed by the NJBCA and the Predecessor Corporation’s certificate of incorporation and bylaws, and instead became governed by the DGCL, the Delaware Certificate and the Bylaws.

Filing page SEC filing

MSGM

Motorsport Games eliminates stockholder written consent; board gets simpler bylaw amendment power

Motorsport Games Inc. May 26, 2026, 4:05 PM ET other_material Items 3.03, 5.03, 9.01

same fact type: governance_change same SEC item: 3.03, 5.03, 9.01 same event type: other_material similar materiality

This filing

On December 22, 2025, Brilliant Earth Group, Inc. (the “Company”) filed (i) a certificate of conversion with the Secretary of State of the State of Delaware and (ii) articles of conversion with the Secretary of State of the State of Nevada, pursuant to which the reincorporation of the Company from the State of Delaware to the State of Nevada (the “Reincorporation”) became effective on December 22, 2025, at 4:01 p.m. Eastern Time (the “Effective Time”).

Comparable filing

The Bylaws Amendment provides as follows: ● Section 6.07 of the Bylaws is amended to provide that the Bylaws may be altered, amended or repealed, or new bylaws adopted, by the Board of Directors or a simple majority of all of the then outstanding shares of the Company’s capital stock entitled to vote generally in the election of directors; and ● Section 2.07 of the Bylaws is amended to provide that any action required or permitted to be taken by the Company’s stockholders must be effected at a duly called annual or special meeting of stockholders of the Company and may not be effected by any consent in writing by such stockholders.

Filing page SEC filing

Source: SEC EDGAR
accession 0001140361-25-046408
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