{"schema_version":"secwatch.filing_event.v1","accession":"0001140361-25-046408","form_type":"8-K","ticker":"BRLT","cik":"0001866757","company_name":"Brilliant Earth Group, Inc.","filed_at":"2025-12-22T23:59:59+00:00","discovered_at":"2026-05-14T18:02:40.882516+00:00","generated_at":"2026-05-16T12:27:30.681348+00:00","sec_items":["3.03","5.03","8.01","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.5,"calibrated_materiality_score":0.5,"confidence":"high","headline":"Brilliant Earth reincorporates from Delaware to Nevada effective Dec. 22, 2025","bullets":["Reincorporation from Delaware to Nevada effective December 22, 2025 at 4:01 p.m. ET.","Each share of common stock converted one-for-one; no certificate exchange needed.","Business, management, properties, obligations, and material contracts unchanged.","Board of directors, officers, and equity awards continue unchanged.","Stockholder rights modified; full details in Nov. 10, 2025 Information Statement."],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-25-046408","json":"https://secwatch.observer/filing/0001140361-25-046408.json","markdown":"https://secwatch.observer/filing/0001140361-25-046408.md","text":"https://secwatch.observer/filing/0001140361-25-046408.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1866757/000114036125046408/0001140361-25-046408-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1866757/000114036125046408/ny20061505x1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T12:27:30.681348+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"ac86099bf5e4ccd85bf0ec5bfe002be36e070e6e","claim":"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).","evidence_excerpt":"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”).","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1866757/000114036125046408/0001140361-25-046408-index.htm","confidence":0.9}],"comparable_filings":[{"accession":"0001213900-26-061794","ticker":"DAIC","company_name":"CID Holdco, Inc.","filed_at":"2026-05-28T12:35:20+00:00","headline":"CID HoldCo (Dot Ai) implements 1-for-25 reverse stock split effective May 29, 2026","event_type":"other_material","sec_items":["3.03","5.03","8.01","9.01"],"materiality_score":0.5,"calibrated_materiality_score":0.5,"match_reasons":["same fact type: governance_change","same SEC item: 3.03, 5.03, 8.01, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-061794","json":"https://secwatch.observer/filing/0001213900-26-061794.json","markdown":"https://secwatch.observer/filing/0001213900-26-061794.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2033770/000121390026061794/0001213900-26-061794-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2033770/000121390026061794/ea0292442-8k_cidhold.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1866757/000114036125046408/0001140361-25-046408-index.htm","comparable_excerpt":"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.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2033770/000121390026061794/0001213900-26-061794-index.htm"}},{"accession":"0001628280-26-039465","ticker":"IOT","company_name":"Samsara Inc.","filed_at":"2026-06-01T20:07:41+00:00","headline":"Samsara Inc. reincorporates from Delaware to Nevada, effective June 1, 2026","event_type":"other_material","sec_items":["3.03","5.03","9.01"],"materiality_score":0.45,"calibrated_materiality_score":0.45,"match_reasons":["same fact type: governance_change","same SEC item: 3.03, 5.03, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001628280-26-039465","json":"https://secwatch.observer/filing/0001628280-26-039465.json","markdown":"https://secwatch.observer/filing/0001628280-26-039465.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1642896/000162828026039465/0001628280-26-039465-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1642896/000162828026039465/iot-20260601.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1866757/000114036125046408/0001140361-25-046408-index.htm","comparable_excerpt":"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","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1642896/000162828026039465/0001628280-26-039465-index.htm"}},{"accession":"0001437749-26-018930","ticker":"CPSH","company_name":"CPS TECHNOLOGIES CORP/DE/","filed_at":"2026-06-01T13:35:50+00:00","headline":"CPS Technologies closes $9.6M registered direct offering of 1.2M shares at $8.00/share","event_type":"other_material","sec_items":["1.01","5.03","8.01","9.01"],"materiality_score":0.6,"calibrated_materiality_score":0.6,"match_reasons":["same fact type: governance_change","same SEC item: 5.03, 8.01, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001437749-26-018930","json":"https://secwatch.observer/filing/0001437749-26-018930.json","markdown":"https://secwatch.observer/filing/0001437749-26-018930.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/814676/000143774926018930/0001437749-26-018930-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/814676/000143774926018930/cpsh20260528_8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1866757/000114036125046408/0001140361-25-046408-index.htm","comparable_excerpt":"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.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/814676/000143774926018930/0001437749-26-018930-index.htm"}},{"accession":"0001213900-26-063110","ticker":"RDAC","company_name":"Rising Dragon Acquisition Corp.","filed_at":"2026-06-01T10:08:35+00:00","headline":"Shareholders approve SPAC extension to Oct 15, 2027; ~1.9M shares redeemed","event_type":"other_material","sec_items":["1.01","5.03","5.07","8.01","9.01"],"materiality_score":0.5,"calibrated_materiality_score":0.5,"match_reasons":["same fact type: governance_change","same SEC item: 5.03, 8.01, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-063110","json":"https://secwatch.observer/filing/0001213900-26-063110.json","markdown":"https://secwatch.observer/filing/0001213900-26-063110.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2018145/000121390026063110/0001213900-26-063110-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2018145/000121390026063110/ea0292895-8k_rising.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1866757/000114036125046408/0001140361-25-046408-index.htm","comparable_excerpt":"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","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2018145/000121390026063110/0001213900-26-063110-index.htm"}},{"accession":"0001213900-26-062808","ticker":"FFAI","company_name":"FARADAY FUTURE INTELLIGENT ELECTRIC INC.","filed_at":"2026-05-29T20:05:36+00:00","headline":"Faraday Future increases authorized common shares 45% to 452.8M, preferred 45% to 34.9M","event_type":"other_material","sec_items":["3.03","5.03","9.01"],"materiality_score":0.5,"calibrated_materiality_score":0.5,"match_reasons":["same fact type: governance_change","same SEC item: 3.03, 5.03, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-062808","json":"https://secwatch.observer/filing/0001213900-26-062808.json","markdown":"https://secwatch.observer/filing/0001213900-26-062808.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1805521/000121390026062808/0001213900-26-062808-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1805521/000121390026062808/ea0292663-8k_faraday.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1866757/000114036125046408/0001140361-25-046408-index.htm","comparable_excerpt":"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.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1805521/000121390026062808/0001213900-26-062808-index.htm"}},{"accession":"0001213900-26-061109","ticker":"BRKH","company_name":"BurTech Acquisition Corp II","filed_at":"2026-05-26T21:20:22+00:00","headline":"Burtech Acquisition Corp II closes $80M IPO; units begin trading on Nasdaq","event_type":"other_material","sec_items":["1.01","3.02","5.02","5.03","8.01","9.01"],"materiality_score":0.55,"calibrated_materiality_score":0.55,"match_reasons":["same fact type: governance_change","same SEC item: 5.03, 8.01, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-061109","json":"https://secwatch.observer/filing/0001213900-26-061109.json","markdown":"https://secwatch.observer/filing/0001213900-26-061109.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2098707/000121390026061109/0001213900-26-061109-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2098707/000121390026061109/ea0292100-8k_burtech2.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1866757/000114036125046408/0001140361-25-046408-index.htm","comparable_excerpt":"On May 21, 2026, and in connection with the IPO, the Company adopted and filed its Amended and Restated Memorandum and Articles of Association.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2098707/000121390026061109/0001213900-26-061109-index.htm"}},{"accession":"0000072162-26-000034","ticker":"NL","company_name":"NL INDUSTRIES INC","filed_at":"2026-05-26T20:16:09+00:00","headline":"NL Industries reincorporates in Delaware as NLI Holdings, effective May 26, 2026","event_type":"other_material","sec_items":["1.01","2.01","2.03","3.03","5.02","5.03","9.01"],"materiality_score":0.4,"calibrated_materiality_score":0.4,"match_reasons":["same fact type: governance_change","same SEC item: 3.03, 5.03, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0000072162-26-000034","json":"https://secwatch.observer/filing/0000072162-26-000034.json","markdown":"https://secwatch.observer/filing/0000072162-26-000034.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/72162/000007216226000034/0000072162-26-000034-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/72162/000007216226000034/nl-20260519x8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1866757/000114036125046408/0001140361-25-046408-index.htm","comparable_excerpt":"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.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/72162/000007216226000034/0000072162-26-000034-index.htm"}},{"accession":"0001493152-26-025242","ticker":"MSGM","company_name":"Motorsport Games Inc.","filed_at":"2026-05-26T20:05:17+00:00","headline":"Motorsport Games eliminates stockholder written consent; board gets simpler bylaw amendment power","event_type":"other_material","sec_items":["3.03","5.03","9.01"],"materiality_score":0.6,"calibrated_materiality_score":0.6,"match_reasons":["same fact type: governance_change","same SEC item: 3.03, 5.03, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-025242","json":"https://secwatch.observer/filing/0001493152-26-025242.json","markdown":"https://secwatch.observer/filing/0001493152-26-025242.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1821175/000149315226025242/0001493152-26-025242-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1821175/000149315226025242/form8-k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1866757/000114036125046408/0001140361-25-046408-index.htm","comparable_excerpt":"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.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1821175/000149315226025242/0001493152-26-025242-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}