{"schema_version":"secwatch.filing_event.v1","accession":"0001158172-25-000104","form_type":"8-K","ticker":"SCOR","cik":"0001158172","company_name":"COMSCORE, INC.","filed_at":"2025-12-31T23:59:59+00:00","discovered_at":"2026-05-14T18:02:38.900543+00:00","generated_at":"2026-05-16T11:53:03.627792+00:00","sec_items":["1.01","5.02","3.02","5.03","3.03","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.7,"calibrated_materiality_score":0.7,"confidence":"high","headline":"comScore closes exchange of Series B Preferred for Series C Preferred and common; board reduced to 7 directors","bullets":["On Dec 29, 2025, comScore completed exchange of 31.9M Series B Preferred shares for 4.2M Series C Preferred and 3.3M common shares with Charter, Liberty Broadband, and Pine.","Four directors resigned (Banerjee, Fisher, Gillin, Patterson); Bob Davenport appointed from Pine, board now 7 members including new chair David Kline.","Authorized shares cut from 121.75M to 60M total; preferred from 105M to 14M; common from 16.75M to 46M.","Series C Preferred liquidation preference $14.50/share, convertible to common, mandatory conversion if VWAP exceeds Mandatory Conversion Price, change-of-control put/call at 9.5% interest.","New Stockholders Agreement includes standstill, 49.99% neutral vote cap, right of first refusal, and termination at 5% beneficial ownership."],"urls":{"canonical":"https://secwatch.observer/filing/0001158172-25-000104","json":"https://secwatch.observer/filing/0001158172-25-000104.json","markdown":"https://secwatch.observer/filing/0001158172-25-000104.md","text":"https://secwatch.observer/filing/0001158172-25-000104.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1158172/000115817225000104/0001158172-25-000104-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1158172/000115817225000104/scor-20251229.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T11:53:03.627792+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":"5cea8f5d4dd03a46e037914830e9c22c81569866","claim":"COMSCORE, INC.: Amended certificate of incorporation to eliminate Series B Preferred Stock designation and adjust authorized share counts.","evidence_excerpt":"the Company filed the Certificate of Elimination with the Secretary of State of the State of Delaware, returning the shares of Series B Preferred Stock to the status of undesignated preferred stock","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1158172/000115817225000104/0001158172-25-000104-index.htm","confidence":0.9},{"claim_id":"5fb32a568f50518c9e5eef0a2e6dde9ff8411dd2","claim":"COMSCORE, INC.: Filed Certificate of Amendment to authorize issuance of Common Stock and Series C Preferred Stock, decreasing authorized preferred and increasing authorized common shares.","evidence_excerpt":"The Certificate of Amendment (a) decreased the total number of shares of stock authorized for issuance from 121,750,000 to 60,000,000, (b) decreased the number of shares of preferred stock authorized for issuance from 105,000,000 to 14,000,000 and (c) increased the number of shares of Common Stock authorized for issuance from 16,750,000 to 46,000,000.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1158172/000115817225000104/0001158172-25-000104-index.htm","confidence":0.9},{"claim_id":"db92542c7b4106f8a941e1d2d7a106ad5ba38163","claim":"COMSCORE, INC.: Filed Certificate of Designations to establish Series C Convertible Preferred Stock.","evidence_excerpt":"the Company filed with the Secretary of State of the State of Delaware a Certificate of Designations of Series C Preferred Stock designating the Series C Preferred Stock and establishing the powers, designations, preferences and relative, participating, optional or other rights","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1158172/000115817225000104/0001158172-25-000104-index.htm","confidence":0.9},{"claim_id":"58a3562b3b4e1c69e11f7a0c2539b8b2383498ff","claim":"COMSCORE, INC. entered into Second Amended and Restated Stockholders Agreement with the Company and the Stockholders.","evidence_excerpt":"Stockholders Agreement On the Closing Date, the Company and the Stockholders entered into a Second Amended and Restated Stockholders Agreement (the \"Stockholders Agreement\"), pursuant to which, among other things, immediately following the Closing, the Company was obligated to take all necessary action to ensure that the Company's Board of Directors (the \"Board\") and certain committees thereof consisted of the individuals set forth therein, including the applicable designees of each Stockholder, in each case as more particularly set forth in the Stockholders Agreement.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1158172/000115817225000104/0001158172-25-000104-index.htm","confidence":0.9}],"comparable_filings":[{"accession":"0001185185-26-002273","ticker":"DGAC","company_name":"DISCIPLINED GROWTH ACQUISITION Corp","filed_at":"2026-06-01T20:15:34+00:00","headline":"Disciplined Growth Acquisition Corp. closes $150M IPO on NYSE","event_type":"other_material","sec_items":["1.01","3.02","5.02","5.03","8.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: governance_change, material_agreement","same SEC item: 1.01, 3.02, 5.02, 5.03, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001185185-26-002273","json":"https://secwatch.observer/filing/0001185185-26-002273.json","markdown":"https://secwatch.observer/filing/0001185185-26-002273.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2111038/000118518526002273/0001185185-26-002273-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2111038/000118518526002273/dgac8k052926.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"the Company filed the Certificate of Elimination with the Secretary of State of the State of Delaware, returning the shares of Series B Preferred Stock to the status of undesignated preferred stock","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1158172/000115817225000104/0001158172-25-000104-index.htm","comparable_excerpt":"On May 26, 2026, 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 May 26, 2026.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2111038/000118518526002273/0001185185-26-002273-index.htm"}},{"accession":"0001193125-26-249692","ticker":"ELOX","company_name":"Eloxx Pharmaceuticals, Inc.","filed_at":"2026-06-01T11:00:19+00:00","headline":"Eloxx Pharma: 1-for-11 reverse stock split effective May 29; appoints two independent directors","event_type":"other_material","sec_items":["3.02","3.03","5.03","5.02","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: governance_change","same SEC item: 3.02, 3.03, 5.02, 5.03, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-249692","json":"https://secwatch.observer/filing/0001193125-26-249692.json","markdown":"https://secwatch.observer/filing/0001193125-26-249692.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1035354/000119312526249692/0001193125-26-249692-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1035354/000119312526249692/d261568d8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"the Company filed the Certificate of Elimination with the Secretary of State of the State of Delaware, returning the shares of Series B Preferred Stock to the status of 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appointed","event_type":"other_material","sec_items":["1.01","2.03","3.03","5.03","5.01","5.02","5.05","8.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: governance_change","same SEC item: 1.01, 3.03, 5.02, 5.03, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-068521","json":"https://secwatch.observer/filing/0001104659-26-068521.json","markdown":"https://secwatch.observer/filing/0001104659-26-068521.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2082247/000110465926068521/0001104659-26-068521-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2082247/000110465926068521/tm2615735d2_8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"the Company filed the Certificate of Elimination with the Secretary of State of the State of Delaware, returning the shares of Series B Preferred Stock to the status of undesignated preferred stock","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1158172/000115817225000104/0001158172-25-000104-index.htm","comparable_excerpt":"As of 9:30 a.m., Eastern Time, on May 27, 2026, the certificate of incorporation of the Company was amended by the certificate of amendment to the certificate of incorporation of the Company (the “Certificate of Amendment”), which, among other things, (i) created and authorized 500,000,000 shares of the Company’s common stock, par value $0.10 per share (the “Common Stock”), and (ii) converted the total number of shares of the Common Stock issued and outstanding into a number of validly issued, fully paid, and non-assessable shares of the Common Stock authorized for issuance pursuant to the Certificate of Amendment equal to 149,505,248.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2082247/000110465926068521/0001104659-26-068521-index.htm"}},{"accession":"0001829126-26-005831","ticker":"FXAC","company_name":"FortuneX Acquisition Corp","filed_at":"2026-05-29T21:32:49+00:00","headline":"FortuneX Acquisition closes IPO of 8.625M units at $10/unit, raising $86.25M gross","event_type":"other_material","sec_items":["1.01","3.02","5.02","5.03","9.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: governance_change","same SEC item: 1.01, 3.02, 5.02, 5.03, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001829126-26-005831","json":"https://secwatch.observer/filing/0001829126-26-005831.json","markdown":"https://secwatch.observer/filing/0001829126-26-005831.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2121703/000182912626005831/0001829126-26-005831-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2121703/000182912626005831/fortunexacq_8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"the Company filed the Certificate of Elimination with the Secretary of State of the State of Delaware, returning the shares of Series B Preferred Stock to the status of undesignated preferred stock","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1158172/000115817225000104/0001158172-25-000104-index.htm","comparable_excerpt":"On May 19, 2026, the Company adopted its Amended and Restated Memorandum and Articles of Association, which became effective upon the effectiveness of the Company’s Registration Statement.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2121703/000182912626005831/0001829126-26-005831-index.htm"}},{"accession":"0001213900-26-061493","ticker":"OHAC","company_name":"Oceanhawk Acquisition Corp.","filed_at":"2026-05-27T20:01:23+00:00","headline":"Oceanhawk Acquisition Corp. closes upsized $160M IPO of 16M units at $10/unit","event_type":"other_material","sec_items":["1.01","3.02","5.02","5.03","8.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: governance_change","same SEC item: 1.01, 3.02, 5.02, 5.03, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-061493","json":"https://secwatch.observer/filing/0001213900-26-061493.json","markdown":"https://secwatch.observer/filing/0001213900-26-061493.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2090787/000121390026061493/0001213900-26-061493-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2090787/000121390026061493/ea0292099-8k_oceanhawk.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"the Company filed the Certificate of Elimination with the Secretary of State of the State of Delaware, returning the shares of Series B Preferred Stock to the status of undesignated preferred stock","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1158172/000115817225000104/0001158172-25-000104-index.htm","comparable_excerpt":"On May 20, 2026, the Company filed its Amended and Restated Memorandum and Articles of Association in the Cayman Islands.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2090787/000121390026061493/0001213900-26-061493-index.htm"}},{"accession":"0001104659-26-066610","ticker":"BNBX","company_name":"BNB PLUS CORP.","filed_at":"2026-05-27T12:15:32+00:00","headline":"BNB Plus Corp. raises up to $5M in convertible preferred equity private placement and warrant inducement","event_type":"other_material","sec_items":["1.01","5.03","3.02","3.03","7.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: governance_change","same SEC item: 1.01, 3.02, 3.03, 5.03, 9.01","same event type: other_material","similar 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“Series B-1 Certificate of Designation”) fixing the voting powers, designations, preferences and rights and the qualifications, limitations or restrictions of Series B-1 Convertible Preferred Stock, par value $0.001 per share (the “Series B-1 Preferred Stock”), a newly created series of preferred stock of the Company, which became effective upon its filing with the Secretary of State of the State of Delaware on May 26, 2026.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/744452/000110465926066610/0001104659-26-066610-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: 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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":"0001213900-26-060674","ticker":"APUR","company_name":"Aperture AC","filed_at":"2026-05-22T21:25:16+00:00","headline":"Aperture AC closes $102M SPAC IPO; 10.2M units at $10 each, trust funded with $102.3M","event_type":"other_material","sec_items":["1.01","3.02","5.02","5.03","8.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: governance_change","same SEC item: 1.01, 3.02, 5.02, 5.03, 9.01","same event type: other_material","similar 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association (the “Amended and Restated Memorandum and Articles of Association”) with the Cayman Islands Registrar of Companies, which was effective on May 20, 2026.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2093524/000121390026060674/0001213900-26-060674-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}