{"schema_version":"secwatch.filing_event.v1","accession":"0001213900-26-028780","form_type":"8-K","ticker":"PONO","cik":"0002108164","company_name":"Pono Capital Four, Inc.","filed_at":"2026-03-17T23:59:59+00:00","discovered_at":"2026-05-14T18:02:37.277546+00:00","generated_at":"2026-05-15T11:08:34.550849+00:00","sec_items":["1.01","3.02","5.02","5.03","8.01","9.01"],"event_type":"other","sentiment":"neutral","materiality_score":0.7,"calibrated_materiality_score":0.7,"confidence":"high","headline":"Pono Capital Four closes $120M IPO; 12M units at $10 each","bullets":["Gross IPO proceeds $120M from 12M units at $10/unit; each unit = 1 Class A share + 1 right to receive 1/5 share after business combination.","Private placement raised $1.9M (190,000 units at $10) from sponsor (160k units) and institutional investor (30k units).","Net proceeds of $120M (incl. deferred underwriting fees) deposited in trust for public shareholders; company will seek a business combination.","Board gains four independent directors: Nakamoto, Sayama, Kazama, Bauer; audit and compensation committees formed.","Underwriter D. Boral Capital has 45-day option to purchase up to 1.8M additional units for over-allotments."],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-028780","json":"https://secwatch.observer/filing/0001213900-26-028780.json","markdown":"https://secwatch.observer/filing/0001213900-26-028780.md","text":"https://secwatch.observer/filing/0001213900-26-028780.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/2108164/000121390026028780/0001213900-26-028780-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2108164/000121390026028780/ea0281918-8k_pono.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-15T11:08:34.550849+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":"bbc41a6568db52c541be58a3865fbaa64f601423","claim":"Pono Capital Four, Inc.: Adopted amended and restated memorandum and articles of association in connection with the IPO (effective 2026-03-12).","evidence_excerpt":"On March 12, 2026, and in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/2108164/000121390026028780/0001213900-26-028780-index.htm","confidence":0.9}],"comparable_filings":[{"accession":"0001477932-26-002696","ticker":"PLUN","company_name":"Plutonian Acquisition Corp. 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The Bylaw Amendment modifies Article II Section (2) of the Company’s Bylaws to eliminate the requirement that the annual meeting of shareholders be held during the month of May.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/351998/000165495426004356/0001654954-26-004356-index.htm"}},{"accession":"0001193125-26-187791","ticker":"BMI","company_name":"BADGER METER INC","filed_at":"2026-04-28T23:59:59+00:00","headline":"Badger Meter annual meeting: all directors elected, bylaw amendments approved","event_type":"other","sec_items":["5.03","5.07","8.01","9.01"],"materiality_score":0.3,"calibrated_materiality_score":0.3,"match_reasons":["same fact type: governance_change","same SEC item: 5.03, 8.01, 9.01","same event type: other"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-187791","json":"https://secwatch.observer/filing/0001193125-26-187791.json","markdown":"https://secwatch.observer/filing/0001193125-26-187791.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/9092/000119312526187791/0001193125-26-187791-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/9092/000119312526187791/bmi-20260424.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"On March 12, 2026, and in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/2108164/000121390026028780/0001213900-26-028780-index.htm","comparable_excerpt":"On April 24, 2026, the Board of Directors (the Board) of Badger Meter, Inc. (the Company) approved an amendment and restatement of the Company’s Restated By-laws (the By-laws), including to: • Clarify the notice and adjournment requirements applicable to shareholder meetings conducted by means of remote communication. • Provide that, in the case of a meeting held solely by means of remote communication, the shareholder list must be open to the examination of any shareholder during the entire meeting on a reasonably accessible electronic network. • Expand the disclosures required from shareholders to propose business or nominate directors for election at the Company’s annual meeting of shareholders. • Update the advance notice deadlines for shareholder proposals and nominations to not less than 90 days nor more than 120 days before the second Saturday in the month of April, or, if the annual meeting is advanced by more than 30 days or delayed by more than 60 days from the second Saturda","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/9092/000119312526187791/0001193125-26-187791-index.htm"}},{"accession":"0001193125-26-251689","ticker":"SCHW","company_name":"SCHWAB CHARLES CORP","filed_at":"2026-06-01T21:00:25+00:00","headline":"Charles Schwab files Certificate of Elimination for Series I Preferred Stock","event_type":"other","sec_items":["5.03","9.01"],"materiality_score":0.15,"calibrated_materiality_score":0.15,"match_reasons":["same fact type: governance_change","same SEC item: 5.03, 9.01","same event type: other"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251689","json":"https://secwatch.observer/filing/0001193125-26-251689.json","markdown":"https://secwatch.observer/filing/0001193125-26-251689.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/316709/000119312526251689/0001193125-26-251689-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/316709/000119312526251689/d143555d8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"On March 12, 2026, and in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/2108164/000121390026028780/0001213900-26-028780-index.htm","comparable_excerpt":"On June 1, 2026, The Charles Schwab Corporation (the “Company”) filed a Certificate of Elimination with the Secretary of State of the State of Delaware with respect to the Company’s 4.000% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series I (“Series I Preferred Stock”), which, effective upon filing, eliminated from the Company’s Fifth Restated Certificate of Incorporation, as amended, all matters set forth in the Certificate of Designations for the Series I Preferred Stock.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/316709/000119312526251689/0001193125-26-251689-index.htm"}},{"accession":"0000089089-26-000046","ticker":"SCI","company_name":"SERVICE CORP INTERNATIONAL","filed_at":"2026-05-08T23:59:59+00:00","headline":"SCI shareholders approve board governance changes: director minimum cut to 3, board can fill vacancies","event_type":"other","sec_items":["5.03","9.01"],"materiality_score":0.2,"calibrated_materiality_score":0.2,"match_reasons":["same fact type: governance_change","same SEC item: 5.03, 9.01","same event type: other"],"urls":{"canonical":"https://secwatch.observer/filing/0000089089-26-000046","json":"https://secwatch.observer/filing/0000089089-26-000046.json","markdown":"https://secwatch.observer/filing/0000089089-26-000046.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/89089/000008908926000046/0000089089-26-000046-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/89089/000008908926000046/sci-20260506.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"On March 12, 2026, and in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/2108164/000121390026028780/0001213900-26-028780-index.htm","comparable_excerpt":"The amendments to the Articles of Incorporation, which became effective on May 7, 2026, and the amendments to the Bylaws, which became effective on May 6, 2026 , include (i) changes permitting the Board to increase the number of directors and fill newly created vacancies, thereby eliminating restrictions requiring that newly created directorships be filled only by shareholders at an annual or special meeting, and (ii) changes reducing the minimum number of directors constituting the Board from nine to three directors (with the maximum remaining at fifteen directors).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/89089/000008908926000046/0000089089-26-000046-index.htm"}},{"accession":"0001767042-26-000037","ticker":"KGS","company_name":"Kodiak Gas Services, Inc.","filed_at":"2026-05-07T23:59:59+00:00","headline":"Kodiak shareholders approve board declassification and supermajority removal","event_type":"other","sec_items":["5.03","5.07","9.01"],"materiality_score":0.4,"calibrated_materiality_score":0.4,"match_reasons":["same fact type: governance_change","same SEC item: 5.03, 9.01","same event type: other"],"urls":{"canonical":"https://secwatch.observer/filing/0001767042-26-000037","json":"https://secwatch.observer/filing/0001767042-26-000037.json","markdown":"https://secwatch.observer/filing/0001767042-26-000037.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1767042/000176704226000037/0001767042-26-000037-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1767042/000176704226000037/kgs-20260507.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"On March 12, 2026, and in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/2108164/000121390026028780/0001213900-26-028780-index.htm","comparable_excerpt":"At the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of Kodiak Gas Services, Inc. (the “Company”) held on May 7, 2026, the Company’s shareholders approved certain amendments (the “Charter Amendments”) to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to (i) phase in declassification of the Board of Directors (the “Board”) and (ii) eliminate certain supermajority voting requirements and other obsolete provisions.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1767042/000176704226000037/0001767042-26-000037-index.htm"}},{"accession":"0000083246-26-000009","ticker":null,"company_name":"HSBC USA INC /MD/","filed_at":"2026-05-01T23:59:59+00:00","headline":"HSBC USA amends bylaws to update officer titles and director appointment terms","event_type":"other","sec_items":["5.03","9.01"],"materiality_score":0.25,"calibrated_materiality_score":0.25,"match_reasons":["same fact type: governance_change","same SEC item: 5.03, 9.01","same event type: other"],"urls":{"canonical":"https://secwatch.observer/filing/0000083246-26-000009","json":"https://secwatch.observer/filing/0000083246-26-000009.json","markdown":"https://secwatch.observer/filing/0000083246-26-000009.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/83246/000008324626000009/0000083246-26-000009-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/83246/000008324626000009/hsbcusa-20260430.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"On March 12, 2026, and in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/2108164/000121390026028780/0001213900-26-028780-index.htm","comparable_excerpt":"On April 30, 2026 , the Board of Directors of HSBC USA Inc. (the \"Board\") approved an amendment to and a restatement of its bylaws (the \"Bylaws\"), which were effective immediately upon such approval by the Board.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/83246/000008324626000009/0000083246-26-000009-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}