There has been some movement since the last update. Here are the new proposed moves. It’s one more for Nevada, and two puzzlers for Texas. One recent announcement and one newly discovered.

Nevada

Nevada picks up Classover Holdings. It’s another nano-cap stock with a current market cap of around $9 million. Classover flags the franchise fees as an issue and should update its [bracket] placeholders with figures by the time of the final proxy to reveal how much it pays now. Given the market cap, I expect the franchise fee may be a material factor.

Classover also flags a concern about the Delaware litigation environment:

The increasing frequency of claims and litigation directed towards directors and officers has greatly expanded the risks facing directors and officers of public companies in exercising their duties. The amount of time and money required to respond to these claims and to defend these types of litigation matters can be substantial.

Classover also expresses a preference for Nevada’s statutory approach.

Though Delaware corporate law has recently been amended to, among other things, increase protections for officers of a corporation, we believe Nevada is more advantageous than Delaware because Nevada has pursued a statute-focused approach that does not depend upon judicial interpretation, supplementation and revision, and is intended to be stable, predictable and more efficient, whereas much of Delaware corporate law still consists of judicial decisions that migrate and develop over time.

Two Texas Puzzles

Eightco Really Wants To Go

There are actually two newly identified Texas puzzles. The first is Eightco Holdings. It declared for Texas on December 1. The puzzle here is where do I put Eightco? I had them on the Nevada list for 2025 because they declared for Texas in late 24 and had the unsuccessful vote in 25. Now, it appears I may have to put them on the Texas list. Maybe I just count “attempts” instead of companies attempting. The vote is set for December 16.

This is Eightco’s stated rationale:

 Delaware and Texas provide substantially equivalent bundles of economic, governance, and litigation rights for stockholders, balancing relevant considerations against one another and as relevant to the Company. However, there were two differentiating factors: (1) Texas statutory law on corporate constituencies would better align with the Company’s mission-driven culture; and (2) Delaware has an established and respected business court and the largest body of corporate case law in the country, whereas relatively recently Texas has created a business court, but the Texas statutes are more favorable to the Company and its shareholders. The Board balanced these considerations and concluded that, in its business judgment, it is in the best interests of the Company and all its stockholders for the Company to reincorporate in Texas. The Board, in this evaluation, included an examination of the effect of redomestication on the economic, governance, and litigation rights of stockholders.

Don’t get too attached to Eightco Texas; it was proposing to Nevada just last year and voting on it earlier this year. Plus, Nevada must still be on Eightco’s mind because the proxy has this lovely Freudian slip on page 11 instructing shareholder-nominated directors to include “a written statement executed by the nominee acknowledging that as a director of the Company, the nominee will owe fiduciary duties under Nevada law with respect to the Company and its stockholders.” I’m not sure how that would happen unless Eightco is planning to run off to Vegas.

The drafting is interesting because when it originally proposed to come to Nevada at the end of 2024, the language read that “the nominee will owe fiduciary duties under Delaware law (or Nevada law after the Redomestication) with respect to the Company and its stockholders.”

The Solidion Technology Mystery

Lora Kolodny brought Solidion to my attention. I haven’t had enough time to dig into what happened yet, but here is what I know. This is a company with a market cap over $60 million. It recently received a grant from the U.S. Department of Energy. The last proxy is a preliminary one filed on January 8, 2025. It contains a previously unreported proposal to shift to Texas. It gives usual reasons, franchise fees, the Texas Business Court, and settles on Texas because of its operational connection to the state.

I haven’t found a final, definitive proxy and have not found an 8-K disclosing the results of any vote. I’m not an expert in proxies, but Donnelly Financial is and they seem to think companies have to file definitive proxies. Solidion has filed them in the past. I did find 8-Ks stating that people should not rely on prior financial statements. The most recent quarterly report identifies Solidion as a Delaware corporation. I haven’t verified whether its in good standing in Delaware or not yet, but I would be interested to hear if anyone pays the Delaware Secretary of State’s office for the goods. I ran a search in Texas and didn’t find an entity with the name. It terminated Deloitte for CBIZ CPAs as its auditor. CBIZ only executes deficient audits 50% of the time. Nothing to see here.

And now for some wild speculation about what might have happened. I have no source on this, I’m just spitballing. With the unreliable accounting figures, I’m guessing that there is some drama behind the scenes. The curious absence of a final proxy or information about the vote makes me guess that some lawyers probably withdrew from representation. The new legal team or whoever was handling that period probably just dropped the ball on the filings. I’ll poke around some more and see if I can figure this out.

The Search Method

Now that I’ve been going on EDGAR and running searches for some time, I thought it might be helpful to put out how I do it and flag a strange wrinkle in EDGAR.

To check for moves, I tend to run this search. Essentially, I look at recent proxy materials for Delaware-incorporated companies and search for the word “Nevada.” If you want to check for Texas or any other state, just change the search term. You get a lot of false positives, but it narrows it down and it’s quick to click through. You can get a broader set and capture moves from other states by leaving the state of incorporation field blank.

This brings me to the strange wrinkle. EDGAR does not appear to update the state of incorporation when companies move from one state to another. For example, Cannae has been a Nevada corporation for some time, but all of its materials keep showing up because EDGAR incorrectly identifies it as a Delaware corporation. I should probably start filling out the feedback forms that the SEC pops up when you visit the website.

And with that, I have the updated lists below.

2025 Nevada Domicile Shifts
	Firm	Result	Notes
1	Fidelity National Financial	Pass
2	MSG Sports	Pass
3	MSG Entertainment	Pass
4	Jade Biosciences	Pass	Jade merged with Aerovate.
5	BAIYU Holdings	Pass	Action by Written Consent
6	Roblox	Pass
7	Sphere Entertainment	Pass
8	AMC Networks	Pass
9	Universal Logistics Holdings, Inc.	Pass	Action by Written Consent
10	Revelation Biosciences	Fail	97% of votes cast were for moving.  There “were 1,089,301 broker non-votes regarding this proposal”
11	Eightco Holdings	Fail	Votes were 608,460 in favor and 39,040 against with 763,342 broker non-votes.
12	DropBox	Pass	Action by Written Consent
13	Forward Industries	Fail	This is New York to Nevada. Votes were 427,661 for and 96,862 against with 214,063 Broker Non-Votes.  Did not receive an affirmative vote of the majority of the outstanding shares of common stock.
14	Nuburu	Fail	87% of the votes cast were in favor of the proposal.  11% against 1.6% Abstained. There were 12,250,658 Broker Non-Votes.
15	Xoma Royalty	Pass
16	Tempus AI	Pass
17	Affirm	Pass
18	Liberty Live	Pending	This is a split off from a Delaware entity to Nevada
19	Netcapital	Fail	This was a proposed move from Utah to Nevada. It failed with 541,055 votes in favor and 1,456,325 votes against.
20	Algorhythm Holdings	Pending	Meeting set for Nov. 20
21	Capstone Holding Corp	Pending	Meeting set for Nov. 18
22	Oblong, Inc.	Pending	Meeting set for Dec. 17
23	HWH International Inc.	Pass	Action by written consent
24	Twin Vee PowerCats	Pending	Meeting set for Dec. 4
25	Digital Brands Group, Inc.	Pass	Action by written consent
26	Brilliant Earth Group	Pass	Action by written consent
27	NextNRG	Pending	Meeting set for Dec. 29
28	ClassOver Holdings	Pending

2025 Texas Domicile Shifts
	Firm	Result	Notes
1.	Zion Oil and Gas	Pass
2.	Mercado Libre	Withdrawn
3.	Dillard’s	Pass	12,791,756 votes for and 1,477,174 votes against
4.	United States Antimony Corporation	Pass	Shift from Montana to Texas. 20,626,385 votes in favor.  11,816,235 against. 35,888,464 broker non-votes.
5.	Exodus Movement, Inc.	Pass	Action by written consent.
6.	Coinbase	Pass	Action by Written Consent
7.	Solidion Technology	Unclear	A preliminary proxy dated Jan. 8, 2025, announced a proposal to shift to Texas.  The most recent 10-Q identifies company as a Delaware entity.  I was not able to locate an 8-k with results of the vote.
8.	Eightco Holdings	Pending	They’re proposing Texas, but saying shareholder nominated directors must promise to abide by Nevada law.   Voting Dec. 16