Groowe Groowe BETA / Newsroom
⏱ News is delayed by 15 minutes. Sign in for real-time access. Sign in

Form 8-K

sec.gov

8-K — SharonAI Holdings Inc.

Accession: 0001493152-26-025096

Filed: 2026-05-26

Period: 2026-05-21

CIK: 0002068385

SIC: 7374 (SERVICES-COMPUTER PROCESSING & DATA PREPARATION)

Item: Entry into a Material Definitive Agreement

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

EX-99.1 (ex99-1.htm)

GRAPHIC (ex10-1_001.jpg)

GRAPHIC (ex99-1_001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

false

0002068385

0002068385

2026-05-21

2026-05-21

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (date of earliest event reported): May 21, 2026

SHARONAI

HOLDINGS INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-43129

41-2349750

(State

or other jurisdiction

of

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

745

Fifth Avenue, Suite 500,

New

York, NY 10151

(Address

of principal executive offices, including zip code)

(347)

212-5075

(Registrant’s

telephone number, including area code)

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under

any of the following provisions (see General Instructions A.2. below):

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Class

A Ordinary Common Stock, $0.0001 par value

SHAZ

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company

If

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01 Entry into a Material Definitive Agreement.

The

information contained below in Item 5.02 related to the Director Appointment Letter (as defined below) is hereby incorporated by reference

into this Item 1.01.

Item

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers.

On

May 21, 2026, the Board of Directors (“the Board”) of SharonAI Holdings Inc. (the “Company”), appointed

Mr. Andrew Penn to serve as a member of, and as the Chair of, the Board, effective upon his countersigning the Director Appointment Letter

(defined below), to fill a vacancy on the Board of Directors.

Mr. Penn was

elected as a Class II director and will serve on the Board until the Company’s 2027 annual meeting of stockholders

at which time he will stand for election alongside the Company’s other Class II directors. The Board has appointed Mr. Penn

to serve as a member of the Corporate Governance and Nominating Committee, the Compensation Committee and the Audit and

Risk Management Committee.

Mr.

Penn Andrew Penn is a global business and technology leader with deep experience across financial services, technology, telecommunications,

and both digital and physical infrastructure. He currently serves as a Non-Executive Director of Coles Group Limited (ASX: COL) and is

Chair of its Audit and Risk Committee. He is also Chair of Visit Victoria and a Senior Adviser with McKinsey & Company.

Mr.

Penn previously served as Chief Executive Officer and Managing Director of Telstra Corporation Limited (ASX: TLS) from 2015 to 2022,

leading one of Australia’s largest telecommunications and technology companies through major strategic, operational, and technology

transformation. Prior to Telstra, he was Chief Executive Officer of AXA Asia Pacific Holdings from 2006 to 2011, overseeing a large-scale

financial services business across multiple Asia-Pacific markets.

Mr.

Penn has also served as Chair of the Expert Advisory Boards for Australia’s 2020 and 2023 National Cyber Security Strategies, reflecting

significant experience in cyber risk governance and national digital resilience. In recognition of his contributions, he was appointed

an Officer of the Order of Australia (AO) in the 2023 Australia Day Honours for distinguished service to business, charitable organizations,

youth, and the arts.

There is no

arrangement or understanding with any person pursuant to which Mr. Penn was appointed as a member of the Board. There are no transactions

or relationships between the Company and Mr. Penn that are reportable under Item 404(a) of Regulation S-K. In connection with Mr. Penn’s

appointment to the Board, Mr. Penn entered into a Director Appointment Letter dated May 20, 2026, with the Company (the “Director

Appointment Letter”). Pursuant to the Director Appointment Letter, Mr. Penn will receive: (a) an initial once-off grant of 40,000

restricted stock units under the Company’s 2025 Omnibus Equity Incentive Plan, which vest in equal amounts on the first anniversary

of the date of grant, on the second anniversary of the date of grant and on the third anniversary of the date of grant, (b) an annual

grant of 6,944 restricted stock units under the Company’s 2025 Omnibus Equity Incentive Plan, which vest on the first anniversary

of the date of grant; and (c) annual cash compensation of $165,000.

The

description of the Director Appointment Letter is only a summary and is qualified in its entirety by reference to the full text of such

document, which is filed as an exhibit to this Current Report on Form 8-K and which is incorporated herein by reference.

Item

7.01 Regulation FD Disclosure.

On

May 22, 2026, the Company issued a press release announcing the appointment of Andrew Penn to the Board. The press release is

furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The

information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section

18 of the Exchange Act, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference

into the filings of the Company under the Securities Act or the Exchange Act of 1934, as amended, regardless of any general incorporation

language in such filings.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

10.1

Director

Appointment Letter by and between Andrew Penn and SharonAI Holdings Inc. dated May 21, 2026

99.1

Press

Release dated May 22, 2026

104

Cover

Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURE

Pursuant

to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

SHARONAI

HOLDINGS, INC.

By:

/s/

Tim Flahvin

Name:

Tim

Flahvin

Title:

General

Counsel

Date:

May 22, 2026

EX-10.1

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

SharonAI

Holdings Inc.

745

Fifth Avenue, Suite 500

New York, NY 10151

21

May 2026

BY

EMAIL

Mr.

Andrew Penn

6

Burns Street

Prahran

Victoria 3181

Via

email: andrew.penn@mac.com

RE:

SharonAI Holdings Inc. (“Company”)

Dear

Andrew,

I

am pleased to confirm that following consideration by the Board of Directors of the Company, (the “Board”), has approved

the contents of this letter agreement for your appointment as a Non-Executive, Class II Director and Chairman of the Board subject

only to you confirming your acceptance of these terms and conditions.

It

is understood that you will not be an employee of the Company.

1.

APPOINTMENT

1.1

Your

appointment is subject to the Certificate of Incorporation and By-laws of the Company as is currently in effect and as may be modified

or amended from time to time (collectively, the “Constitution”). Nothing in this letter will be taken to exclude

or vary the terms of the Constitution as it applies to you as a director of the Company. Your continued service as a director is

subject to your re-election by the Company’s stockholders at the applicable annual stockholders’ meeting

for your class of director and to re-election at any subsequent annual stockholders’ meeting at which either the Constitution

requires, or the Board resolves, that you stand for re-election. Class II directors are next up for re-election at the 2027 annual

stockholders meeting

1.2

Continuation

of your service as a director is also contingent on satisfactory performance, as determined

by the Corporate Governance and Nominating Committee of the Board, and any

relevant statutory provisions relating to the removal of a director.

1.3

The

Corporate Governance and Nominating Committee of the Board may nominate you

to serve for successive term(s), in its discretion and subject to your agreement and your

re-election at the applicable annual stockholders’ meetings in accordance with

the Constitution. Notwithstanding any mutual expectation, you have no right to re-nomination

by the Board.

1.4

You

may be appointed to serve on one or more committees of the Board. Your appointments are or will be as follows (until the committees

or the Board decide otherwise):

Audit and Risk Management Committee

Invitee

Compensation Committee

Invitee

Corporate Governance and Nominating Committee

Invitee

1.5

You

agree to comply with the Company’s Code of Ethics and Business Conduct, as may be amended from time to time,

which is available on the Company website.

Page 1 of 5

SharonAI

Holdings Inc.

745

Fifth Avenue, Suite 500

New York, NY 10151

1.6

The

Board may request that you resign from your role as a member of the Board, and you agree to resign, if you:

(a)

commit

a material breach of your obligations under this letter;

(b)

commit

any serious or repeated breach or non-observance of your obligations to the Company (which include an obligation not to breach your

duties to the Company, whether statutory, fiduciary or common law);

(c)

are

guilty of any fraud or dishonesty or have acted in a manner which, in the opinion of the Company acting reasonably, brings or is

likely to bring you or the Company into disrepute or is materially adverse to the interests of the Company;

(d)

are

convicted of any criminal offence that results in a material penalty or imprisonment;

(e)

are

restricted or disqualified from acting as a director of any company;

(f)

have

been absent for more than six consecutive months without permission of the Board from meetings of the directors held during that

period all of your

co-directors pass a resolution that by reason of such absence you have vacated your office;

(g)

are

required in writing (whether in electronic form or otherwise) by all your co-directors to resign; or

(h)

have

not complied with the Company’s policies or any material applicable laws.

2.

TIME

COMMITMENT

2.1

You

will be expected to spend a sufficient amount of time as may be necessary to adequately prepare for and attend any meetings of the

Board and its committees as may be called from time to time. You will be expected to devote such time as is necessary for the proper

performance of your duties.

2.2

The

nature of the role makes it impossible to be specific about the maximum time commitment, and there is always the possibility of additional

time commitment in respect of preparation time and ad hoc matters which may arise from time to time, and particularly when the Company

is undergoing a period of increased activity. At certain times it may be necessary to convene additional Board, committee, or stockholder

meetings.

3.

FEES

AND EXPENSES

3.1

You

will be paid an annual fee for your service on the Board as Chairman and as a member of each Board Committee on which you serve

of $165,000 (USD) gross (current at the date of this letter) (“Cash Compensation”).

3.2

In

addition, as Chairman & a non-employee director of the Company you will be entitled

to receive an annual equity grant under the Company’s Equity Incentive Plan,the amount

of which will be determined each year by the Board, and the first of which will be for 6,944

Restricted Stock Units vesting monthly in equal amounts over the 12 months following

the grant.

3.3

You

will be granted an

initial once-off grant of 40,000 of Restricted Stock Units under the Company’s Equity

Incentive Plan.

In

the event you depart the board prior to the full 3-year term, and subject to the terms of the plan, a pro-rate amount shall be vested

in your favor.

Your

once-off award will be granted at the first meeting of the Board after this letter becomes effective with 1/3 each to be vested on

the 12, 24- and 36-month anniversary of your appointment as a director and Chairman.

All

fees, awards, grants and other compensation are subject to periodic review and adjustment by the Compensation Committee of the Board

and the full Board.

Page 2 of 5

SharonAI

Holdings Inc.

745

Fifth Avenue, Suite 500

New York, NY 10151

3.4

Fees

will be subject to periodic review by the compensation committee of the Board.

3.5

The

Company will reimburse you for all reasonable and properly-documented expenses you incur in performing the duties of your office.

The procedure and other guidance in respect of expense claims is set out in the Company’s guide relating to expense claims

from time to time or, if no such guide is in place, as agreed with the Chairman of the Board’s Audit and Risk Management

Committee.

3.6

Unless

otherwise agreed between you and the Compensation Committee of the Board, on termination

of your services as a director you will only be entitled to such fees as may have accrued

to the date of termination, together with reimbursement in the normal way of any expenses

properly incurred prior to that date.

3.7

Equity Awards will

be calculated by way of reference to the reference price for the most recent corporate placement (the ‘Oaktree Note’).

4.

INDEPENDENCE

AND OUTSIDE INTERESTS

4.1

The

Board of the Company has determined you to be independent, taking account of the guidance contained in Nasdaq Rule 5605 and IM-5605,

and taking into account exemptions thereto at Nasdaq Rule 5615.5

4.2

Notwithstanding

the foregoing, you acknowledge the importance of avoiding conflicts of interest and the appearance

of conflicts of interest. Accordingly, you have disclosed all present or currently existing

conflicts and agree to disclose to the Chief Executive Officer and the Chair of the Audit

and Risk Management Committee any future commitments, whether such commitments create

potential or actual conflicts of interest or the appearance of any conflicts. In the event

that you become aware of any further potential or actual conflicts of interest, you must

disclose it as soon as practicable to the Chief Executive Officer and the Chair of the

Audit and Risk Management Committee. Where the matter concerns you in your capacity as

Chairman, such disclosure shall be made to the Chair of the Audit and Risk Management

Committee, and the matter may be referred to the Board for consideration and, where appropriate,

approval. You should immediately recuse yourself from decision making on any matter on which

there is a conflict.

4.3

You

represent to the Company that the performance of your duties as a director of the Company do not and will not violate any agreement

or obligation, whether written or not, that you may have with or to any person.

5.

CONFIDENTIALITY

5.1

You

acknowledge that as a director you will have fiduciary duties to the Company, which include, but are not limited to keeping all information

acquired during your appointment confidential and not be releasing, communicating, or disclosing it either during your service or

after you stop serving at a director, to third parties without my prior clearance.

5.2

You

acknowledge the need to hold and retain Company information (in whatever format you may receive it) under appropriately secure conditions.

5.3

You

will notify the Company promptly if you are subpoenaed or otherwise served with legal process in any manner involving the Company.

5.4

In

the event of any claim or litigation against the Company, or any officer, employee, or director of the Company, based upon any alleged

conduct, acts or omissions, you will cooperate with the Company and provide to the Company such information and documents in your

possession or control as are necessary and reasonably requested by the Company or its counsel.

5.5

Nothing

in this paragraph will prevent you from disclosing information which you are entitled or required to disclose under any statutory

provision, provided that the disclosure is made in accordance with the provisions of such statutory provision.

Page 3 of 5

SharonAI

Holdings Inc.

745

Fifth Avenue, Suite 500

New York, NY 10151

6.

DEALING

IN THE COMPANY’S SHARES, FILINGS

6.1

You

agree to comply with the insider trading policy, as may be amended from time to time, which is available on the Company website.

6.2

You

agree to give prior notice to the Company of any trades you intend to make in the Company’s stock, and the assist the Company

with any necessary filings.

7.

REVIEW

PROCESS

The

performance of individual directors and the whole Board and its committees is evaluated annually.

8.

INDEPENDENT

PROFESSIONAL ADVICE

Circumstances

may occur when, in the execution of your duties as a director, it will be appropriate for you to seek advice from independent advisers

at the Company’s expense. With the approval of the Chair of the Audit and Risk Management Committee, the Company will reimburse

the reasonable cost of expenditure incurred by you in such circumstances in accordance with any policy in effect from time to time.

Copies

of this advice would normally be expected to be made available to, and for the benefit of all Board members, unless otherwise agreed

by the Chair of the Audit and Risk Management Committee.

All

directors have direct access to the General Counsel / Corporate Secretary for advice and assistance where appropriate. If you wish to

contact a member of the Company’s management, the Corporate Secretary is available to facilitate that meeting for you.

9.

CHANGES

TO PERSONAL DETAILS

You

will advise the Corporate Secretary promptly of any change in address or other personal contact details.

10.

RETURN

OF PROPERTY

Upon

termination of your service as a director of the Company (for whatever cause), you will deliver to the Company or destroy, at the Company’s

discretion, all documents, records, papers, or other Company property which may be in your possession or under your control, and which

relate in any way to the Company’s business affairs, and you will not retain any copies thereof.

Page 4 of 5

SharonAI

Holdings Inc.

745

Fifth Avenue, Suite 500

New York, NY 10151

If

you are agreeable to accepting your appointment on the foregoing terms and conditions, I would ask you to sign and return one copy of

this letter to me.

Yours

sincerely,

/s/

James Manning

Chairman

of the Board

SharonAI

Holdings Inc

Date:

May 21, 2026

I

confirm and agree to the terms of my appointment as a non-executive director & Chairman of the Company as set out in this letter.

/s/

Andrew Penn

Andrew Penn

Date: May 21, 2026

Page 5 of 5

EX-99.1

EX-99.1

Filename: ex99-1.htm · Sequence: 3

Exhibit

99.1

Sharon

AI Appoints Mr. Andrew Penn as Chairman of the Board of Directors

New

York, USA, 22nd May 2026 - Today, SharonAI Holdings Inc. (NASDAQ:SHAZ) and its subsidiaries (“Sharon AI”

or “the Company”), a leading Australian Neocloud, announced the appointment of Mr. Andrew Penn AO as non-executive Chairman

of the board of directors.

Mr.

Penn is a global business and technology leader with deep and broad expertise across financial, technology, telecommunications, digital

and physical infrastructure.

“I

am excited to join the board at such a pivotal and exciting time. I look forward to leveraging my experience to help Sharon AI shape

its strategic goals and expand its impact in the coming years,” said Andrew Penn.

Mr.

Penn is a non executive director and Chair of the Audit and Risk Committee of the Coles Group (ASX:COL) and Chair of Visit Victoria.

He is also a Senior Adviser with McKinsey & Company.

Mr.

Penn was formerly the CEO of Telstra (2015-2022) (ASX:TLS), CEO oF AXA Asia Pacific Holdings (2006-2011) and Chair of the Expert Advisory

Boards for Australia’s 2020 and 2023 National Cyber Security Strategies.

Mr.

Penn was named an Officer of the Order of Australia (AO) in the 2023 Australia Day honours for distinguished services to business, charitable

organisations, youth and the arts.

“We

are delighted that Mr. Penn has joined the Sharon AI board of directors as Chairman as we enter our next phase of growth. His expertise

across technology, telecommunications, digital and physical infrastructure, in addition to his proven track record of successfully guiding

technology businesses through periods of rapid growth will add significant value to our business,” said James Manning, Co-founder

and CEO at Sharon AI.

-ENDS-

-1-

Disclosure

Information

Sharon

AI primarily uses its Investor Relations page (https://sharonai.com/investors/) to disclose material non-public information and

to comply with its disclosure obligations under Regulation FD. The Company also notes that, at times, it uses other communication mediums

including, but not limited to, its X account (sharon__ai) and/or LinkedIn account (sharon-AI) to disseminate information about the Company,

and can be additional sources of information outside press releases, regulatory filings with the Securities and Exchange Commission (SEC)

and any other conference calls, webcasts, investor days, etc. that the company may hold.

About

Sharon AI

SharonAI

Holdings Inc. (NASDAQ: SHAZ) and its subsidiaries (“Sharon AI”), a leading Australian Neocloud, is a High-Performance Computing

company focused on Artificial Intelligence and Cloud GPU/CPU Compute Infrastructure. Our AI Cloud platform and compute infrastructure

is accelerating the build of AI factories and sovereign AI solutions, powering the next wave of accelerated computing adoption. For more

information, visit www.sharonai.com.

Contacts

Sharon

AI Media Enquiries:

Ross

Barrows – Head of Capital Strategy & Investor Relations

Ross.barrows@sharonai.com

Zachary

Nevas

IMS

Investor Relations

+1

203.972.9200

sharonai@imsinvestorrelations.com

#

# #

-2-

Forward-Looking

Statements

This

press release may contain, and our officers and representatives may from time to time make, “forward-looking statements”

within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, which are not historical

facts, and which are not assurances of future performance. Forward-looking statements are based only on our current beliefs, expectations

and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy

and other future conditions. In some cases you can identify these statements by forward-looking words such as “believe,”

“may,” “will,” “estimate,” “continue,” “anticipate,” “intend,”

“could,” “should,” “would,” “project,” “strategy,” “plan,” “expect,”

“goal,” “seek,” “future,” “likely” or the negative or plural of these words or similar

expressions or references to future periods. Forward-looking statements in this release include specific statements regarding the completion

of the offering and the intended use of proceeds. Examples of such forward-looking statements include but are not limited to express

or implied statements regarding Sharon AI’s management team’s expectations, hopes, beliefs, intentions or strategies regarding

the future including, without limitation, statements regarding:

● Service

and product offerings;

● Receipt

and use of proceeds;

● The

deployment of assets and expansion of network procurement;

● Sharon

AI’s ability to engage with additional potential customers;

● Expansion

of Sharon AI’s data center footprint and capacity; and

● The

strengthening of Sharon AI’s partner network.

In

addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including

any underlying assumptions, are forward-looking statements. Because forward-looking statements relate to the future, they are subject

to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control.

You are cautioned that such statements are not guarantees of future performance and that actual results or developments may differ materially

from those set forth in these forward-looking statements. Therefore, you should not rely on any of these forward-looking statements.

Important factors that could cause actual results to differ materially from these forward-looking statements include, among others, all

of the risks described in the “Risk Factors” section of the Company’s most recent Annual Report on Form 10-K filed

with the SEC. Additional assumptions, risks and uncertainties are described in detail in our registration statements, reports and other

filings with the SEC, which are available at www.sec.gov.

The

forward-looking statements and other information contained in this news release are made as of the date hereof and Sharon AI does not

undertake any obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information,

future events or otherwise, unless so required by applicable securities laws.

-3-

GRAPHIC

GRAPHIC

Filename: ex10-1_001.jpg · Sequence: 4

Binary file (6891 bytes)

Download ex10-1_001.jpg

GRAPHIC

GRAPHIC

Filename: ex99-1_001.jpg · Sequence: 5

Binary file (2922 bytes)

Download ex99-1_001.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 21

v3.26.1

Cover

May 21, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

May 21, 2026

Entity File Number

001-43129

Entity Registrant Name

SHARONAI

HOLDINGS INC.

Entity Central Index Key

0002068385

Entity Tax Identification Number

41-2349750

Entity Incorporation, State or Country Code

DE

Entity Address, Address Line One

745

Fifth Avenue

Entity Address, Address Line Two

Suite 500

Entity Address, City or Town

New

York

Entity Address, State or Province

NY

Entity Address, Postal Zip Code

10151

City Area Code

(347)

Local Phone Number

212-5075

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Class

A Ordinary Common Stock, $0.0001 par value

Trading Symbol

SHAZ

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

true

Elected Not To Use the Extended Transition Period

false

X

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

na

Period Type:

duration

X

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

na

Period Type:

duration

X

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

+ Details

Name:

dei_EntityExTransitionPeriod

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

na

Period Type:

duration

X

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration