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Form 8-K

sec.gov

8-K — NewHold Investment Corp. III

Accession: 0001213900-26-100990

Filed: 2026-09-17

Period: 2026-09-17

CIK: 0002043699

SIC: 6770 (BLANK CHECKS)

Item: Submission of Matters to a Vote of Security Holders

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0305792-8k425_newhold3.htm (Primary)

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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):

September 17, 2026

NewHold Investment Corp III

(Exact Name of Registrant as Specified in its Charter)

Cayman Islands

001-42541

32-0781832

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

110 West 40th St., Suite 802

New York, NY

10018

(Address of Principal Executive Offices)

(Zip Code)s

Registrant’s telephone number,

including area code: (646) 655-8504

Not Applicable

(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 obligation of the registrant under any of the following provisions:

☒

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 1 2(b) of the Securities Exchange

Act of 1934:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant

NHICU

The Nasdaq Stock Market LLC

Class A ordinary shares, par value $0.0001 per share

NHIC

The Nasdaq Stock Market LLC

Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share

NHICW

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 5.07 Submission of Matters to a Vote of

Security Holders.

On September 17, 2026, NewHold Investment Corp III, a Cayman Islands exempted company with limited liability (“NewHold”),

held an extraordinary general meeting of its shareholders (the “Extraordinary General Meeting”). On August 7, 2026, the record

date for the Extraordinary General Meeting, there were 27,612,763 ordinary shares of NewHold entitled to vote at the Extraordinary General

Meeting, of which 21,272,849 ordinary shares of NewHold, or 77.04%, were represented

in person or by proxy.

1.

The Business Combination Proposal

Shareholders approved, by

way of an ordinary resolution, a proposal to approve and the entry into, execution and adoption of the business combination agreement

dated as of May 26, 2026 (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination

Agreement”), by and among NewHold, newcleo plc, a public limited company incorporated under the laws of England and Wales (f/k/a

NewCleo Ltd., a private limited company incorporated under the laws of England and Wales) (the “Company” or “newcleo”),

newcleo1 Ltd., a Cayman Islands exempted company and a direct wholly owned subsidiary of the Company (“Merger Sub 1”), and

newcleo2 Ltd., a Cayman Islands exempted company and a direct wholly owned subsidiary of the Company (“Merger Sub 2” ), and

approve the transactions contemplated thereby, pursuant to which, among other transactions, on the terms and subject to the conditions

set forth therein, (a) Merger Sub 1 shall be merged with and into NewHold, as a result of which the separate corporate existence of Merger

Sub 1 will cease and NewHold will continue as the surviving company and a wholly owned subsidiary of the Company (the “First Merger”

and the post-First Merger NewHold, the “First Merger Surviving Company”), and (b) First Merger Surviving Company shall be

merged with and into Merger Sub 2, as a result of which the separate corporate existence of the First Merger Surviving Company will cease

and Merger Sub 2 will continue as the surviving company and a wholly owned subsidiary of the Company. We refer to this proposal as the

“Business Combination Proposal.”

The voting results were as

follows:

FOR

AGAINST

ABSTAIN

19,986,437

1,286,410

2

2.

The Merger Proposal

Shareholders approved, by

way of a special resolution, a proposal to approve the plan of merger with respect to the First Merger, pursuant to which NewHold will

merge with and into Merger Sub 1, as a result of which the separate corporate existence of Merger Sub 1 will cease and NewHold will continue

as the surviving company. We refer to this proposal as the “Merger Proposal.”

The voting results were as

follows:

FOR

AGAINST

ABSTAIN

19,986,439

1,286,410

0

Each of the proposals described

above was approved by NewHold’s shareholders.

Item

8.01 Other Events

On September 17, 2026, NewHold

issued a press release announcing the approval of the Business Combination, the transactions and matters contemplated within the Business

Combination Agreement, and other related proposals by the shareholders of NewHold at the Extraordinary General Meeting.

A copy of the press release

is furnished as Exhibit 99.1 hereto.

The information in this Item

8.01, including Exhibit 99.1, is being furnished and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange

Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed

to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

1

No Offer or Solicitation

This Form 8-K is for

informational purposes only and is not a proxy statement or solicitation of a proxy, consent or authorization, with respect to any

securities or in respect of the Proposed Transactions and shall not constitute an offer to sell or exchange, or a solicitation of an

offer to buy or exchange the securities of NewHold or newcleo, or any commodity or instrument or related derivative, nor shall there

be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be

unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offer of securities

shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1934, as amended (the

“Securities Act”) or an exemption therefrom. Investors should consult with their counsel as to the applicable

requirements for a purchaser to avail itself of any exemption under the Securities Act.

Forward-Looking Statements

This Form 8-K contains certain

forward-looking statements within the meaning of the U.S. federal securities laws with respect to the proposed business combination between NewHold and newcleo (the “Business Combination”), the private placements of securities

in connection with the Business Combination (the “Private Placement Transactions”), and the other transactions contemplated

by the Business Combination Agreement (together with the Business Combination and the Private Placement Transactions, the “Proposed

Transactions”) and the parties thereto. All statements contained in this Form 8-K other than statements of historical fact, including, without limitation, statements

regarding the Business Combination between NewHold and newcleo; the anticipated benefits and timing of the transaction; expected trading

of the combined company’s securities on Nasdaq; the completion of investments from certain institutional investors; the expected

amount of gross proceeds from any investments or other financing arrangements; the anticipated use of proceeds from such investments or

financing arrangements; newcleo’s development and commercialization of its lead-cooled fast reactor technology, mixed-oxide fuel

capabilities and related products and services; the expected timing, cost, performance and benefits of newcleo’s demonstration projects,

fuel facilities, reactor deployments and licensing activities; newcleo’s ability to execute its business strategy, develop its technology,

obtain required regulatory approvals, permits and licenses, enter into commercial arrangements, achieve its market opportunity and positioning

and support the growth of advanced nuclear energy; newcleo’s expectations regarding strategic partnerships, customer demand, project

pipeline, revenue streams, capital expenditures and financing needs; and other statements regarding management’s intentions, beliefs,

or expectations with respect to the combined company’s future performance, are forward-looking statements.

2

Forward-looking statements

are often identified by the use of words such as “anticipate,” “believe,” “continue,” “could,”

“develop,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,”

“potential,” “predict,” “project,” “seek,” “should,” “target,”

“will,” “would,” and similar expressions, but the absence of these words does not mean that a statement is not

forward-looking.

These forward-looking statements

are based on the current expectations and assumptions of NewHold and newcleo and are subject to risks and uncertainties that could cause

actual results to differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include,

but are not limited to: (1) the occurrence of any event, change or other circumstances that could delay or prevent the consummation of

the proposed Business Combination; (2) the outcome of any legal proceedings that may be instituted against NewHold, newcleo, the combined

company, or others following the announcement of the Proposed Transactions; (3) the inability to complete the Business Combination due

to failure to satisfy closing conditions; (4) the inability to complete any Private Placement

Transactions or other financing arrangements on the expected terms, or at all; (5) changes to the structure, timing or terms of the Proposed

Transactions; (6) the ability of the combined company to meet applicable listing standards or to maintain the listing of its securities

following the closing of the Business Combination; (7) the risk that the announcement and consummation of the transaction disrupts current

plans, operations, relationships with customers, suppliers, regulators, partners and employees, or newcleo’s ability to retain key

personnel; (8) the ability to recognize the anticipated benefits of the Business Combination, including the ability to fund and execute

newcleo’s technology development, licensing, manufacturing, fuel supply and commercialization plans; (9) risks related to newcleo’s

early stage of development, limited operating history and expected need for substantial additional capital to develop, license, construct

and commercialize its technologies and facilities; (10) risks related to the development, demonstration, licensing and deployment of advanced

nuclear technologies, including newcleo’s lead-cooled fast reactor technology and mixed-oxide fuel strategy; (11) risks related

to technical performance, engineering, manufacturing, construction, supply chain, fuel availability, cost estimates, project delays, cost

overruns, corrosion, materials performance, safety, reliability and other development or operational challenges; (12) risks related to

obtaining, maintaining or complying with required regulatory approvals, permits, authorizations, licenses and export control approvals

in the United States, the United Kingdom, France, Italy, the European Union and other jurisdictions in which newcleo may operate; (13)

changes in market, regulatory, political and economic conditions affecting the nuclear energy industry, advanced reactor development,

energy markets, capital markets and infrastructure financing; (14) the costs related to the Proposed Transactions and those arising as

a result of becoming a public company; (15) the level of redemptions of NewHold’s public shareholders, which may reduce the amount

of cash available to the combined company and may reduce the public float of, reduce the liquidity of the trading market of, and/or maintain

the quotation, listing or trading of securities of NewHold or newcleo; (16) risks related to increased competition in the industries in

which newcleo will operate; (17) risks related to changes in U.S. or foreign laws and regulations applicable to nuclear energy, export

controls, sanctions, trade restrictions, foreign investment, environmental protection, health and safety, securities and public company

reporting; (18) the possibility that the combined company may be adversely affected by competitive factors, investor sentiment, litigation,

cybersecurity incidents, geopolitical developments or other macroeconomic conditions; (19) the risk of being considered to be a “shell

company” by any stock exchange on which newcleo securities will be listed or by the SEC, which may impact the ability to list newcleo’s

securities and restrict reliance on certain rules or forms in connection with the offering, sale or resale of securities; (20) the risk

that the Forward Purchase Agreement may not be consummated on the anticipated terms or at all; (21) the occurrence of any event, change

or other circumstance that could give rise to the termination of the Forward Purchase Agreement; and (22) other risks detailed from time

to time in NewHold’s filings with the SEC, including the Registration Statement on Form F-4 filed by newcleo (the “Registration Statement”) with the SEC, which includes a proxy statement of NewHold and

a prospectus of newcleo (the “Proxy Statement/Prospectus”) and related documents filed or to be filed in connection

with the Business Combination.

3

The foregoing list of risk

factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the

“Risk Factors” section of the final prospectus of NewHold dated February 27, 2025 and filed by NewHold with the SEC on February

28, 2025, NewHold’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on April 1, 2026, the Registration

Statement and Proxy Statement/Prospectus filed by newcleo and NewHold on August 10, 2026, and other documents filed by NewHold and newcleo

from time to time with the SEC, as well as the list of risk factors included herein. These filings do or will identify and address other

important risks and uncertainties that could cause actual results to differ materially from those contained in the forward-looking statements.

Additional risks and uncertainties not currently known or that are currently deemed immaterial may also cause actual results to differ

materially from those expressed or implied by such forward-looking statements. Readers are cautioned not to put undue reliance on forward-looking

statements, and none of the parties or any of their representatives assumes any obligation or intends to update or revise these forward-looking

statements, each of which is made only as of the date of this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press Release, dated September 17, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

4

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.

NewHold Investment Corp III

By:

/s/ Kevin Charlton

Name:

Kevin Charlton

Title:

Chief Executive Officer

Dated: September 17, 2026

5

EX-99.1 — PRESS RELEASE, DATED SEPTEMBER 17, 2026

EX-99.1

Filename: ea030579201ex99-1.htm · Sequence: 2

Exhibit 99.1

NewHold Investment Corp. III Shareholders Approve Business Combination

with newcleo plc

New York, NY – September 17, 2026

– NewHold Investment Corp. III (NASDAQ: NHIC, “NewHold”),

a publicly traded special purpose acquisition company, today announced that its shareholders have approved all proposals related to the

previously announced business combination (the “Business Combination”) with newcleo plc (“newcleo”),

a public limited company incorporated under the laws of England and Wales (f/k/a NewCleo Ltd., a private limited company incorporated

under the laws of England and Wales) at NewHold’s Extraordinary General Meeting held today, Thursday, September 17, 2026.

Approximately 93.4% of the votes cast at the meeting on the Business

Combination proposal were in favor of the combination with newcleo, representing approximately 72.4% of NewHold’s outstanding

shares. The formal results of the vote will be included on a Form 8-K to be filed with the U.S. Securities and Exchange Commission (the

“SEC”).

The closing of the Business Combination is anticipated to occur on

or about Monday, September 21, 2026, upon satisfaction of customary closing conditions. Following the closing, the combined company will

operate as newcleo plc (“newcleo”), and its shares of common stock and warrants are expected to trade on the Nasdaq

Stock Market LLC under the symbols “NWCL” and “NWCLW,” respectively, beginning on or about Tuesday, September

22, 2026.

About newcleo

newcleo is an

innovative nuclear energy company developing advanced modular reactors (AMRs) cooled by liquid lead, and facilities to produce nuclear

fuel from recycled nuclear waste, with the goal of delivering abundant, competitive, low-carbon energy. The company was founded by physicist-entrepreneur

Stefano Buono following the USD $3.9 billion sale of his previous venture – Nasdaq-listed nuclear medicine company Advanced Accelerator

Applications – to Novartis. With approximately USD $800 million in private funding, and more than 900 highly skilled employees

across Europe and the United States, the company has built a network of over 100 industry partnerships and supports its growth through

the targeted acquisition and vertical integration of key companies in the nuclear supply chain. For more information visit www.newcleo.com.

About NewHold Investment

Corp III

NewHold Investment Corp

III is a blank check company, also commonly referred to as a special purpose acquisition company, or SPAC, formed for the purpose of

effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more

businesses. While NewHold may pursue a business combination in any sector, NewHold’s primary focus is on growing industrial and

business services companies. NewHold is led by an experienced management team with Kevin Charlton as Chief Executive Officer, Samy Hammad

as President and Chief Operating Officer and Polly Schneck as Chief Financial Officer. For more information visit https://nhicspac.com.

No Offer or Solicitation

This communication is for informational purposes only and is not a

proxy statement or solicitation of a proxy, consent or authorization, with respect to any securities or in respect of the Proposed Transactions

and shall not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange the securities of NewHold or newcleo,

or any commodity or instrument or related derivative, nor shall there be any sale of any such securities in any state or jurisdiction

in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws

of any such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the

Securities Act of 1934, as amended (the “Securities Act”) or an exemption therefrom. Investors should consult with their counsel

as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act.

Forward-Looking Statements

This press release contains certain forward-looking statements within

the meaning of the U.S. federal securities laws with respect to the proposed business combination between NewHold and newcleo (the “Business

Combination”), the private placements of securities in connection with the Business Combination (the “Private Placement Transactions”),

and the other transactions contemplated by the Business Combination Agreement (together with the Business Combination and the Private

Placement Transactions, the “Proposed Transactions”) and the parties thereto. All statements contained in this press release

other than statements of historical fact, including, without limitation, statements regarding the Business Combination between NewHold

and newcleo; the anticipated benefits and timing of the transaction; expected trading of the combined company’s securities

on Nasdaq; the completion of investments from certain institutional investors; the expected amount of gross proceeds from any investments

or other financing arrangements; the anticipated use of proceeds from such investments or financing arrangements; newcleo’s development

and commercialization of its lead-cooled fast reactor technology, mixed-oxide fuel capabilities and related products and services; the

expected timing, cost, performance and benefits of newcleo’s demonstration projects, fuel facilities, reactor deployments and licensing

activities; newcleo’s ability to execute its business strategy, develop its technology, obtain required regulatory approvals, permits

and licenses, enter into commercial arrangements, achieve its market opportunity and positioning and support the growth of advanced nuclear

energy; newcleo’s expectations regarding strategic partnerships, customer demand, project pipeline, revenue streams, capital expenditures

and financing needs; and other statements regarding management’s intentions, beliefs, or expectations with respect to the combined

company’s future performance, are forward-looking statements.

Forward-looking statements are often identified by the use of words

such as “anticipate,” “believe,” “continue,” “could,” “develop,” “estimate,”

“expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,”

“project,” “seek,” “should,” “target,” “will,” “would,” and similar

expressions, but the absence of these words does not mean that a statement is not forward-looking.

2

These forward-looking statements are based on the current expectations

and assumptions of NewHold and newcleo and are subject to risks and uncertainties that could cause actual results to differ materially

from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to: (1)

the occurrence of any event, change or other circumstances that could delay or prevent the consummation of the proposed Business Combination;

(2) the outcome of any legal proceedings that may be instituted against NewHold, newcleo, the combined company, or others following the

announcement of the Proposed Transactions; (3) the inability to complete the Business Combination due to failure to satisfy closing conditions;

(4) the inability to complete any Private Placement Transactions or other financing arrangements on the expected terms, or at all; (5)

changes to the structure, timing or terms of the Proposed Transactions; (6) the ability of the combined company to meet applicable listing

standards or to maintain the listing of its securities following the closing of the Business Combination; (7) the risk that the announcement

and consummation of the transaction disrupts current plans, operations, relationships with customers, suppliers, regulators, partners

and employees, or newcleo’s ability to retain key personnel; (8) the ability to recognize the anticipated benefits of the Business

Combination, including the ability to fund and execute newcleo’s technology development, licensing, manufacturing, fuel supply and

commercialization plans; (9) risks related to newcleo’s early stage of development, limited operating history and expected need

for substantial additional capital to develop, license, construct and commercialize its technologies and facilities; (10) risks related

to the development, demonstration, licensing and deployment of advanced nuclear technologies, including newcleo’s lead-cooled fast

reactor technology and mixed-oxide fuel strategy; (11) risks related to technical performance, engineering, manufacturing, construction,

supply chain, fuel availability, cost estimates, project delays, cost overruns, corrosion, materials performance, safety, reliability

and other development or operational challenges; (12) risks related to obtaining, maintaining or complying with required regulatory approvals,

permits, authorizations, licenses and export control approvals in the United States, the United Kingdom, France, Italy, the European Union

and other jurisdictions in which newcleo may operate; (13) changes in market, regulatory, political and economic conditions affecting

the nuclear energy industry, advanced reactor development, energy markets, capital markets and infrastructure financing; (14) the costs

related to the Proposed Transactions and those arising as a result of becoming a public company; (15) the level of redemptions of NewHold’s

public shareholders, which may reduce the amount of cash available to the combined company and may reduce the public float of, reduce

the liquidity of the trading market of, and/or maintain the quotation, listing or trading of securities of NewHold or newcleo; (16) risks

related to increased competition in the industries in which newcleo will operate; (17) risks related to changes in U.S. or foreign laws

and regulations applicable to nuclear energy, export controls, sanctions, trade restrictions, foreign investment, environmental protection,

health and safety, securities and public company reporting; (18) the possibility that the combined company may be adversely affected by

competitive factors, investor sentiment, litigation, cybersecurity incidents, geopolitical developments or other macroeconomic conditions;

(19) the risk of being considered to be a “former shell company” by any stock exchange on which newcleo securities will be

listed or by the SEC, which may impact the ability to list newcleo’s securities and restrict reliance on certain rules or forms

in connection with the offering, sale or resale of securities; and (20) other risks detailed from time to time in NewHold’s filings

with the SEC, including the Registration Statement on Form F-4 filed by newcleo (the “Registration Statement”) with the SEC,

which includes a proxy statement of NewHold and a prospectus of newcleo (the “Proxy Statement/Prospectus”) and related documents

filed or to be filed in connection with the Business Combination.

The foregoing list of

risk factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in

the “Risk Factors” section of NewHold’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with

the SEC on April 1, 2026, the Registration Statement and Proxy Statement/Prospectus, and other documents filed by NewHold and newcleo

from time to time with the SEC, as well as the list of risk factors included herein. These filings do or will identify and address other

important risks and uncertainties that could cause actual results to differ materially from those contained in the forward-looking statements.

Additional risks and uncertainties not currently known or that are currently deemed immaterial may also cause actual results to differ

materially from those expressed or implied by such forward-looking statements. Readers are cautioned not to put undue reliance on forward-looking

statements, and none of the parties or any of their representatives assumes any obligation or intends to update or revise these forward-looking

statements, each of which is made only as of the date of this press release.

Contacts

For investors:

newcleo@icrinc.com

For media:

European media inquiries

media@newcleo.com

U.S. media inquiries

newcleo@icrinc.com

3

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

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Indicate if registrant meets the emerging growth company criteria.

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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.

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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.

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

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

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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.

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Title of a 12(b) registered security.

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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.

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