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Form 8-K

sec.gov

8-K — Aureus Greenway Holdings Inc

Accession: 0001493152-26-038731

Filed: 2026-08-17

Period: 2026-08-13

CIK: 0002009312

SIC: 7997 (SERVICES-MEMBERSHIP SPORTS & RECREATION CLUBS)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

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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): August 13, 2026

Aureus

Greenway Holdings Inc.

(Exact

name of registrant as specified in its charter)

Nevada

001-42507

99-0418678

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

2995

Remington Boulevard

Kissimmee,

Florida

34744

(Address

of principal executive offices)

(Zip

Code)

Registrant’s

telephone number, including area code: (407) 344 4004

N/A

(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 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, $0.001 par value

PUSA

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

8.01 Other Events.

On

August 13, 2026, Aureus Greenway Holdings Inc. (the “Company”) and Autonomous Power Corporation (d/b/a Powerus) (“Powerus”)

issued a joint press release announcing that the registration statement on Form S-4 filed by the Company with the U.S. Securities and

Exchange Commission (the “SEC”) in connection with the proposed business combination between the Company and Powerus was

declared effective by the SEC on August 12, 2026. A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated

herein by reference.

Forward-Looking

Statements

This

Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of

1995. These statements include, but are not limited to, statements regarding the proposed business combination and anticipated benefits

thereof, including future financial and operating results, statements related to the expected timing of the completion of the transactions,

including the private placements and the expected use of proceeds thereof, the plans, objectives, expectations and intentions of either

company or of the combined company following the merger, anticipated future results of either company or of the combined company following

the merger, the anticipated benefits and strategic and financial rationale of the merger and other statements that are not historical

facts. Forward-looking statements may be identified by terminology such as “may,” “will,” “should,”

“targets,” “scheduled,” “plans,” “intends,” “goal,” “anticipates,”

“expects,” “believes,” “forecasts,” “outlook,” “estimates,” “potential,”

or “continue” or negatives of such terms or other comparable terminology. The forward-looking statements are based on current

expectations and assumptions believed to be reasonable, but there is no assurance that they will prove to be accurate.

All

forward-looking statements are subject to risks, uncertainties and other factors that may cause the actual results, performance or achievements

of the Company or Powerus to differ materially from any results expressed or implied by such forward-looking statements. Such factors

include, among others, (1) the risk of delays in consummating the potential transaction, including as a result of required regulatory

and shareholder approvals, including antitrust clearance under the The Hart-Scott-Rodino (HSR) Antitrust Improvements Act and Nasdaq

listing requirements, which may not be obtained on the expected timeline, or at all, (2) the risk of any event, change or other circumstance

that could give rise to the termination of the proposed business combination under the merger agreement, as amended, (3) the possibility

that any of the anticipated benefits and projected synergies of the potential transactions will not be realized or will not be realized

within the expected time period, (4) the limited operational history of Powerus as a combined organization and integration risks of acquired

businesses, (5) diversion of management’s attention or disruption to the parties’ businesses as a result of the announcement

and pendency of the transaction, including potential distraction of management from current plans and operations of the Company or Powerus

and the ability of the Company or Powerus to retain and hire key personnel, (6) reputational risk and the reaction of each company’s

customers, suppliers, employees or other business partners to the transaction, (7) the possibility that the transaction may be more expensive

to complete than anticipated, including as a result of unexpected factors or events, (8) the outcome of any legal or regulatory proceedings

that may be instituted against the Company or Powerus related to the proposed business combination under the merger agreement or the

transaction, (9) the risks associated with third party contracts containing consent and/or other provisions that may be triggered by

the proposed transaction, (10) legislative, regulatory, political, market, economic and other conditions, developments and uncertainties

affecting the Company’s or Powerus’s businesses, (11) the evolving legal, regulatory, tax, and international trade regimes,

(12) the nature, cost and outcome of potential litigation and other legal proceedings, including any such proceedings related to the

transactions, (13) restrictions during the pendency of the proposed transaction that may impact the Company’s or Powerus’s

ability to pursue certain business opportunities or strategic transactions, and (14) unpredictability and severity of catastrophic events,

including, but not limited to, extreme weather, natural disasters, acts of terrorism or outbreak of war or hostilities, as well as the

Company’s and Powerus’s response to any of the aforementioned factors.

Additional

factors which could affect future results of the Company and Powerus can be found in the Company’s Annual Report on Form 10-K,

Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, in each case filed with the SEC and available on the SEC’s website

at http://www.sec.gov. Neither Powerus nor the Company undertakes any obligation to update forward-looking statements, except as required

by law.

Important

Additional Information and Where to Find It

In

connection with the proposed business combination, the Company has filed a registration statement on Form S-4 with the SEC, which includes

an information statement and prospectus. The registration statement was declared effective by the SEC on August 12, 2026. The Company

will mail to its stockholders a definitive information statement. Additionally, the Company expects to file other relevant materials

in connection with the proposed business combination with the SEC. Investors and security holders are urged to read the registration

statement on Form S-4 and information statement/prospectus (and any other documents filed with the SEC in connection with the proposed

business combination or incorporated by reference into the information statement/prospectus) because such documents contain important

information regarding the proposed business combination and related matters. Investors and security holders may obtain free copies of

these documents and other documents filed with the SEC by the Company through the website maintained by the SEC at http://www.sec.gov

or at the Company’s website at https://www.aureusgreenway.com/secfilings.

No

Offer or Solicitation

This

Current Report on Form 8-K is for informational purposes only and is not intended to and shall not constitute an offer to buy or sell

or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale

of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification

under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting

the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

Participants

in the Solicitation

The

Company, Powerus and certain of their respective directors, executive officers, other members of management and employees may, under

SEC rules, be deemed to be participants in the solicitation of proxies or consents from the Company’s stockholders in connection

with the proposed business combination. Information about the Company’s directors and executive officers is set forth in the Company’s

Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 31, 2026. Information about Powerus’

directors and executive officers is set forth in the registration statement on Form S-4 filed by the Company with the SEC in connection

with the proposed business combination. Additional information regarding the interests of such potential participants in the proposed

business combination, including their direct or indirect interests, by security holdings or otherwise, is included in the registration

statement on Form S-4 and other relevant materials filed or to be filed with the SEC in connection with the proposed business combination.

Investors and security holders may obtain free copies of these documents through the website maintained by the SEC at http://www.sec.gov

or at the Company’s website at https://www.aureusgreenway.com/secfilings.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

The

following exhibits are being filed herewith:

Exhibit

No.

Description

99.1

Joint Press Release of Aureus Greenway Holdings Inc. and Autonomous Power Corporation, dated August 13, 2026

104

Cover

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

SIGNATURES

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.

Date:

August 17, 2026

Aureus

Greenway Holdings Inc.

By:

/s/

Matthew J. Saker

Name:

Matthew

J. Saker

Title:

Interim

Chief Executive Officer and Director

EX-99.1

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Aureus

Greenway Holdings Inc. and Powerus Announce Effectiveness of Form S-4 Registration Statement

● The

registration statement on Form S-4 for the proposed business combination between Aureus Greenway

Holdings Inc. (“AGH”) and Autonomous Power Corporation (dba Powerus) was declared

effective by the U.S. Securities and Exchange Commission on August 12, 2026.

● The

Combined Company to be Renamed Powerus Corporation, with closing anticipated in Q4of 2026,

subject to the satisfaction of remaining closing conditions, and is expected to continue

trading on Nasdaq under ticker “PUSA”

ORLANDO,

Fla. and WEST PALM BEACH, Fla. — August 13, 2026 — Aureus Greenway Holdings Inc. (Nasdaq: PUSA) and

Autonomous Power Corporation, doing business as Powerus (“Powerus”), today jointly announced that the registration

statement on Form S-4 filed by AGH in connection with the proposed business combination between the two companies was declared effective

by the U.S. Securities and Exchange Commission on August 12, 2026. Declaration of effectiveness does not constitute SEC approval of the

registration statement or of the proposed combination. Subject to the satisfaction of the remaining closing conditions, the parties expect

to complete the proposed combination in early October 2026. There can be no assurance that the proposed combination will be completed,

or as to the timing of any completion.

“Reaching

this stage in the transaction is an important milestone for Powerus. Over the past year, we have focused on building a scaled U.S. autonomy

platform, advancing our technology across air, ground and maritime systems, and deepening our relationships with defense and strategic

partners. Subject to the remaining closing conditions, we believe the business combination will position Powerus to accelerate that mission

and build for the long term,” said Andrew Fox, Founder and Chief Executive Officer of Powerus.

“We

are pleased to have reached this milestone in our proposed combination with Powerus,” said Matthew Saker, Interim Chief Executive

Officer of AGH. “We look forward to working with the Powerus team to complete this transaction and to pursue the strategic opportunities

ahead.”

Recent

Powerus Milestones

The

proposed combination follows a series of previously announced Powerus developments:

● A

purchase order from a defense prime contractor for the U.S. Department of War, valued at

approximately $2.5 million, according to Powerus, for 1,500 U.S.-manufactured FPV aircraft,

together with pilot kits and spare parts kits, placed with Powerus subsidiary Agile Autonomy

LLC. As previously disclosed, that order does not guarantee future orders, a continuing customer

relationship, or program-of-record status.

● A

competitively awarded U.S. Air Force indefinite-delivery/indefinite-quantity (IDIQ) contract

for the Company’s Guardian-2 counter-drone interceptor, with a ceiling value of up

to $90 million and a term running through mid-2028. An IDIQ contract establishes a maximum

value; orders are placed at the government’s discretion and actual awards may be materially

less than the ceiling.

● A

limited procurement order from the U.S. Air Force for Guardian-2 Interceptor systems, placed

following a successful demonstration. As previously disclosed, that order does not guarantee

future orders, a continuing customer relationship, or program-of-record status.

● Advancement

to Phase 3 of the U.S. Army’s xTech Adaptive Strike Competition, following a Phase

2 field evaluation. Participation in a prize competition does not constitute a procurement

contract or a commitment to purchase.

● The

launch of a Powerus agriculture division through its wholly owned subsidiary Kaizen Aerospace,

Inc., together with a $60 million, according to Powerus, Australia-New Zealand distribution

agreement, including an exclusive agency and distribution agreement with Aerospread Technologies

Limited of Napier, New Zealand, and a U.S. partnership with Sprig Aerospace. Distribution

agreements establish sales arrangements and do not represent firm purchase commitments.

● A

$30 million, according to Powerus, strategic equity investment in Powerus by Unusual Machines,

Inc. (NYSE American: UMAC), deepening the companies’ existing supply and manufacturing

relationship.

● An

order placed by Powerus with Unusual Machines valued at more than $5 million, according to

Powerus, for U.S.-made, NDAA-compliant components for counter-UAS systems and related drone

platforms. This is a purchase by Powerus and does not represent Powerus revenue.

● A

memorandum of understanding with UAV software company Swarmer, Inc. (Nasdaq: SWMR) to explore

the technical and operational feasibility of integrating Swarmer’s swarming and coordination

software with the Powerus autonomous systems architecture. The collaboration is exploratory;

a memorandum of understanding is not a definitive agreement and may not result in one.

Additional

information about the proposed combination is set forth in the Form S-4 Registration Statement and related materials filed with the SEC.

Investors and security holders are urged to read those materials.

ABOUT

POWERUS

Powerus

(Autonomous Power Corporation) builds and scales unified autonomous systems designed to move, protect, and sustain critical assets in

high-risk environments, with capabilities spanning heavy-lift platforms, autonomous air systems, autonomous maritime systems, mission

systems, training and support, and U.S.-based manufacturing. Powerus previously announced a proposed merger with AGH (Nasdaq: PUSA);

the merger has not closed and remains subject to the satisfaction of customary closing conditions, including the effectiveness of a registration

statement on Form S-4 (which has been declared effective) and applicable regulatory approvals. Learn more at power.us.

ABOUT

AUREUS GREENWAY HOLDINGS, INC.

Aureus

Greenway Holdings Inc. (Nasdaq: PUSA) currently owns and operates golf course properties in Florida, including Kissimmee Bay Country

Club and Remington Golf Club in the greater Orlando region. AGH has filed a registration statement on Form S-4 with the SEC, which includes

an information statement and prospectus, in connection with its proposed business combination with Powerus. The registration statement

was declared effective on August 12, 2026. Learn more at aureusgreenway.com.

Each

of AGH and Powerus has provided the information herein relating to its own business, operations, financial condition, technology, products,

certifications, contracts, and prospects. Neither party has independently verified the other party’s information, and each party

disclaims any representation or warranty, express or implied, as to the accuracy, completeness, or reliability of the other party’s

information.

PROPOSED

MERGER

Powerus

has previously announced a proposed merger with Aureus Greenway Holdings Inc. (Nasdaq: PUSA). Under the terms of the previously announced

agreement, Powerus will merge with and into a newly formed subsidiary of AGH, with Powerus continuing as the surviving entity and AGH

adopting the name “Powerus Corporation.” AGH has changed its Nasdaq ticker to PUSA in anticipation of its pending combination

with Powerus, subject to customary closing conditions, including the effectiveness of a registration statement on Form S-4 (which has

been declared effective) and receipt of required regulatory approvals. There can be no assurance that the proposed transactions will

be consummated or as to the timing of any such consummation.

FORWARD-LOOKING

STATEMENTS

This

press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of

1995. As to the matters described in this release, these statements include, without limitation, statements regarding the expected timing

of completion of the proposed business combination; the filing of notification under the Hart-Scott-Rodino Antitrust Improvements Act

and the expiration or termination of the applicable waiting period; the satisfaction of Nasdaq listing requirements; and the previously

announced developments described in this release, including the scope, value, performance and ultimate realization of the U.S. Air Force

IDIQ contract, and whether the memorandum of understanding with Swarmer results in a definitive agreement. Forward-looking statements

may be identified by terminology such as “may,” “will,” “should,” “targets,” “plans,”

“intends,” “goal,” “anticipates,” “expects,” “believes,” “potential,”

or “continue” or negatives of such terms or other comparable terminology. These statements are based on current expectations

and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially. Declaration of effectiveness

of the registration statement does not constitute SEC approval of the registration statement or of the proposed combination.

As

to the proposed business combination between Powerus and AGH, these statements include, without limitation, statements regarding the

proposed business combination and anticipated benefits thereof, including future financial and operating results, statements related

to the expected timing of the completion of the transactions, the plans, objectives, expectations and intentions of either company or

of the combined company following the merger, anticipated future results of either company or of the combined company following the merger,

the anticipated listing and trading of the combined company’s securities, and the anticipated benefits and strategic and financial

rationale of the merger and other statements that are not historical facts and its expected timing.

All

forward-looking statements are subject to risks, uncertainties and other factors that may cause the actual results, performance or achievements

of AGH or Powerus to differ materially from any results expressed or implied by such forward-looking statements. As to the timing matters

described in this release, such factors include, among others: (1) that the applicable HSR waiting period may not expire or be terminated

on the anticipated timeline, or that the reviewing agency may issue a request for additional information; (2) that Nasdaq listing requirements

may not be satisfied on the anticipated timeline, or at all, including requirements relating to board and audit committee composition

and minimum share price; (3) that the completion of other closing conditions, including matters relating to directors and officers liability

insurance, may take longer than anticipated; and (4) that the parties may be unable to complete the combination in early October 2026

or at all.

As

to the previously announced developments described in this release, such factors include, among others: (1) that the U.S. Air Force IDIQ

contract establishes a ceiling value only, that orders are placed at the government’s discretion, that actual orders may be materially

less than the ceiling or may not be placed at all, and that the contract is subject to termination for convenience, funding contingencies

and task-order variability; (2) that the previously disclosed limited procurement order does not guarantee future orders, a continuing

customer relationship, or program-of-record status; (3) that advancement in the xTech Adaptive Strike Competition does not constitute

a procurement contract and may not result in any award or purchase; (4) that the Australia-New Zealand distribution agreements establish

sales arrangements rather than firm purchase commitments, that stated values may not be realized in whole or in part, and that realization

depends on end-customer demand, regulatory approvals and counterparty performance; (5) that required export licenses, authorizations

or other governmental consents may be delayed, denied or made subject to conditions; (6) that the memorandum of understanding with Swarmer

may not result in a definitive agreement or produce any commercial benefit; (7) other Powerus-specific operational uncertainties, including

risks related to production scale-up, subsidiary integration, and reliance on third-party suppliers and government customers, and (8)

that the purchase order described above does not guarantee future orders, a continuing customer relationship, or program-of-record status,

and may be modified, reduced, delayed or terminated in accordance with its terms or applicable federal acquisition regulations, including

termination for convenience of the underlying prime contract.

As

to the announced merger agreement, such factors include, among others, (1) the risk of delays in consummating the potential transaction,

including as a result of required shareholder and regulatory approvals, including Nasdaq listing requirements which may not be obtained

on the expected timeline, or at all, (2) the risk of any event, change or other circumstance that could give rise to the termination

of the merger agreement, (3) the possibility that any of the anticipated benefits and projected synergies of the potential transactions

will not be realized or will not be realized within the expected time period, (4) the limited operational history of Powerus as a combined

organization and integration risks of acquired businesses, (5) diversion of management’s attention or disruption to the parties’

businesses as a result of the announcement and pendency of the transaction, including potential distraction of management from current

plans and operations of AGH or Powerus and the ability of AGH or Powerus to retain and hire key personnel, (6) reputational risk and

the reaction of each company’s customers, suppliers, employees or other business partners to the transaction, (7) the possibility

that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events, (8) the

outcome of any legal or regulatory proceedings that may be instituted against AGH or Powerus related to the merger agreement or the transaction,

(9) the risks associated with third party contracts containing consent and/or other provisions that may be triggered by the proposed

transaction, (10) legislative, regulatory, political, market, economic and other conditions, developments and uncertainties affecting

AGH’s or Powerus’s businesses; (11) the evolving legal, regulatory, tax, and international trade regimes; (12) the nature,

cost and outcome of potential litigation and other legal proceedings, including any such proceedings related to the transactions, (13)

restrictions during the pendency of the proposed transaction that may impact AGH’s or Powerus’s ability to pursue certain

business opportunities or strategic transactions; and (14) unpredictability and severity of catastrophic events, including, but not limited

to, extreme weather, natural disasters, acts of terrorism or outbreak of war or hostilities, as well as AGH’s and Powerus’s

response to any of the aforementioned factors.

In

connection with the proposed merger, AGH has filed relevant materials with the SEC, including a registration statement on Form S-4, which

includes an information statement and prospectus, and may file additional materials in the future. Investors and security holders are

urged to read those materials because they contain important information. Forward-looking statements speak only as of the date of this

release, and except as required by law, neither company undertakes any obligation to update them. This release does not constitute an

offer to sell or the solicitation of an offer to buy any securities.

NO

OFFER OR SOLICITATION

This

document is for informational purposes only and is not intended to and shall not constitute an offer to buy or sell or the solicitation

of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any

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

laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section

10 of the U.S. Securities Act of 1933, as amended.

IMPORTANT

INFORMATION AND WHERE TO FIND IT

In

connection with the transaction, AGH has filed a registration statement on Form S-4 with the SEC, which includes an information statement

and prospectus of AGH, and will mail a definitive information statement and prospectus to its stockholders. Additionally, AGH expects

to file other relevant materials with the SEC in connection with the merger. Investors and security holders are urged to read the registration

statement, which includes an information statement and prospectus (and any other documents filed with the SEC in connection with the

transaction or incorporated by reference into the registration statement) because such documents contain important information regarding

the proposed transaction and related matters. Investors and security holders may obtain free copies of these documents and other documents

filed with the SEC by AGH through the website maintained by the SEC at http://www.sec.gov or at AGH’s website at https://www.aureusgreenway.com/secfilings.

AGH

has not independently verified and makes no representation or warranty, express or implied, as to the accuracy, completeness, or reliability

of the information in this release relating to the business, operations, financial condition, technology, products, certifications, contracts,

or prospects of Powerus or its subsidiaries. Such information has been provided by Powerus, and AGH disclaims any obligation to update

or correct such information.

###

AGH

Investor Relations

Jason

Assad

678-570-6791

Powerus

Press Contact

Escalate

PR

pr@power.us

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

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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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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.

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Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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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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Trading symbol of an instrument as listed on an exchange.

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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 written communications pursuant to Rule 425 under the Securities Act.

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