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Form 8-K

sec.gov

8-K — Calisa Acquisition Corp

Accession: 0001493152-26-045978

Filed: 2026-10-06

Period: 2026-10-05

CIK: 0002026767

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

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

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EX-99.2 (ex99-2.htm)

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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): October 5, 2026

CALISA

ACQUISITION CORP

(Exact

Name of Registrant as Specified in Charter)

Cayman

Islands

001-42910

00-0000000

N/A

(State

or Other Jurisdiction

(Commission

(IRS

Employer

of

Incorporation)

File

Number)

Identification

No.)

205

W. 37th Street

New

York, NY 10018

(Address

of Principal Executive Offices) (Zip Code)

(203)

998-5540

(Registrant’s

Telephone Number, Including Area Code)

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 (see General Instruction 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

Units,

each consisting of one ordinary share and one right

ALISU

The Nasdaq

Stock Market LLC

Ordinary

Shares, par value $0.000075 per share

ALIS

The Nasdaq

Stock Market LLC

Rights,

each entitling the holder to one tenth of one ordinary share upon the completion of the Company’s initial business combination

ALISR

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 7.01. Regulation FD Disclosure.

As

previously disclosed, on March 6, 2026, Calisa Acquisition Corp, a Cayman Islands exempted company (the “Company”),

entered into an Business Combination Agreement (the “BCA”) with Calisa Merger Sub, a Cayman Islands exempted company

and a direct, wholly owned subsidiary of the Company (“Merger Sub”), and Goodvision AI Inc., a Cayman Islands exempted

company (“Goodvision”). Pursuant to the terms of the BCA, Merger Sub will merge with and into Goodvision (the “Merger”),

with Goodvision surviving the Merger as a direct, wholly owned subsidiary of the Company in accordance with the Companies Act (As Revised)

of the Cayman Islands, as amended.

On

October 5, 2026, Goodvision issued a press release relating to two collaboration agreements it has entered into. The press release is

attached as Exhibit 99.1 to this Current Report on Form 8-K. Also attached as Exhibit 99.2 to this Current Report is an investor presentation

regarding Goodvision and the transaction that the parties may use to discuss with investors.

The

information set forth in this Item 7.01, including the exhibits attached hereto, is intended to be furnished and shall not be

deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)

or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities

Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

Cautionary

Note Regarding Forward Looking Statements

Neither

the Company, Goodvision nor any of their respective affiliates makes any representation or warranty as to the accuracy or completeness

of the information contained in this Current Report on Form 8-K. This Current Report is not intended to be all-inclusive or to contain

all the information that a person may desire in considering the proposed transactions discussed herein, and it is not intended to form

the basis of any investment decision or any other decision in respect of the proposed transactions.

This

Current Report and the exhibits filed or furnished herewith include certain “forward-looking statements” within the meaning

of the federal securities laws with respect to the proposed transaction between the Company and Goodvision. These forward-looking statements

generally are identified by words and phrases such as “aspire,” “expect,” “estimate,” “project,”

“budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,”

“will,” “will be,” “will continue,” “will likely result,” “could,” “should,”

“would,” “believe(s),” “predicts,” “potential,” “continue,” “future,”

“opportunity,” “strategy” and similar expressions. Forward-looking statements are based on current expectations

and assumptions 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.

Factors

that may cause such differences include, among other things, the risk that the benefits of the Business Combination may not be realized;

the risk that the Business Combination may not be completed in a timely manner or at all; the amount of redemption requests made by the

Company’s public shareholders; the failure to satisfy the conditions to the consummation of the Business Combination; the ability

to meet applicable stock exchange listing standards following the Business Combination; the occurrence of any event, change or other

circumstance that could give rise to the termination of the Business Combination Agreement; the outcome of any legal proceedings that

may be initiated following consummation of the Business Combination; costs related to the Business Combination; changes in applicable

laws or regulations; and other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission

(“SEC”), including the definitive proxy statement/prospectus described below.

The

Company and Goodvision caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date

made. Neither the Company nor Goodvision undertakes or accepts any obligation to publicly update or revise any forward-looking statements

to reflect any change in expectations or any change in events, conditions or circumstances on which any such statement is based, except

as required by applicable law.

Additional

Information and Where to Find It

In

connection with the proposed Business Combination, the Company has filed with the SEC a registration statement on Form S-4 (File No.

333-296926), which includes a proxy statement/prospectus (the “Registration Statement”). The Registration Statement was declared

effective by the SEC on September 11, 2026, and the Company has filed the definitive proxy statement/prospectus with the SEC. The Company

also will file other documents regarding the proposed Business Combination with the SEC. This Current Report does not contain all the

information that should be considered concerning the Business Combination and is not intended to form the basis of any investment decision

or any other decision in respect of the Business Combination.

BEFORE

MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITYHOLDERS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS

AND ALL OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE BUSINESS COMBINATION CAREFULLY BECAUSE THEY

CONTAIN IMPORTANT INFORMATION ABOUT GOODVISION, THE COMPANY, THE BUSINESS COMBINATION AND RELATED MATTERS. Investors and securityholders

may obtain free copies of the definitive proxy statement/prospectus and other documents filed with the SEC by the Company through the

website maintained by the SEC at www.sec.gov. In addition, investors and securityholders may obtain free copies of the documents filed

with the SEC by directing a written request to the Company at 205 W. 37th Street, New York, New York 10018.

Participants

in the Solicitation

The

Company, Goodvision and certain of their respective directors, executive officers and employees may be considered to be participants

in the solicitation of proxies from the Company’s shareholders in connection with the Business Combination. Information regarding

the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the Company’s shareholders in connection

with the Business Combination, including a description of their respective direct and indirect interests, by security holdings or otherwise,

is included in the definitive proxy statement/prospectus. Additional information regarding the Company’s directors and executive

officers can also be found in the Company’s filings with the SEC. These documents are available free of charge as described above.

No

Offer or Solicitation

This

Current Report on Form 8-K does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities

or in respect of the Business Combination, or (ii) an offer to sell or the solicitation of an offer to buy 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 the Securities Act of 1933, as amended.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits:

Exhibit

No.

Description

99.1

Press release.

99.2

Investor Presentation

104

Cover

Page Interactive Data File (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.

Dated:

October 6, 2026

CALISA

ACQUISITION CORP

By:

/s/

Hongfei Zhang

Name:

Hongfei

Zhang

Title:

Chief

Executive Officer

EX-99.1

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

GoodVision

AI Enters into Two Collaboration Agreements: 15MW Modular Factory with TDTC and 100-Node Inference Pilot with Hop Global

Redwood

City, CA, October 5, 2026 — GoodVision AI (“GoodVision”), a developer of next-generation AI compute infrastructure

purpose-built for inference, today announced further progress in its U.S. AI infrastructure strategy through separate collaboration agreements

with Tokenomics Digital Tech Corp. (“TDTC”) and HOP Global Service Inc. (“HOP Global”) in Texas.

The

two initiatives represent complementary deployment paths within GoodVision’s U.S. AI data center (“AIDC”) and inference

infrastructure strategy. The TDTC collaboration focuses on the development of dedicated modular AI Factory infrastructure, while the

HOP Global project is designed to validate a lighter and more flexible deployment model based on smaller AI inference clusters that can

be expanded incrementally. By expanding GoodVision’s physical AIDC footprint in the U.S., these collaborations are aimed at providing

a strong infrastructure anchor for the deployment and commercialization of GoodVision AI’s software capabilities, including its

Smart Routing Engine.

Together,

the projects are intended to broaden GoodVision’s ability to deploy AI inference capacity across sites with different infrastructure

conditions, investment requirements and customer demand profiles, while further integrating its software and infrastructure capabilities

into a more complete AI inference ecosystem.

TDTC

Collaboration: Modular AI Factory Infrastructure

Pursuant

to the cooperation agreement with TDTC, the parties will look to jointly invest in, develop and operate modular AI Factory inference

computing facilities in the United States.

Under

the collaboration, GoodVision is expected to provide AI computing technologies including GPU cluster design, network architecture, cooling

systems and compute-scheduling software, while TDTC would lead site development activities including site identification, power-resource

development, permitting, local approvals and construction coordination.

The

initial Texas project, referred to as the “Site No.1 AI Factory,” is being developed around 2.4 MW of confirmed

power capacity, with computing equipment expected to be deployed at approximately 2 MW of IT load and additional capacity

reserved for future expansion. The facility would be designed around prefabricated and containerized infrastructure covering power distribution,

UPS and battery systems, cooling and computing modules.

The

modular design is intended to provide a replicable deployment model that can be applied to additional power-ready sites as customer demand

and infrastructure availability develop. The previously announced project is also intended to provide AI inference computing infrastructure

services to GoodVision and third-party customers once operational.

HOP

Global Collaboration: RTX PRO 6000 AI Inference Pilot

Pursuant

to the collaboration agreement with HOP Global Service Inc., the parties will look to jointly advance an RTX PRO 6000 AI inference

infrastructure pilot project in Texas.

The

project is designed to provide medium-sized Bitcoin mining enterprises with a faster path into AI computing services. Rather than requiring

a large-scale AI data center buildout at the initial stage, the pilot will seek to deploy smaller-scale AI computing clusters equipped

with 400G high-speed networking.

Based

on the GoodVision platform, the project would conduct model inference workloads and multi-node performance validation, allowing the parties

to evaluate the technical and operational requirements of deploying AI inference infrastructure within existing or adaptable computing

environments.

The

lightweight pilot structure is intended to reduce initial capital requirements and shorten deployment cycles, while supporting phased

investment and incremental capacity expansion. This approach is particularly relevant for medium-sized Bitcoin mining enterprises that

may have access to power, sites and existing infrastructure but prefer to enter AI computing through smaller initial deployments rather

than committing immediately to large-scale AI data center construction.

Through

the pilot, GoodVision and HOP Global plan to validate deployment architecture, networking, inference workloads and multi-node operations,

with the objective of establishing replicable technical solutions and standardized delivery procedures that can support subsequent commercial

deployment.

A

Complementary U.S. Deployment Strategy

Together,

the TDTC and HOP Global collaborations are aimed at providing GoodVision with complementary paths for expanding its U.S. AI inference

infrastructure. The TDTC model would support larger, dedicated modular AI Factory deployments, while the HOP Global approach would enable

smaller-scale, lower-capital deployments that can expand incrementally with power availability and customer demand.

David

Wang, CEO of GoodVision AI, said:

“The

U.S. market presents a wide range of infrastructure conditions and customer requirements, so a single deployment model will not fit every

opportunity. The collaboration with TDTC is expected to allow GoodVision to develop dedicated modular AI Factory capacity, while the

HOP Global pilot would give the company an opportunity to validate a lighter and more incremental approach to deploying inference infrastructure.

Together, these projects are intended to help establish a more flexible foundation for GoodVision’s continued expansion in the

U.S. market.”

Based

on the current development plan, the TDTC project is expected to scale from its initial 2.4 MW configuration to up to 15 MW of capacity

within one year. Based on GoodVision AI’s current internal financial model, once the full 15 MW capacity is deployed and commercially

operational, the project is estimated to represent approximately US$210 million in annual revenue potential.

For

the HOP Global collaboration, the parties are exploring a faster, more replicable approach using smaller-scale, modular AI inference

infrastructure. Designed primarily for inference workloads, the solution supports compact, lower-power clusters that can be deployed

flexibly and at scale. Under the current design, each standardized computing node requires only approximately 0.05 MW of power capacity.

The relatively low power requirement per node is expected to support broader deployment across sites with varying power availability.

GoodVision AI is currently evaluating the potential to scale the approach to 100 deployable nodes over time, representing approximately

5 MW of total computing capacity. Based on current internal assumptions, if all 100 nodes are successfully deployed and placed into commercial

operation, the deployment could represent approximately US$36 million in annual revenue potential.

The

collaboration agreements with TDTC and HOP Global do not require either party to enter into any specific transaction and does not guarantee

any business opportunity or revenue for either party. Accordingly, no assurance can be given that definitive agreements with either TDTC

or HOP Global will be entered into or that the anticipated benefits of the cooperations will be realized. Binding transaction agreements

entered with TDTC or HOP Global may never be entered into and even if they are, they could be materially different than currently anticipated.

The estimates and statements set forth in this press release regarding potential project economics, order value, expansion capacity and

future commercial deployments are based purely on Goodvision AI’s internal assumptions, are preliminary, have not been independently

verified and are subject to substantial risks and uncertainties. They do not represent financial guidance, backlog, bookings or assurances

of future revenue, profitability or financial performance. Actual results may differ materially based on customer demand, utilization,

equipment availability and pricing, power availability and cost, financing, development and construction execution, utility interconnection,

permits and regulatory approvals, competition and other factors.

About

GoodVision AI

GoodVision

AI is building the global compute architecture for AI inference. Its platform pairs a real-time Smart Routing Engine with a network of

purpose-built AI Factories to run AI efficiently at scale. The company is led by CEO David Wang. Learn more at goodvision.ai.

GoodVision AI has entered into a Business Combination Agreement (the “BCA”) with Calisa Acquisition Corp, a Cayman Islands

exempted company (Nasdaq: ALIS) whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase,

reorganization or similar business combination with one or more businesses. The parties intend to consummate the transaction in the second

half of 2026.

About

Tokenomics Digital Tech Corp.

Tokenomics

Digital Tech Corp. (“TDTC”) is a digital infrastructure company focused on the development, construction, and operation of

large-scale computing facilities, spanning digital asset mining infrastructure and AI data centers. Founded in 2021, TDTC develops modular,

containerized facilities and manages site selection, power procurement, construction, and 24/7 operations across its portfolio. For more

information, please visit https://www.tdtc.com/.

About

HOP Global Service Inc.

HOP

Global Service Inc. is a global service provider specializing in digital infrastructure and cryptocurrency mining operations, with capabilities

spanning equipment supply, certified repair, site maintenance and power management. According to its corporate website, HOP Global has

10 years of industry experience, has supported approximately 380,000 units through global maintenance services and 75,000 units through

onsite maintenance, and reports a global power management footprint of approximately 1.4 GW. The company provides infrastructure and

operational services supporting large-scale computing and mining environments.

Cautionary

Note Regarding Forward-Looking Statements

This

press release contains forward-looking statements within the meaning of the federal securities laws, including statements regarding the

proposed business combination between GoodVision and ALIS, the expected benefits and timing of the transaction, GoodVision AI’s

future business, operations, growth strategy, market opportunities, financial performance, and other expectations.

These

forward-looking statements are based on current expectations and assumptions and are subject to risks, uncertainties, and other factors

that could cause actual results to differ materially from those expressed or implied. Such risks include, among others, the possibility

that the proposed business combination may not be completed or may be delayed, failure to satisfy closing conditions or obtain required

approvals, changes in market or economic conditions, the ability of the combined company to execute its business strategy, maintain customer

and supplier relationships, meet stock exchange listing requirements, and other risks described in ALIS’ filings with the U.S.

Securities and Exchange Commission (“SEC”), including the Registration Statement on Form S-4 to be filed in connection with

the proposed transaction.

Forward-looking

statements speak only as of the date of this press release. Neither GoodVision AI nor ALIS undertakes any obligation to update or revise

any forward-looking statements, except as required by applicable law.

Additional

Information and Where to Find It

In

connection with the proposed business combination, ALIS intends to file with the SEC a Registration Statement on Form S-4, which will

include a proxy statement/prospectus. Investors and securityholders are urged to read the Registration Statement, the proxy statement/prospectus,

and other relevant documents filed with the SEC when they become available, as they will contain important information about the proposed

transaction. These documents will be available free of charge at the SEC’s website at www.sec.gov.

No

Offer or Solicitation

This

press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any

securities, or a solicitation of any proxy, 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 applicable securities laws.

Contact

GoodVision

For

investor and media inquiries, please contact:

Press

Contact

GoodVision

AI

joychen@goodvision.ai

EX-99.2

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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

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dei_DocumentType

Namespace Prefix:

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Period Type:

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- Definition

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

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No definition available.

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- Definition

Name of the City or Town

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No definition available.

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xbrli:normalizedStringItemType

Balance Type:

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Period Type:

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- Definition

Code for the postal or zip code

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No definition available.

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- Definition

Name of the state or province.

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No definition available.

+ Details

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- 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

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Period Type:

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- 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

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Period Type:

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- 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

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Namespace Prefix:

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Data Type:

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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:

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Data Type:

dei:fileNumberItemType

Balance Type:

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Period Type:

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- Definition

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

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No definition available.

+ Details

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dei_EntityIncorporationStateCountryCode

Namespace Prefix:

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Data Type:

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Balance Type:

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Period Type:

duration

X

- Definition

Former Legal or Registered Name of an entity

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No definition available.

+ Details

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xbrli:normalizedStringItemType

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Period Type:

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- 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

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dei_EntityRegistrantName

Namespace Prefix:

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- 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

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Namespace Prefix:

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- Definition

Local phone number for entity.

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No definition available.

+ Details

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Namespace Prefix:

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- 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

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Namespace Prefix:

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Period Type:

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- 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

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Namespace Prefix:

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- Definition

Title of a 12(b) registered security.

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- 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

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Namespace Prefix:

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Period Type:

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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

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Namespace Prefix:

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Data Type:

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Balance Type:

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Period Type:

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X

- Definition

Trading symbol of an instrument as listed on an exchange.

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No definition available.

+ Details

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Namespace Prefix:

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Data Type:

dei:tradingSymbolItemType

Balance Type:

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Period Type:

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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

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- Details

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