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Form 8-K

sec.gov

8-K — Melar Acquisition Corp. I/Cayman

Accession: 0001213900-26-109841

Filed: 2026-10-15

Period: 2026-10-14

CIK: 0002016221

SIC: 7389 (SERVICES-BUSINESS SERVICES, NEC)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0308414-8k425_melar1.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): October 14, 2026

Melar Acquisition Corp.

I

(Exact name of registrant

as specified in its charter)

Cayman Islands

001-42134

87-1634103

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

143 West 72nd Street, 4th Floor, New York, NY

10023

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone

number, including area code: (702) 781-1120

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 12(b) of the Act:

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

MACIU

The Nasdaq Stock Market LLC

Class A ordinary shares, par value $0.0001 per share

MACI

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

MACIW

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.

As

previously disclosed, on July 30, 2025, Melar Acquisition Corp. I, a Cayman Islands exempted company (“Melar”) entered into

an Agreement and Plan of Merger, as amended (the “Merger Agreement”), with MAC I Merger Sub Inc., a Nevada corporation and

a wholly-owned subsidiary of Melar, Everli Global Inc., a Nevada corporation (together with its successors, “Everli”), Melar

Acquisition Sponsor I LLC, a Delaware limited liability company, in the capacity thereunder as the representative for the shareholders

of Melar (other than the Escrowed Seller (as defined below) and his successors and assigns) from and after the closing (the “Closing”)

of the transactions contemplated by the Merger Agreement (collectively, the “Business Combination”), and Salvatore Palella

(the “Escrowed Seller”).

On

October 14, 2026, Everli issued a press release to outline the business model behind its retail network. A copy of the press release

is attached hereto as Exhibit 99.1.

Additional Information

and Where to Find It

In

connection with the Business Combination, Melar and Everli have filed a registration statement on Form S-4 (the “Registration

Statement”) with the Securities and Exchange Commission (the “SEC”), which includes a proxy statement to Melar

shareholders and a prospectus for the registration of Melar’s securities to be issued in connection with the Business

Combination. The Registration Statement has been declared effective by the SEC and the definitive proxy statement/prospectus has

been mailed to the shareholders of Melar as of September 28, 2026, the record date for voting on the Business Combination, and

contains important information about the Business Combination and related matters. Shareholders of Melar and other interested

persons are advised to read these materials (including any amendments or supplements thereto) and any other relevant documents,

because they contain important information about Melar, Everli and the Business Combination. Shareholders and other interested

persons are able to obtain copies of the definitive proxy statement/prospectus and other relevant materials in connection with the

Business Combination, without charge, at the SEC’s website at www.sec.gov or by directing a request to: Melar Acquisition

Corp. I, 143 West 72nd Street, 4th Floor, New York, NY 10023, United States, Attn: Gautam Ivatury, Chairman & Chief Executive

Officer. The information contained on, or that may be accessed through, the websites referenced in this Current Report on Form 8-K

in each case is not incorporated by reference into, and is not a part of, this Current Report on Form 8-K.

BEFORE

MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF MELAR ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS

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

CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION.

Participants in

the Solicitation

Melar,

Everli and their respective directors, executive officers and other members of their management and employees, under SEC rules, may be

deemed to be participants in the solicitation of proxies of Melar’s shareholders in connection with the Business Combination. Investors

and security holders may obtain more detailed information regarding the names, affiliations and interests of Melar’s directors and

officers in Melar’s SEC filings. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation

of proxies to Melar’s shareholders in connection with the Business Combination is set forth in the proxy statement/prospectus for

the Business Combination. Information concerning the interests of Melar’s and Everli’s participants in the solicitation, which

may, in some cases, be different than those of their respective equity holders generally, is set forth in the proxy statement/prospectus

relating to the Business Combination.

No Offer or Solicitation

This

Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities

and shall not constitute an offer to sell or a 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 state or jurisdiction in which such offer, solicitation, or sale 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 1933, as amended, or an exemption therefrom.

1

Forward-Looking

Statements

This

Current Report on Form 8-K contains forward-looking statements within the meaning of the U.S. federal securities laws with respect to

the parties and the Business Combination. Melar’s and/or Everli’s actual results may differ from their expectations, estimates

and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Forward-looking

statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions

and other statements that are other than statements of historical facts. No representations or warranties, express or implied, are given

in, or in respect of, this Current Report on Form 8-K. These forward-looking statements generally are identified by the words “believe,”

“project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,”

“future,” “opportunity,” “potential,” “plan,” “may,” “should,”

“will,” “would,” “will be,” “will continue,” “will likely result,” and similar

expressions.

These

forward-looking statements and factors that may cause actual results to differ materially from current expectations include, but are not

limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement

with respect to the Business Combination; (2) the outcome of any legal proceedings that may be instituted against the parties following

the announcement of the Business Combination and definitive agreements with respect thereto; (3) the inability to complete the Business

Combination, including due to failure to obtain approval of the shareholders of Everli and Melar or other conditions to Closing; (4) the

inability to obtain or maintain the listing of the combined company’s shares on The Nasdaq Stock Market LLC or another national

securities exchange following the Business Combination; (5) the ability of Melar to remain current with its SEC filings; (6) the risk

that the Business Combination disrupts current plans and operations as a result of the announcement and consummation of the Business Combination;

(7) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition,

the ability of the combined company to grow and manage growth profitably and retain its key employees; (8) costs related to the Business

Combination; (9) changes in applicable laws or regulations; (10) the inability of Everli to implement business plans, forecasts, and other

expectations after the completion of the Business Combination; (11) the risk that additional financing in connection with the Business

Combination, or additional capital needed following the Business Combination to support Everli’s business or operations, may not

be raised on favorable terms or at all; and (12) other risks and uncertainties included in documents filed or to be filed with the SEC

by Melar and/or Everli.

The

foregoing list of 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 Registration Statement referenced above and other documents filed by Melar

and Everli from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause

actual events and results to differ materially from those contained in the forward-looking statements. You should not place undue reliance

upon any forward-looking statements, which speak only as of the date made. There may be additional risks that neither Melar nor Everli

presently knows, or that Melar and/or Everli currently believe are immaterial, that could cause actual results to differ from those contained

in the forward-looking statements. For these reasons, among others, investors and other interested persons are cautioned not to place

undue reliance upon any forward-looking statements in this Current Report on Form 8-K. Past performance by Melar’s or Everli’s

management teams and their respective affiliates is not a guarantee of future performance. Therefore, you should not place undue reliance

on the historical record of the performance of Melar’s or Everli’s management teams or businesses associated with them as

indicative of future performance of an investment or the returns that Melar or Everli will, or may, generate going forward. Neither Melar

nor Everli undertakes any obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise

after the date of this Current Report on Form 8-K, except as required by applicable law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press Release, dated October 14, 2026.

104

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

2

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.

MELAR ACQUISITION CORP. I

By:

/s/ Gautam Ivatury

Name:

Gautam Ivatury

Title:

Chief Executive Officer

Dated: October 15, 2026

3

EX-99.1 — PRESS RELEASE, DATED OCTOBER 14, 2026

EX-99.1

Filename: ea030841401ex99-1.htm · Sequence: 2

Exhibit 99.1

Everli’s Asset-Light Marketplace Brings Italy’s 13 Largest Grocers

Online

● More

than 95 retail partners, 1,150+ stores and 300,000+ products across 60+ provinces, with no warehouses, fleets or added retailer staff

● Partnered

with all 13 of Italy’s largest grocers

● Fully

managed white-label service powers retailers’ own branded online stores

● Believed

to be Italy’s only gig delivery platform with a national union agreement

NEW YORK, NY, October 14, 2026 — Everli Global Inc. (“Everli”),

a leading e-grocery marketplace and delivery platform in Italy, today outlined the business model behind its retail network. Everli operates

exclusively in Italy in over 60 provinces and has partnered with more than 95 retailers, including the 13 largest grocers in Italy, such

as Lidl, Coop, Conad, Carrefour, and Esselunga. Everli’s platform offers access to products from more than 1,150 stores across the country.

Everli has entered into an agreement and plan of merger, as amended

(the “Merger Agreement”), with Melar Acquisition Corp. I (Nasdaq: MACI) (“Melar”) for a proposed business combination

(the “Business Combination”). Upon closing, the combined company is expected to be named Everli Global Holdings Inc. and trade

on Nasdaq under the ticker “EVRL.”

“Online grocery in Italy is still in its early chapters, and

Everli intends to write the next ones,” said Salvatore Palella, Chairman & CEO of Everli. “We are committed to adopting

new technologies as they emerge to make shopping for groceries online simpler, smarter and more personal. But technology is only half

of the story. Our shoppers bring a distinctly Italian touch to every order, picking the ripest produce and honoring every preference as

if they were shopping for their own family. Pairing that care with Italy’s largest grocers and a platform built to scale is how we plan

to lead the future of grocery shopping in Italy.”

How the model works

Everli connects consumers with the grocery retailers they already trust.

Customers order through Everli’s app or website from their preferred store. An independent personal Everli shopper then shops the order

in store, pays with an Everli pre-paid card and delivers it to the customer’s door. Everli’s large network of weekly active shoppers provides

true end-to-end fulfillment.

Everli is built to grow alongside its partners. Rather than investing

in warehouses, delivery fleets or inventory, Everli runs on the stores its retail partners already operate, so a grocer can open an online

channel without changing how its stores work. That lets Everli expand its network quickly as new retailers join and focus on its investment

where it matters most: its technology and its shopper network.

Value for retailers

● A fully outsourced online channel. Everli handles the order from selection and purchase to delivery, integrated with retailer

systems and minimal store disruption.

● No new capex or opex. Retailers need no warehouses, online platforms, delivery fleets, or delivery staff. They pay a commission

on completed transactions.

● Full catalogs and in-store pricing. Customers get each retailer’s complete in-store catalog, including loyalty program participation.

● Sales data and insights. Partners use Everli’s data to analyze sales trends and consumer behavior.

● White-label option. Launched in October 2025 with its first nationwide deployment, Everli’s fully managed white-label service

runs a retailer-branded online store on the retailer’s own domain. One of Italy’s largest retailers adopted it in December 2025.

Value for consumers and shoppers

Customers get convenience, personalization and access to the brands

they prefer, with delivery in as little as two hours or scheduled days ahead. This makes Everli a destination for large-basket, weekly

grocery orders.

Shoppers benefit from flexible, union-protected work. Everli believes

it is the only gig delivery company in Italy with a collective bargaining agreement with the national unions CGIL, CISL and UIL.

Diversified revenue

Everli earns revenue from several streams:

● Commissions from retailers on each order

● Product markups

● Service and delivery fees, plus Everli Plus memberships, available monthly or annually

● Advertising and retail media from consumer brands, including sponsored products and display ads

● Partnership agreements for aggregated insights on customer behavior

2

Room to grow

Online grocery accounted for only about 2.5% of Italy’s total grocery

sales in 2024, compared with 12.5% in the United States, leaving substantial room for growth as Italian shoppers move online. Since its

founding in 2014, Everli has served millions of Italian households. Many of its largest retail partners also operate across Europe, and

Everli believes these relationships could support future European expansion, though it does not expect to enter markets outside Italy

in the twelve months following the Business Combination.

About Everli

Everli is a leading e-grocery marketplace and delivery platform in

Italy. Founded in 2014, Everli connects consumers with their preferred grocery retailers through its online platform and a network of

over one thousand weekly active independent shoppers who shop and deliver each order end to end, having served millions of Italian households.

Everli’s asset-light model gives retailers a fully outsourced e-commerce channel built on their existing store footprint. For more information,

visit www.everli.com.

About Melar Acquisition Corp. I

Melar (Nasdaq: MACI) is a special purpose

acquisition company sponsored by Melar Acquisition Sponsor I LLC and incorporated under the laws of Cayman Islands as an exempted

company for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or

similar business combination with one or more businesses.

Additional Information and Where to Find It

Melar

and Everli Global Inc. have filed with the SEC a registration statement on Form S-4 (File No. 333-298505),

as amended (the “Registration Statement”), which includes a definitive proxy statement/prospectus and was declared effective

by the Securities and Exchange Commission (the “SEC”) on October 2, 2026. Melar has mailed the definitive proxy statement/prospectus

to its shareholders as of September 28, 2026, the record date for the extraordinary general meeting. SHAREHOLDERS AND OTHER INTERESTED

PERSONS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY,

BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT MELAR, EVERLI AND THE BUSINESS COMBINATION. Copies can be obtained free of charge at

www.sec.gov or by contacting Melar’s proxy solicitor, Advantage Proxy, Inc., at (877) 870-8565 (toll free) or ksmith@advantageproxy.com.

Participants in the Solicitation

Melar, Everli and their respective directors and executive officers

may be deemed participants in the solicitation of proxies from Melar’s shareholders in connection with the Business Combination. Information

about these persons and their interests, which may differ from those of shareholders generally, is set forth in the Registration Statement and the definitive proxy statement/prospectus.

3

No Offer or Solicitation

This press release is not a proxy statement or a solicitation of a

proxy, consent or authorization with respect to any securities or the Business Combination, and is not an offer to sell or a solicitation

of an offer to buy any securities, 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 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.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning

of the U.S. federal securities laws with respect to the parties and the Business Combination set out in the Registration Statement. Melar’s

and/or Everli’s actual results may differ from their expectations, estimates and projections and consequently, you should not rely

on these forward-looking statements as predictions of future events. Forward-looking statements include statements concerning plans, objectives,

goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical

facts. No representations or warranties, express or implied are given in, or in respect of, this press release. When this press release

uses words such as “may,” “will,” “intend,” “should,” “believe,” “expect,”

“anticipate,” “project,” “estimate” or similar expressions that do not relate solely to historical

matters, it is making forward-looking statements.

These forward-looking statements and factors that may cause actual

results to differ materially from current expectations include, but are not limited to: (1) the occurrence of any event, change or other

circumstances that could give rise to the termination of the Merger Agreement with respect to the Business Combination; (2) the outcome

of any legal proceedings that may be instituted against the parties and definitive agreements with respect thereto; (3) the inability

to complete the Business Combination, including due to failure to obtain approval of the shareholders of Everli and Melar or other conditions

to closing of the Business Combination; (4) the inability to obtain or maintain the listing of the combined company’s securities

on Nasdaq or another national securities exchange following the Business Combination; (5) the ability of Melar to remain current with

its SEC filings; (6) the risk that the Business Combination disrupts current plans and operations as a result of the announcement and

consummation of the Business Combination; (7) the ability to recognize the anticipated benefits of the Business Combination, which may

be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably and retain its

key employees; (8) costs related to the Business Combination; (9) changes in applicable laws or regulations; (10) the inability of Everli

to implement business plans, forecasts, and other expectations after the completion of the Business Combination; (11) the risk that additional

financing in connection with the Business Combination, or additional capital needed following the Business Combination to support Everli’s

business or operations, may not be raised on favorable terms or at all; and (12) other risks and uncertainties included in documents filed

or to be filed with the SEC by Melar and/or Everli.

The foregoing list of 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 Registration

Statement referenced above and other documents filed by Melar and Everli from time to time with the SEC. These filings will identify and

address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in

the forward-looking statements. You should not place undue reliance upon any forward-looking statements, which speak only as of the date

made. There may be additional risks that neither Melar nor Everli presently knows, or that Melar and/or Everli currently believe are immaterial,

that could cause actual results to differ from those contained in the forward-looking statements. For these reasons, among others, investors

and other interested persons are cautioned not to place undue reliance upon any forward-looking statements in this press release. Past

performance by Melar’s or Everli’s management teams and their respective affiliates is not a guarantee of future performance.

Therefore, you should not place undue reliance on the historical record of the performance of Melar’s or Everli’s management

teams or businesses associated with them as indicative of future performance of an investment or the returns that Melar or Everli will,

or may, generate going forward. Neither Melar nor Everli undertakes any obligation to publicly revise these forward-looking statements

to reflect events or circumstances that arise after the date of this press release, except as required by applicable law.

Media and Investor Relations:

Tony Sklar

Chief Strategy Officer and Head of Investor Relations

Tel: (347) 588-4226

ir@everli.com

ir.everli.com

Proxy Solicitor:

ADVANTAGE PROXY, INC.

Tel: (206) 870-8565

Fax: (206) 870-8492

www.advantageproxy.com

4

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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.

+ 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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- 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

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- Definition

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

+ References

No definition available.

+ Details

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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

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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.

+ References

No definition available.

+ Details

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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

+ Details

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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.

+ References

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

+ Details

Name:

dei_SecurityExchangeName

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

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

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

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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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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

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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- 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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