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Form 8-K

sec.gov

8-K — Melar Acquisition Corp. I/Cayman

Accession: 0001213900-26-039341

Filed: 2026-04-02

Period: 2026-03-30

CIK: 0002016221

SIC: 7389 (SERVICES-BUSINESS SERVICES, NEC)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Financial Statements and Exhibits

Documents

8-K — ea0284701-8k425melaracq1.htm (Primary)

EX-10.1 — THIRD AMENDMENT TO AMENDED AND RESTATED SECURED PROMISSORY NOTE AND PLEDGE AGREEMENT, DATED AS OF MARCH 30, 2026, BY AND AMONG MELAR ACQUISITION CORP. I, EVERLI GLOBAL INC. AND A CERTAIN STOCKHOLDER OF EVERLI GLOBAL INC (ea028470101ex10-1.htm)

EX-10.2 — THIRD AMENDMENT TO AMENDED AND RESTATED PROMISSORY NOTE, ISSUED ON MARCH 30, 2026, BY MELAR ACQUISITION CORP. I. TO MELAR ACQUISITION SPONSOR I LLC (ea028470101ex10-2.htm)

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8-K — CURRENT REPORT

8-K (Primary)

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Melar Acquisition Corp. I/Cayman

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2026-03-30

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2026-03-30

2026-03-30

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2026-03-30

2026-03-30

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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): March

30, 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 1.01 Entry into

a Material Definitive Agreement.

As previously disclosed, Melar

Acquisition Corp. I, a Cayman Islands exempted company (together with its successors, “Melar) entered into an Agreement and Plan

of Merger, as amended on October 2, 2025 and December 8, 2025 (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, the “Everli”),

Melar Acquisition Sponsor I LLC, a Delaware limited liability company (the “Sponsor”), in the capacity thereunder as the representative

for the shareholders of the 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”).

Everli Note

As previously disclosed, Melar

entered into an Amended and Restated Secured Promissory Note and Pledge Agreement, dated as of August 18, 2025 and amended on September

12, 2025 and September 29, 2025 (the “Everli Note”), with Everli, and a certain stockholder of Everli (the “Pledging

Stockholder”) for the aggregate principal amount of up to $3,250,000. On March 30, 2026, the parties to the Everli Note entered

into Third Amendment to Amended and Restated Secured Promissory Note and Pledge Agreement (the “Third Amendment to Everli Note”)

to change the principal amount to up to $3,611,111.

A copy of the Third Amendment

to Everli Note is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference, and the foregoing

description of the Third Amendment to Everli Note is qualified in its entirety by reference thereto.

Sponsor Note

As previously disclosed, Melar

issued an Amended and Restated Promissory Note, dated as of August 18, 2025 and amended on September 12, 2025 and September 29, 2025 (the

“Sponsor Note”), in the aggregate principal amount of up to $1,250,000 to the Sponsor. On March 30, 2026, Melar issued Third

Amendment to Amended and Restated Promissory Note (the “Third Amendment to Sponsor Note”) to the Sponsor to amend the Sponsor

Note to change the principal amount to up to $3,611,111.

The issuance of the Third

Amendment to Sponsor Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933,

as amended.

A copy of the Third Amendment

to Sponsor Note is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference, and the foregoing

description of the Third Amendment to Sponsor Note is qualified in its entirety by reference thereto.

Item 2.03 Creation

of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.

The

disclosure related to the Third Amendment to Sponsor Note that is contained in Item 1.01 of this Current Report on Form 8-K is incorporated

by reference in this Item 2.03.

Additional Information

and Where to Find It

In

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

Statement”) with the Securities and Exchange Commission (the “SEC”), which will include 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. After the

Registration Statement is declared effective by the SEC, the definitive proxy statement/prospectus and other relevant documents will be

mailed to the shareholders of Melar as of a record date to be established for voting on the Business Combination and will contain important

information about the Business Combination and related matters. Shareholders of Melar and other interested persons are advised to read,

when available, these materials (including any amendments or supplements thereto) and any other relevant documents, because they will

contain important information about Melar, Everli and the Business Combination. Shareholders and other interested persons will also be

able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus, and other relevant materials

in connection with the Business Combination, without charge, once available, 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.

1

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 AS THEY BECOME AVAILABLE

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 will be set forth in the proxy statement/prospectus

for the Business Combination when available. 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, will be set forth in

the proxy statement/prospectus relating to the Business Combination when it becomes available.

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 or an exemption therefrom.

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 Combinations. 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.

2

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 public 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 Melar and Everli after the Closing 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 when available 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 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

10.1+

Third Amendment to Amended and Restated Secured Promissory Note and Pledge Agreement, dated as of March 30, 2026, by and among Melar Acquisition Corp. I, Everli Global Inc. and a certain stockholder of Everli Global Inc.

10.2

Third Amendment to Amended and Restated Promissory Note, issued on March 30, 2026, by Melar Acquisition Corp. I. to Melar Acquisition Sponsor I LLC.

104

Cover

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

+

Certain personally identifiable information has been omitted from this exhibit

pursuant to Item 601(a)(6) of Regulation S-K.

3

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: April 2, 2026

4

EX-10.1 — THIRD AMENDMENT TO AMENDED AND RESTATED SECURED PROMISSORY NOTE AND PLEDGE AGREEMENT, DATED AS OF MARCH 30, 2026, BY AND AMONG MELAR ACQUISITION CORP. I, EVERLI GLOBAL INC. AND A CERTAIN STOCKHOLDER OF EVERLI GLOBAL INC

EX-10.1

Filename: ea028470101ex10-1.htm · Sequence: 2

Exhibit 10.1

Certain personally identifiable information

has been omitted from this exhibit pursuant to

Item 601(a)(6) of Regulation S-K. [***] indicates that information has been redacted.

THIRD AMENDMENT TO AMENDED AND RESTATED SECURED

PROMISSORY NOTE AND PLEDGE AGREEMENT

This Third Amendment to Amended

and Restated Secured Promissory Note and Pledge Agreement (this “Amendment”) is entered into as of March 30, 2026,

by and among Everli Global Inc., a Nevada corporation (“Maker”), Melar Acquisition Corp. I, a Cayman Islands exempted

company (“Payee”), and Palella Holdings, LLC (“Pledging Stockholder”).

W I T N E S S E T H :

WHEREAS, Maker, Payee and

Pledging Stockholder entered into that certain Amended and Restated Secured Promissory Note and Pledge Agreement dated as of August 18,

2025 (as amended on September 12, 2025, September 29, 2025 and as it may be further amended, restated, supplemented or otherwise modified

from time to time, the “Secured Promissory Note and Pledge Agreement”; unless otherwise specified herein, capitalized

terms used in this Amendment shall have the meanings ascribed to them by the Secured Promissory Note and Pledge Agreement); and

WHEREAS, Maker, Pledging Stockholder

and Payee have agreed to amend and correct the Secured Promissory Note and Pledge Agreement to include an original issue discount of $361,111

which was not reflected in the principal amount of the Loan under the Secured Promissory Note and Pledge Agreement, subject to the terms

and conditions hereof;

NOW, THEREFORE, in consideration

of the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, the parties hereto hereby agree as follows:

1. Amendments

to Secured Promissory Note and Pledge Agreement. The Secured Promissory Note and Pledge Agreement is hereby amended as follows:

(a) The

“Principal Amount” of the Secured Promissory Note and Pledge Agreement shall be amended by replacing the reference to “Up

to $3,250,000” with a reference to “Up to $3,611,111”.

(b) Paragraph

2 of Secured Promissory Note and Pledge Agreement shall be amended by replacing the reference to “Three Million and Two Hundred

Fifty Thousand U.S. Dollars ($3,250,000)” with a reference to “Three Million Six Hundred Eleven Thousand One Hundred and Eleven

U.S. Dollars ($3,611,111)”.

2. Effect

on the Secured Promissory Note and Pledge Agreement. Except as expressly set forth herein, all of the terms, conditions and covenants

of the Secured Promissory Note and Pledge Agreement shall remain unaltered and in full force and effect and shall be binding upon as Maker

and Pledging Stockholder in all respects and are hereby ratified and confirmed.

3. Execution

in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts,

each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

Delivery of an executed signature page to this Amendment by facsimile transmission or otherwise transmitted or communicated by email shall

be as effective as delivery of a manually executed counterpart of this Amendment.

4. Headings.

Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment

for any other purposes.

5.

Severability. Wherever possible, each provision of this Amendment shall be interpreted in such a manner as to be effective and

valid under applicable law, but if any provision of this Amendment shall be prohibited by or invalid under applicable law, such provision

shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining

provisions of this Amendment.

6. Acknowledgement

of Security Interest. Each of Maker and Pledging Stockholder hereby acknowledges, confirms and agrees that Payee has and shall continue

to have a valid, enforceable and perfected first-priority lien upon and security interest in the Collateral granted to Payee pursuant

to the Secured Promissory Note and Pledge Agreement or otherwise granted to or held by Payee.

[Signature Page to Follow]

IN WITNESS WHEREOF, this Amendment

has been duly executed and delivered as of the date first above written.

Maker:

Everli Global Inc.

By:

/s/ Salvatore Palella

Name:

Salvatore Palella

Title:

Chief Executive Officer

Address for Notices:

Everli Global Inc.

12 East 49th Street, Suite 1506

New York, NY 10017

Attn: Salvatore Palella

Email: [***]

with a copy (which will not constitute notice) to:

Ortoli Rosenstadt LLP

366 Madison Avenue

New York, NY 10017

Attn: William Rosenstadt, Esq.

Telephone No.: (212) 588-0022

Emai: wsr@orllp.legall:

[Signature Page to Third Amendment to Amended

and Restated Secured Promissory Note and Pledge Agreement]

2

Payee:

Melar Acquisition Corp. I

By:

/s/ Eric Lifshitz

Name:

Eric Lifshitz

Title:

Chief Operating Officer

Address for Notices:

Melar Acquisition Corp. I

143 West 72nd Street, 4th Floor

New York, New York 10023

Attn: Gautam Ivatury, Chief Executive Officer

Telephone No.: (702) 781-1120

Email: [***]

with a copy (which will not constitute notice) to:

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas, 11th Floor

New York, New York 10105

Attn: Matthew A. Gray, Esq.; Stuart Neuhauser, Esq.

Telephone No.: (212) 370-1300

Email: mgray@egsllp.com; sneuhauser@egsllp.com

[Signature Page to Third Amendment to Amended

and Restated Secured Promissory Note and Pledge Agreement]

3

Pledging

Stockholder:

Palella Holdings, LLC

By:

/s/ Salvatore Palella

Print Name: Salvatore Palella

Print Title: Chief Executive Officer

Address

for Notice:

c/o Everli Global Inc.

12 East 49th Street, Suite 1506

New York, NY 10017

Attn: Salvatore Pallea

Email: [***]

[Signature Page to Third Amendment to Amended

and Restated Secured Promissory Note and Pledge Agreement]

4

EX-10.2 — THIRD AMENDMENT TO AMENDED AND RESTATED PROMISSORY NOTE, ISSUED ON MARCH 30, 2026, BY MELAR ACQUISITION CORP. I. TO MELAR ACQUISITION SPONSOR I LLC

EX-10.2

Filename: ea028470101ex10-2.htm · Sequence: 3

Exhibit 10.2

THE AMENDED AND RESTATED PROMISSORY NOTE TO WHICH

THIS AMENDMENT RELATES HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). SUCH PROMISSORY

NOTE, AS AMENDED, HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF

THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

THAT SUCH REGISTRATION IS NOT REQUIRED.

THIRD AMENDMENT TO AMENDED AND RESTATED PROMISSORY

NOTE

Principal Amount:

up to $3,611,111 (including all amounts previously advanced or

drawn thereunder)

Dated as of March 30, 2026

Melar Acquisition Corp. I,

a Cayman Islands exempted company and blank check company (“Maker”), hereby amends its promissory note dated as of

August 18, 2025, as amended on September 12, 2025 and September 29, 2025 (the “Note”), to increase the principal amount

that it promises to pay to the order of Melar Acquisition Sponsor I LLC or its registered assigns or successors in interest (“Payee”),

from the principal sum of up to Three Million and Two Hundred Fifty Thousand U.S. Dollars ($3,250,000) to the principal sum of up to Three

Million Six Hundred Eleven Thousand One Hundred and Eleven U.S. Dollars ($3,611,111) in lawful money of the United States of America.

All of the other terms of the Note remain unchanged

and in effect.

[Signature Page Follows]

IN WITNESS WHEREOF,

Maker, intending to be legally bound hereby, has caused this Third Amendment to be duly executed by the undersigned as of the day and

year first above written.

MELAR ACQUISITION CORP. I

By:

/s/ Gautam Ivatury

Name: Gautam Ivatury

Title:   Chief Executive Officer

[Schedule of Borrowings to Third Amendment to Promissory Note]

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

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Indicate if registrant meets the emerging growth company criteria.

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

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

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

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

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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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Local phone number for entity.

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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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