Form 8-K
8-K — TON Strategy Co
Accession: 0001493152-26-022417
Filed: 2026-05-12
Period: 2026-05-12
CIK: 0001566610
SIC: 6199 (FINANCE SERVICES)
Item: Results of Operations and Financial Condition
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): May 12, 2026
TON
Strategy Company
(Exact
Name of Registrant as Specified in Charter)
Nevada
001-38834
90-1118043
(State
or Other Jurisdiction
(Commission
(IRS
Employer
of
Incorporation)
File
Number)
Identification
No.)
2300
W. Sahara Avenue, Suite
800
Las
Vegas, Nevada
89102
(Address
of Principal Executive Offices)
(Zip
Code)
Registrant’s
Telephone Number, Including Area Code: (855)
250-2300
(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, par value $0.0001
TONX
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
2.02. Results of Operations and Financial Condition.
On
May 12, 2026, TON Strategy Company (the “Company”) issued a press release containing its results of operations and financial
condition for the three months ended March 31, 2026. The full text of the press release is furnished as Exhibit 99.1 to this Current
Report on Form 8-K and incorporated herein by reference.
The
information under this Item 2.02 (including Exhibit 99.1 hereto) is being furnished and shall not be deemed “filed”
for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that
Section, nor shall it be incorporated by reference into any registration statement or other document pursuant to the Securities Act
of 1933, as amended, except as expressly set forth in such filing.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
99.1
Press release issued by the Company dated May 12, 2026.
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.
Date:
May 12, 2026
TON
Strategy Company
By:
/s/
Sarah Olsen
Name:
Sarah
Olsen
Title:
Chief
Financial Officer and Chief Operating Officer
EX-99.1
EX-99.1
Filename: ex99-1.htm · Sequence: 2
Exhibit
99.1
TON
Strategy Company Reports First Quarter 2026 Financial Results
LAS
VEGAS, NV — May 12, 2026 — TON Strategy Company (“TON Strategy” or the “Company”) (Nasdaq:
TONX), a digital asset treasury company dedicated to holding Toncoin ($TON), today reported financial results for the first quarter
ended March 31, 2026 and provided an update on its TON treasury operations.
First
Quarter and Recent Operational Highlights
● Held
approximately 221.9 million units of $TON at March 31, 2026, including approximately 221.2
million units staked. Based on Tonstat data, the Company’s holdings represented approximately
4.29% of all Toncoin, and the Toncoin staked through its infrastructure represented approximately
26.18% of the network. Digital assets held at March 31, 2026 had a fair value of approximately
$272.0 million.
● Earned
approximately 2.2 million units of $TON during the first quarter of 2026, representing approximately
$3.0 million of staking revenue.
● Appointed
Kevin Wilson as Chief Executive Officer, effective May 4, 2026, to lead the Company’s
next phase of execution.
● Supported
recent TON network upgrades that reduced block times, shortened transaction settlement times,
increased throughput, and lowered transaction fees, strengthening TON’s ability to
support high-volume, low-cost applications across payments, Telegram-based services, developer
tools, gaming, and emerging AI-agent use cases.
● Continued
to operate with institutional custody and segregated staking infrastructure as part of an
institutional approach to holding and staking Toncoin.
Financial
Results for the First Quarter 2026
The
Company’s financial results for the first quarter of 2026 reflect the operation of its TON treasury strategy, including staking
activities, alongside its legacy operating businesses.
Total
revenue was $5.3 million and included approximately $3.0 million from staking activities.
Gross
profit was $4.0 million.
Total
costs and expenses were $7.8 million, reflecting costs associated with treasury operations, personnel, reporting, compliance and
the legacy operating businesses.
Loss
from operations was $(3.9) million.
Net
loss before income taxes was $(91.0) million. Net loss included an $(87.9) million unrealized net loss on crypto assets, reflecting
fair value changes in Toncoin holdings during the quarter.
Digital
assets held at March 31, 2026 had a fair value of approximately $272.0 million.
Cash
and restricted cash totaled approximately $35.0 million at March 31, 2026. The Company had no debt on the balance sheet at March
31, 2026.
Subsequent
Events
In
April 2026, The Open Network implemented major upgrades to its execution and consensus infrastructure to improve network
efficiency and validator performance. Through its staking infrastructure and provider relationships, the Company was well positioned
to benefit from increased staking rewards, with gross staking yields rising to 1.39% in April 2026 from 0.34% in March 2026.
The
April 2026 gross staking yield represented approximately a fourfold increase month-over-month and approximately 16.7% on an annualized
basis.
The value of Toncoin
also appreciated significantly in early May following the network upgrades, Telegram’s announcement that it plans to help drive
TON ecosystem growth and infrastructure development, and broader strength across digital asset markets. For example, based on the
value of Toncoin as of May 6, 2026, the 221.9 units of $TON held by the Company as of March 31, 2026 had an estimated
fair value of approximately $433.3 million.
Management
Commentary
Chief
Executive Officer Kevin Wilson stated, “TON Strategy has important strengths in place, including our position as the largest
public company treasury dedicated to Toncoin, active staking operations, a strong balance sheet, and the custody and reporting infrastructure
needed to execute the strategy with transparency. As I step into my role as CEO, my focus is on translating that foundation into a better
understood public company platform for Toncoin exposure and shareholder value.
“We
will continue to manage the treasury through a long-term per-share value lens, with an emphasis on maintaining appropriate liquidity
and evaluating capital allocation thoughtfully. We also see an opportunity to communicate more actively around the TON thesis and the
TON Strategy model. Over time, we intend to prioritize pathways to support deeper liquidity and market access around Toncoin,
while aligning our expenses and investment with the Company’s core treasury strategy, targeting highest return opportunities.
“TON
is becoming increasingly relevant as blockchain activity moves toward faster, lower-cost, high-volume use cases. Telegram gives TON a
unique distribution advantage compared to most networks, and recent upgrades have improved the speed, costs, and usability needed to
support payments, developer tools, Telegram-based applications, and emerging AI-agent activity. We believe TON is uniquely well-suited
for AI agent use cases because the network combines fast, low-cost settlement capability with programmable accounts that operate inside
Telegram. Over time, that combination can support AI agents that can transact and interact directly with services across the TON ecosystem.
Our objective is to position TON Strategy as the U.S.-listed public company built specifically to provide transparent, institutionally
managed exposure to Toncoin.”
Chief
Financial Officer Sarah Olsen added, “The combination of staking productivity and a clean balance sheet with meaningful liquidity
and no debt allows TON Strategy to generate value through the treasury while preserving flexibility to support the strategy over time.
During Q1, we generated approximately 2.2 million $TON through institutional custody and segregated staking infrastructure and recognized
approximately $3.0 million of staking revenue, demonstrating the continued productivity of our staking strategy across a second full
quarter of operations. Furthermore, we were well positioned to capture the uplift in staking yields in April from the network upgrades.
We ended the quarter with approximately $35.0 million of cash and restricted cash, reinforcing the balance sheet strength and financial
flexibility that are central to our approach.”
Conference
Call
TON
Strategy Company’s management will hold a conference call today (May 12, 2026) at 9:00 a.m. Eastern time to discuss these results.
U.S.
dial-in: 1-877-407-0789
International
dial-in: 1-201-689-8562
Conference
ID: 13760424
The
conference call will be broadcast live and available for replay here and via the investor relations section of the Company’s
website.
A
replay of the call will be available on the investor relations section of the Company’s website after the conference call through
May 26, 2026.
Toll-free
replay number: 1-844-512-2921
International
replay number: 1-412-317-6671
Replay
ID: 13760424
About
TON Strategy Company
TON
Strategy Company (Nasdaq: TONX) is focused on the accumulation of $TON – the native cryptocurrency of Telegram’s billion-user
platform – for long-term investment, whether acquired through deployment of proceeds from capital raising activity, staking rewards
or via open market purchases. The Company aims to steadily expand its $TON holdings, stake $TON, and support the development of a tokenized
economy inside Telegram.
In
addition, the Company continues to operate legacy business units, including MARKET.live, a multi-vendor livestream shopping platform,
and LyveCom, an AI-powered social commerce innovator that enables brands and merchants to deliver omnichannel livestream shopping experiences
across websites, apps, and social platforms.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We
intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in
Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical fact contained in this
press release should be considered forward-looking statements, including, but not limited to, statements regarding: our business and
growth strategy; market adoption and access to Toncoin; planned liquidity and market access around Toncoin; return
opportunities; and the performance of our products and services; . Without limiting the foregoing, in some cases, you can
identify forward-looking statements by terms such as “aim,” “anticipate,” “believe,”
“can,” “continue,” “could,” “estimate,” “expect,”
“forecast,” “goal,” “intend,” “may,” “might,” “plan,”
“possible,” “potential,” “predict,” “project,” “should,”
“target,” “will,” “would” or the negative of these terms or other similar expressions, although
not all forward-looking statements contain these words.
Forward-looking
statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance
or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking
statements, including, but not limited to: our incursion of significant net losses and uncertainty whether we will achieve or maintain
profitable operations; our ability to grow and compete in the future, and to execute our business strategy; our decision to implement
a cryptocurrency treasury strategy, whereby we acquire Toncoin, the native cryptocurrency of The Open Network (“TON”) blockchain
and our dependence on TON and Toncoin as a result of this strategy; our ability to maintain and expand our customer base and to convince
our customers to increase the use of our services and/or platform; our financial results and the market price of our common stock may
be affected by the price of Toncoin, and our Toncoin holdings will be less liquid than cash and cash equivalents; changes in the broader
digital asset regulatory landscape and as it relates to TON and Toncoin and our failure to comply with applicable regulatory requirements
and risks related to any actions we may take to prevent or correct such failure; the availability of opportunities to stake Toncoin;
our ability to maintain and expand our customer base and to convince our customers to increase the use of our services and/or platform;
the competitive market in which we operate; our ability to increase the number of our strategic relationships or grow the revenues received
from our current strategic relationships; our ability to develop existing services or acceptable new services that keep pace with technological
developments; our ability to successfully launch new product platforms, including MARKET.live, the rate of adoption of these platforms
and the revenue generated from these platforms; our ability to deliver our services, as we depend on third party providers; our ability
to attract and retain qualified management personnel; our susceptibility to cybersecurity incidents and other disruptions, particularly
as it relates to our holdings of Toncoin; our ability to maintain compliance with the listing requirements of the Nasdaq Capital Market;
the impact of, and our ability to operate our business and effectively manage our growth under evolving and uncertain global economic,
political, and social trends, including legislation banning or otherwise hampering the digital asset landscape, inflation, rising interest
rates, and recessionary concerns; and other important factors discussed in the section entitled “Risk Factors” in our Annual
Report on Form 10-K for the fiscal year ended December 31, 2025, as any such factors may be updated from time to time in our other filings
with the SEC, which are accessible on the SEC’s website at www.sec.gov and our Investor Relations page on our website at www.tonstrat.com/shareholders.
Although
we believe that our plans, intentions, expectations, strategies and prospects as reflected in or suggested by those forward-looking statements
are reasonable, we can give no assurance that the plans, intentions, expectations or strategies will be attained or achieved. The forward-looking
statements in this press release are based on information available to us as of the date hereof, and we disclaim any obligation to update
any forward-looking statements, except as required by law. These forward-looking statements should not be relied upon as representing
our views as of any date subsequent to the date of this press release.
Investor
Relations and Media Contact:
Gateway
Group, Inc.
949-574-3860
TONX@gateway-grp.com
-Financial
Tables to Follow-
TON
STRATEGY COMPANY
CONSOLIDATED
BALANCE SHEETS
(in
thousands, except share and per share data)
March
31, 2026
December
31, 2025
(unaudited)
ASSETS
Current
assets
Cash
and cash equivalents
$ 34,784
$ 39,493
Restricted
cash
169
169
Accounts
receivable, net of allowance for credit losses of $5 as of March 31, 2026 and December 31, 2025
438
441
ERC
receivable – short-term
734
734
Prepaid
expenses and other current assets – related parties
150
163
Prepaid
expenses and other current assets
1,086
1,364
Total
current assets
37,361
42,364
Long-lived
assets, net
366
389
Intangible
assets, net
60
48
Goodwill
5,165
5,165
TON
- unrestricted
72,446
89,628
TON
- restricted
199,580
267,181
Other
non-current assets – related party
2,753
2,790
Other
non-current assets, net of allowance for credit losses of $357 and $310 as of March 31, 2026 and December 31, 2025, respectively
3,933
3,599
Total
assets
$ 321,664
$ 411,164
LIABILITIES
AND STOCKHOLDERS’ EQUITY
Current
liabilities
Accounts
payable
$ 1,715
$ 1,874
Accounts
payable – related parties
306
269
Accrued
expenses
1,034
589
Contract
liabilities
36
155
Accrued
payroll
416
828
Accrued
officers’ compensation
1,424
245
Operating
lease liabilities, current
105
129
Contingent
liability, current
-
500
Total
current liabilities
5,036
4,589
Long-term
liabilities
Contingent
liability, non-current
-
100
Operating
lease liabilities, non-current
63
80
Total
liabilities
5,099
4,769
Commitments
and contingencies (Note 11)
Stockholders’
equity
Common
stock, $0.0001 par value, 400,000,000 shares authorized, 56,530,617 shares issued and outstanding as of March 31, 2026 and December
31, 2025
6
6
Additional
paid-in capital
744,329
743,207
Accumulated
deficit
(427,763 )
(336,725 )
Total
stockholders’ equity in Ton Strategy Company
316,572
406,488
Non-controlling
interests
(7 )
(93 )
Total
stockholders’ equity
316,565
406,395
Total
liabilities and stockholders’ equity
$ 321,664
$ 411,164
TON
STRATEGY COMPANY
CONSOLIDATED
STATEMENTS OF OPERATIONS
(in
thousands, except share and per share data)
Three
Months Ended March 31,
2026
2025
Revenue
$
$
TON
2,032
-
TON
– related party
970
-
MARKET.live
1,704
561
Go
Fund Yourself
547
744
Total
Revenue
5,253
1,305
Cost of revenue
TON
156
-
MARKET.live
(For the three months ended March 31, 2026 and 2025 includes amortization of $0 and $249, respectively)
964
424
Go
Fund Yourself
176
172
Total
Cost of Revenue
1,296
596
Gross
profit
3,957
709
Operating
expenses
Depreciation
and amortization
19
37
General
& administrative - related parties
1,026
933
General
and administrative
6,797
2,398
Total
operating expenses
7,842
3,368
Operating
loss
(3,885 )
(2,659 )
Other
income (expense), net
Interest
income
340
121
Unrealized
gain (loss) on investments
(64 )
83
Other
income (expense), net
(87,343 )
17
Total
other income (expense), net
(87,067 )
221
Net
loss before income taxes
(90,952 )
(2,438 )
Income
tax expense (benefit)
-
-
Net
loss
(90,952 )
(2,438 )
Less:
Net income attributable to non-controlling interests
86
126
Net
loss attributable to Ton Strategy Company and its common stockholders
(91,038 )
(2,564 )
Loss
per share from operations– basic and diluted
$ (1.56 )
$ (2.51 )
Weighted
average number of common shares outstanding – basic and diluted
58,208,613
1,019,801
TON
STRATEGY COMPANY
CONSOLIDATED
STATEMENTS OF CASH FLOWS
(in
thousands)
Three
Months Ended March 31,
2026
2025
Operating
Activities:
Net
loss
$ (90,952 )
$ (2,438 )
Adjustments
to reconcile net loss to net cash used in operating activities:
Depreciation
and amortization
19
286
Share-based
compensation
1,122
958
Reserve
for credit losses
47
-
Unrealized
(gain) loss on investments
64
(83 )
Non-cash
consideration received in the form of convertible promissory notes
(445 )
-
Non-cash
consideration received in the form of TON
(2,032 )
-
Non-cash
consideration received in the form of TON – related party
(1,119 )
-
Non-cash
transaction fees paid with Digital Assets
6
-
Unrealized
loss on fair value of Digital Assets
87,928
-
Effect
of changes in assets and liabilities:
Accounts
receivable
3
(882 )
ERC
receivable
-
1,724
Prepaid
expenses and other non-current and current assets – related parties
50
-
Prepaid
expenses and other current assets
278
-
Operating
lease right-of-use assets
14
33
Accounts
payable, accrued expenses, and accrued interest
489
(743 )
Contract
liabilities
(119 )
104
Operating
lease liabilities
(40 )
(29 )
Net
cash used in operating activities
(4,687 )
(1,070 )
Investing
Activities:
Purchases
of investments – trading securities
-
(507 )
Proceeds
from sale of investments – trading securities
-
421
Purchases
of property and equipment
(9 )
(66 )
Purchases
of intangible assets
(12 )
-
Net
cash used in investing activities
(21 )
(152 )
Financing
Activities:
Payment
of note payable
-
(118 )
Net
cash used in financing activities
-
(118 )
Net
change in cash and restricted cash
(4,708 )
(1,340 )
Cash,
cash equivalents and restricted cash - beginning of period
39,661
8,495
Cash,
cash equivalents and restricted cash - end of period
$ 34,953
$ 7,155
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Two-character EDGAR code representing the state or country of incorporation.
+ References
No definition available.
+ Details
Name:
dei_EntityIncorporationStateCountryCode
Namespace Prefix:
dei_
Data Type:
dei:edgarStateCountryItemType
Balance Type:
na
Period Type:
duration
X
- 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
Name:
dei_EntityRegistrantName
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- 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
+ Details
Name:
dei_EntityTaxIdentificationNumber
Namespace Prefix:
dei_
Data Type:
dei:employerIdItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Local phone number for entity.
+ References
No definition available.
+ Details
Name:
dei_LocalPhoneNumber
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
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 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
Name:
dei_PreCommencementIssuerTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
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Period Type:
duration
X
- 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
+ Details
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dei_PreCommencementTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
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X
- 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
+ Details
Name:
dei_Security12bTitle
Namespace Prefix:
dei_
Data Type:
dei:securityTitleItemType
Balance Type:
na
Period Type:
duration
X
- 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:
dei_
Data Type:
dei:edgarExchangeCodeItemType
Balance Type:
na
Period Type:
duration
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
Name:
dei_SolicitingMaterial
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Trading symbol of an instrument as listed on an exchange.
+ References
No definition available.
+ Details
Name:
dei_TradingSymbol
Namespace Prefix:
dei_
Data Type:
dei:tradingSymbolItemType
Balance Type:
na
Period Type:
duration
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
+ Details
Name:
dei_WrittenCommunications
Namespace Prefix:
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Data Type:
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Period Type:
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