Form 8-K

8-K — Greenland Energy Co

Accession: 0001829126-26-006766

Filed: 2026-06-23

Period: 2026-06-23

CIK: 0002093507

SIC: 1381 (DRILLING OIL & GAS WELLS)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — greenlandenergy_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (greenlandenergy_ex99-1.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):

June 23,

2026

GREENLAND ENERGY COMPANY

(Exact name of registrant as specified in its charter)

Texas

333-291171

39-4828593

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

3400 East Bayaud Avenue, Suite 400

Denver,

Colorado

80209

Registrant’s telephone

number, including area code: (918)

361-7000

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

Common Stock, $0.0001 par value per share

GLND

The Nasdaq Stock Market LLC

Warrants to purchase Common Stock

GLNDW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 under 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.

On June 23, 2026, Greenland Energy Company (the

“Company”) made available an updated investor presentation that the Company intends to use from time to time in meetings and

communications with investors, analysts and other interested parties. A copy of the investor presentation is furnished as Exhibit 99.1

to this Current Report on Form 8-K and is incorporated herein by reference.

The investor presentation includes information

regarding, among other matters, the Company’s Jameson Land Basin opportunity in East Greenland, the Company’s rights to earn

an interest in the Jameson Land license position through funded drilling milestones, the OPW-1 and OPW-6 drilling program, prospective

resource estimates, execution partners, mobilization and field-readiness activities, and other corporate and operational matters.

The investor presentation also includes references

to prospective resources, exploration targets, operational milestones, estimated drilling costs, partner and mobilization matters, and

other information that is subject to the limitations, assumptions and qualifications set forth in the presentation, including the forward-looking

statement and resource disclosure contained therein.

The investor presentation will be available on

the Investor Relations section of the Company’s website at greenlandenergyco.com. The information contained on, or accessible through,

the Company’s website is not incorporated by reference into this Current Report on Form 8-K and should not be considered part of

this report.

The information in this Item 7.01, including Exhibit

99.1, is being 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, and shall not be deemed incorporated

by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set

forth by specific reference in such filing.

Forward-Looking Statements

This Current Report on Form 8-K and Exhibit 99.1

furnished herewith contain forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities

Litigation Reform Act of 1995. All statements contained in this Current Report and Exhibit 99.1 other than statements of present or historical

fact, including statements regarding Greenland Energy Company’s future financial performance, business strategy, operations, financial

position, estimated revenues and losses, projected costs, prospects, plans, management objectives, expected benefits of the Company’s

recent business combination, exploration plans, drilling activities, timing, capital needs, financing plans, regulatory approvals, prospective

resources, earn-in rights, license matters, strategic partnerships, field-readiness activities, infrastructure mobilization and planned

OPW-1 and OPW-6 activities, are forward-looking statements.

Forward-looking statements are generally identified

by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,”

“intend,” “expect,” “should,” “would,” “plan,” “project,” “forecast,”

“potential,” “predict,” “target” or similar expressions, although not all forward-looking statements

contain such identifying words. These statements are based on management’s current expectations, assumptions and beliefs, are not

guarantees of future performance and involve risks and uncertainties, many of which are difficult to predict and beyond the Company’s

control, that could cause actual results to differ materially.

Factors that could cause actual results to differ

materially include, among others, exploration and geological risks, including the Company’s development-stage status, limited operating

history, lack of revenues or proved reserves, uncertainty in prospective resource estimates, limited seismic data, geological complexity,

lack of prior commercial discovery in the basin and high-cost frontier exploration; operational and environmental risks, including remote

Arctic operations, extreme weather, limited infrastructure, seasonal access windows, drilling hazards, environmental releases, climate

change scrutiny and reliance on third-party contractors; regulatory and political risks, including drilling restrictions, grandfathered

license limitations, permitting requirements, geopolitical developments and potential forfeiture of working-interest rights if drilling

milestones are not met; and financial and capital risks, including significant capital needs, commodity price volatility, long development

timelines, going-concern uncertainty, energy transition risks, public company compliance costs, Nasdaq listing requirements and trading-price

volatility. Recipients should review the Company’s SEC filings, including its Proxy Statement/Prospectus dated February 18, 2026,

its most recent Form 10-Q and subsequent filings, for a more complete discussion of risks and uncertainties.

This Current Report and Exhibit 99.1 include resource

estimates, drilling targets, operational milestones, timing expectations, industry data and other estimates and assumptions, including

references to prospective recoverable resources, exploration prospects and planned OPW-1 and OPW-6 activities. Prospective resources are

inherently uncertain, have not been confirmed by drilling, do not constitute proved reserves and are not a guarantee of commercial discovery,

production, revenue, cash flow or economic return. Industry and third-party data are provided for informational purposes only, and no

representation is made as to their accuracy or completeness.

To the extent this Current Report or Exhibit 99.1

includes non-GAAP financial measures or financial, operating or technical metrics, such measures are provided for supplemental informational

purposes only and should not be considered in isolation from, or as a substitute for, GAAP financial information or the relevant definitions,

assumptions and limitations.

This Current Report and Exhibit 99.1 are for informational

purposes only and do not constitute an offer to sell, a solicitation of an offer to buy or a recommendation to purchase or sell any securities.

Any securities offering, if made, will be made only pursuant to definitive offering documents and applicable securities laws. Forward-looking

statements speak only as of the date they are made, and the Company undertakes no obligation to update or revise any forward-looking statements,

whether as a result of new information, future events or otherwise, except as required by applicable law.

The cautionary statements, risk factors, limitations

regarding prospective resources, third-party and industry data, non-GAAP financial measures and other assumptions and qualifications contained

in Exhibit 99.1 are incorporated by reference into this Item 7.01.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Investor Presentation dated June 23, 2026

104

Cover Page Interactive Data File

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on

its behalf by the undersigned hereunto duly authorized.

Dated: June 23, 2026

GREENLAND ENERGY COMPANY

By:

/s/

Robert Price

Name:

Robert Price

Title:

Chief Executive Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: greenlandenergy_ex99-1.htm · Sequence: 2

Exhibit

99.1

A New Energy Frontier (NASDAQ:GLND | GLNDW) 1

This presentation is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer t o b uy any securities. Any offering will be made only pursuant to definitive offering documents filed with the SEC. This presentation co nta ins "forward - looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical fact are forward - looking statements, including statemen ts regarding business strategy, exploration and drilling plans (including OPW1 and OPW6 timing and results), projected costs, prospective resource estimates, infrastructure mobilization, financing plans and future performance. These statements are bas ed on current expectations and are not guarantees of future performance. Actual results may differ materially due to risks includin g: ( i ) exploration and geological risks, including the Company's development - stage status, no proved reserves, no prior commercial discovery in the basin, uncertainty in prospective resource estimates, and limited seismic data; (ii) operational risks, incl udi ng remote Arctic conditions, extreme weather, seasonal access constraints, drilling hazards, environmental risks and contractor relianc e; (iii) regulatory and political risks, including Greenland's moratorium on new exploration licenses, grandfathered license limitatio ns, milestone - based forfeiture risk and geopolitical developments; and (iv) financial risks, including significant capital needs, co mmodity price volatility, going - concern uncertainty, SPAC - related risks, warrant dilution and Nasdaq compliance requirements. Prospective resource estimates (including gross un - risked 3U figures from Sproule - ERCE) are not reserves, have not been confirme d by drilling and are not a guarantee of discovery, production or economic return. Financial data herein is preliminary, unaudi ted and pro forma unless otherwise noted. Non - GAAP measures are supplemental and should not substitute for GAAP information. Industry data has not been independently verified. Recipients should review the Company's SEC filings, including its Proxy Statement/Prospectus (Feb. 18, 2026), most recent For m 1 0 - K, Form 10 - Q and subsequent Form 8 - K filings, for a complete discussion of risks. Forward - looking statements speak only as of th e date made; the Company assumes no obligation to update them except as required by law. This presentation shall not be deemed filed or incorporated by reference into any SEC filing. Consult your own advisors before making any investment decision. Disclaimer & Forward - looking Statements 2

Jameson Land Basin Opportunity ARCO Legacy Historically validated hydrocarbon system studied extensively Advancing Towards First Drilling High - graded Phase I exploration targets with field execution underway. OPW1 expected in Q4 2026; OPW6 expected in Q1 2027 Near - Term Catalysts Infrastructure mobilization underway, road construction planned Up to 13.0 Billion Barrels 2 Independent engineering estimate of gross oil potential (gross un - risked 3U prospective recoverable oil) $275M+ Historic Investment Historically invested in exploration, infrastructure, logistics adjusted for today's dollars 70% Earn - In Structure Up to 70% basin interest upon completion of two wells with favorable farm - out and royalty structure Rights to Basin Scale Interest Approximately 2.1 million acres across 3 exclusive licenses covering the entire Jameson Land license position Fully Funded Drilling Program 1 The company has raised ~$80 million in the past 12 months, fully funding its Phase I exploration program, with estimated costs of $40 million for Well 1 and $20 million for Well 2 3 1. Based on current cost estimates. Actual costs may vary materially. Additional capital may be required and may not be avail abl e on favorable terms. 2. Gross un - risked 3U prospective recoverable oil per Sproule - ERCE (Sept. 2025), which is unconfirmed by drilling. May not be re presentative of actual recoverable reserves and there is no assurance of commercial discovery.

Leadership Larry G. Swets, Jr. Executive Chairman • Extensive board experience across public and private companies in financial services, insurance, fintech, and industrial sectors • 25+ years of experience in financial services across executive and non - executive roles • Active leadership in public companies: ▪ CEO of FG Imperii Acquisition Corp. (FGII) ▪ Director of Twin Vee Powercats Co. (VEEE) ▪ Director of BOXABLE. (FGMC) Robert Price Chief Executive Officer • CEO and director; seasoned energy executive and entrepreneur • 30+ years of experience in exploration & production (E&P), manufacturing, and strategic acquisitions • Founder and President of Brooks Energy Company (since 1991), focused on U.S. oil & gas E&P • Former Managing Partner at LN Energy; owns a 68 BCF natural gas field in Italy Ashiq Merchant Chief Financial Officer • Senior finance executive with 25+ years of experience in multinational, publicly listed energy companies • Worked at BP (2000 – 2025) in progressively senior finance roles across upstream and downstream operations in the Middle East and North America Joe Moglia Executive Advisor to the Board • Former CEO of TD Ameritrade (2001 - 2008) • 30+ years of experience in financial services, capital markets, and corporate leadership Roderick Mcllree Director • CEO of 80 Mile PLC (LSE: 80M.L) • 20+ years of experience in Greenland's mining sector, covering M&A, project generation, mine development, and production. 4

Partnerships with Leading Industry Veterans Halliburton, IPT, and Stampede Drilling are mobilizing their personnel and equipment to Optimally Positioned Wells (OPW 1 and OPW 6 ) Engineering Drilling Operations Logistics and Service Provider 5

Arctic Resources Jameson Land Basin USGS Estimates the Arctic Circle contains: • 30% of the world’s undiscovered natural gas resources 1 • 13% of the world’s undiscovered oil resources 2 • 7 Arctic basins with over 360 billion BOE, including the East Greenland Rift Basin 3 • ARCO ranked Jameson Land Basin as top hydrocarbon prospect in Greenland – with similar 70 degrees Latitude as Prudhoe Bay 4 1: United States Geological Survey 2: Arctic oil and natural gas resources - U.S. Energy Information Administration (EIA) 3: https://geology.com/articles/arctic - oil - and - gas/ 4: 060302301_factsheet_PB.pdf 6

Geological Indicators Basin indicators, resource potential, and exploration upside. Basin Indicators Surface Oil & Gas Seepages Genetic Match to North Sea Oil Systems Extensive Historical Seismic Coverage Modern Seismic Reprocessing Completed Exploration Upside Results from OPW 1 and OPW 6 will expand resource understanding further. The basin represents one of the few remaining large - scale frontier hydrocarbon systems with majority basin license exposure. Resource Potential Up to 13.0 Billion Barrels 1 • Reprocessed seismic data • Surface hydrocarbon indicators • Structural interpretation Seismic Testing Independent engineering estimates indicate up to approximately 13.0 billion barrels gross un - risked 3U prospective recoverable oil. Modern seismic reprocessing has significantly improved image quality and structural definition. Conﬁdence Drivers 7 1. Gross un - risked 3U prospective recoverable oil per Sproule - ERCE (Sept. 2025), which is unconfirmed by drilling. May not be re presentative of actual recoverable reserves and there is no assurance of commercial discovery.

Jameson Land Basin – Mid Norway / Barents Sea • Upper Permian • Carbonate build - ups on local highs (Loppa High, Barents Sea) • Inter - high platform carbonates and clastics (Loppa High, Barents Sea) • Deeper basinal shales • Triassic – Jurassic • Transition from fluvial playa to lacustrine delta to shoreface marine clastics • Goliat, Johan Castberg, Skalle - Barents Sea • Heidrun, Skuld - Mid Norway, • Strathmore - East Solan Basin, UKCS Jameson Land Basin Barents Sea Mid Norway Play Analogues 8

Direct Hydrocarbon Observations Oil and Gas Seeps At Surface and Genetic Match to North Sea Oil 9

Proposed Well Locations ARCO seismic data reprocessed with advanced technology SW NE OPW 1 Line 2 Line 1 OPW 1 1: P10 Resource Estimate, Sproule - ERCE September 1, 2025 Report 10

Decades of Basin Validation Leading to the First Modern Drilling Campaign Project Timeline 1970s - 1990 ARCO/ENI Exploration 2014 - 2018 White Flame Secures Basin Licenses 1970s - 2018: Early Exploration ARCO and ENI conduct ed field mapping, sampling, gravity/magnetic work, and 1,800 km of 2D seismic. ARCO buil t key regional infrastructure including the still active Constable Point Airfield. Basin remains undrilled after ARCO exit ed Greenland . In 2014, White Flame was awarded the Jameson Land licenses, commissions the first non - government reassessment since the 1990s, reprocesses historical 2D seismic, complete d FTG/LiDAR work, and expand ed acreage to secure the onshore basin position. 2021 - Sep. 2025: Basin Rights Greenland announces it will stop issuing new hydrocarbon exploration licenses, but White Flameʼs existing licenses remain valid. 80 Mile completes acquisition of White Flame and the Jameson license position, consolidating control of the three exploration/exploitation licenses. Greenland Energy Company will fund the first two exploration wells. Structure 1 : 50% working interest after first well completion; 70% after second well completion. Oct. 2025 onwards : Development and drilling Heavy equipment arrive d by barge in Oct. 2025 . Greenland Energy form ed through business combination, list ed on Nasdaq as GLND, secure d Stampede, Desgagnés, Halliburton, and close d SPAC merger and public offering; totaling $ 8 0M . First modern exploration well s targeted for Q4 202 6 through Q1 2027 2 20 21 - 20 24 Licenses Grandfathered; 80 Mile acquire White Flame May – Sep 2025 GLND Earn - In Agreement Oct 2025 – Apr 2026 Mobilization and public platform built Q4 2026 OPW Drilling Targets 11 1. 50% working interest earned upon first well completion; 70% upon second. Subject to milestone conditions; interest may be for fei ted if milestones are not met. 2. Based on current cost estimates. Actual costs may vary materially. Additional capital may be required and may not be availabl e o n favorable terms.

Key Basin Metrics 3 Exclusive Licenses 2.1 Million Approximate acres Covered by License Position 1,800 km Approximate 2D Seismic Coverage 13.0 Bn Estimated barrels Gross Un - risked 3U Recoverable Oil Jameson Land Basin statistics & resource potential 12 58 Identified prospective drill sites $275M+ Historical Investment, in Today's Dollars Gross un - risked 3U prospective recoverable oil per Sproule - ERCE (Sept. 2025), which is unconfirmed by drilling. May not be repre sentative of actual recoverable reserves and there is no assurance of commercial discovery.

Near - Term Execution Milestones Oct. 20 25 Done Heavy equipment mobilized by barge . 13 Q1 2026 Logistical planning . Q2 2026 Purchasing of long - lead items Q3 2026 Mobilization of Drilling Rig, supplies and other equipment to Montreal Canada Q4 2026 Phase I Drilling Program OPW 1 Q1 2027 Phase I Drilling Program OPW 6 Based on current cost estimates. Actual costs may vary materially. Additional capital may be required and may not be availabl e o n favorable terms. Value Creation Time

Largest Oil Fields in the World 1 (Now Significantly Depleted) Independent engineering report prepared by Sproule - ERCE indicates 13+ billion barrel of oil (P10). The Company estimates the Jameson Land Basin may have significantly more barrels of oil with further evaluation of the deeper horizons, more densely conducted seismic surveys, and evaluation of unconventional resources. Recoverable Oil (Billion Barrels) Location Field Name 88+ Saudi Arabia Ghawar Field 66+ Kuwait Burgan Field 66 Iran Gachsaran Field 30+ Venezuela Bolivar Coastal Field 30 Saudi Arabia Safaniya Oil Field 30 Kazakhstan Kashagan Field 28 Iran Aghajari Field 26+ Kazakhstan Tengiz Field 25 Iran Ahvaz Field 21 UAE Upper Zakum Oil Field 18+ Mexico Cantarell Field 16 China Daqing Field 13+ Greenland Jameson Land Basin Jameson Land Basin Holds the Potential For Being a Top Oil Field in the World 14 1.Listed fields reflect proved reserves from producing assets. Jameson Land figure is un - risked 3U prospective resources (Sproul e - ERCE, Sept. 2025), not proved reserves. Provided for illustrative purposes only, not intended to represent a comparable classification.

Infrastructure & Logistics Current Mobilization 2.1 Million Acres Approximate U ndeveloped land 58 Identiﬁed Prospects Of potential hydrocarb o n hotspots Investments in: • Seismic Reprocessing • Equipment Purchases including Trucks, Cranes, Bulldozers and Excavator • Housing Facilities • Logistics Infrastructure • Equipment Mobilization • Operational Planning • Equipment Transport underway • Beach landing operations planned • 3 Mile Inland Road Construction planned • Rig preparation in progress 15

Fully Funded Phase I Execution Plan ~ $81 Million Gross capital raised over the past 12 months, including SPAC trust proceeds of ~$11 Million and April offering of $70 million; 16 Capital Deployment Focus: • OPW - 1 / OPW - 6 procurement • Long - lead materials • Logistics • Equipment • Crews • Working capital • Public company costs

Capital Structure Snapshot Insider Ownership 16.9% Robert Price (CEO) 1.80% Larry Swets Jr. (Executive Chairman) 4.2% Roderick Mcillree (Director) 24.9% All directors and executive officers 17 GLND Common shares / equivalents ~ 43.7 million O/S after the April 2026 offering, assuming exercise of pre - funded warrants and excluding common warrant exercises . . GLNDW Common Warrants 17.5 million, exercisable at $5.00 per share, expiring five years from issuance (2031) Total Debt No Debt . Source: Per the Company's prospectus dated April 29, 2026 (Rule 424(b)(3)). For illustrative purposes only; not a substitute for GAAP financial statements. See SEC filings.

Jameson Land Basin Opportunity ARCO Legacy Historically validated hydrocarbon system studied extensively Advancing Towards First Drilling High - graded Phase I exploration targets with field execution underway. OPW1 expected in Q4 2026; OPW6 expected in Q1 2027 Near - Term Catalysts Infrastructure mobilization underway, road construction planned Up to 13.0 Billion Barrels 2 Independent engineering estimate of gross oil potential (gross un - risked 3U prospective recoverable oil) $275M+ Historic Investment Historically invested in exploration, infrastructure, logistics adjusted for today's dollars 70% Earn - In Structure Up to 70% basin interest upon completion of two wells with favorable farm - out and royalty structure Rights to Basin Scale Interest Approximately 2.1 million acres across 3 exclusive licenses covering the entire Jameson Land license position Fully Funded Drilling Program 1 The company has raised ~$80 million in the past 12 months, fully funding its Phase I exploration program, with estimated costs of $40 million for Well 1 and $20 million for Well 2 18 1. Based on current cost estimates. Actual costs may vary materially. Additional capital may be required and may not be avail abl e on favorable terms. 2. Gross un - risked 3U prospective recoverable oil per Sproule - ERCE (Sept. 2025), which is unconfirmed by drilling. May not be re presentative of actual recoverable reserves and there is no assurance of commercial discovery.

Unlocking the potential of one of the largest undeveloped arctic energy basins. greenlandenergyco.com | @GL_Energy_Co | Greenland Energy Company NASDAQ: GLND | GLNDW 19

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Code for the postal or zip code

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Name of the state or province.

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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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-Name Exchange Act

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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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-Name Securities Act

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-Section B

-Subsection 2

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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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No definition available.

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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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-Publisher SEC

-Name Exchange Act

-Number 240

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-Subsection b-2

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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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-Section 13e

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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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-Subsection d1-1

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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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