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Form 8-K

sec.gov

8-K — Advasa Holdings, Inc.

Accession: 0001493152-26-046138

Filed: 2026-10-07

Period: 2026-10-07

CIK: 0002084227

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

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):

October

7, 2026 (October 6, 2026)

ADVASA

HOLDINGS, INC.

(Exact

Name of Registrant as Specified in Its Charter)

Delaware

(State

or Other Jurisdiction of Incorporation)

001-43445

39-3819559

(Commission

File

Number)

(IRS

Employer

Identification

No.)

1-2-7

Moto-Akasake, Minato-ku, Tokyo, Japan

107-0051

(Address

of Principal Executive Offices)

(Zip

Code)

+81-3-6868-5538

(Registrant’s

Telephone Number, Including Area Code)

N/A

(Former

Name or Former Address, if Changed Since Last Report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2. below):

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbols

Name

of each exchange on which registered

Common

Stock, par value $0.00001

ADBT

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 (17 CFR §230.405)

or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers.

Appointment

of Chief Financial Officer

On

October 6, 2026, William Witherspoon, independent director of the board of directors (the “Board”) of Advasa Holdings,

Inc. (the “Company”) and the Company entered into an employment agreement (the “Employment Agreement”),

effective as of October 6, 2026 (the “Employment Agreement Effective Date”), pursuant to which Mr. Witherspoon will

serve as Chief Financial Officer of the Company. Grady Ryther, the Company’s Chief Executive Officer, who has been serving as

interim Chief Financial Officer since the departure of the Company’s prior Chief Financial Officer, Katharyn Field, on August

27, 2026, shall step down from his role as interim Chief Financial Officer in connection with Mr. Witherspoon’s appointment.

Mr. Witherspoon will continue as a member of the Board as a non-independent director, however Mr. Witherspoon will step down from

his roles on the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee of Board.

Mr.

Witherspoon has served as an independent director and a member of the Audit Committee, Compensation Committee and Nominating and Corporate

Governance Committee of the Company since June 24, 2026. Mr. Witherspoon is a U.S. citizen. Mr. Witherspoon has served as Asset Acquisition

Manager for UMcapital since January 2025, supporting the confirmation and preparation of in-ground and SKR assets for potential acquisition.

Since January 2020, he has also served as Principal of Hubert Development, where he leads multifamily and commercial real-estate projects

through acquisition, pre-development, financing, construction, and stabilization. From January 2017 to present, he has concurrently worked

as a Financial and Settlement Consultant with Forge Consulting, advising high-net-worth clients on trust, estate, insurance, and long-term

financial strategies. He has also continued operating Shire Gate Farm, founded in 2007, and Four Paws Pet Resort, founded in 2005, both

of which remained active during the past five years. Mr. Witherspoon holds an M.B.A. from George Washington University and a B.S. in

Housing & Community Development from the University of Georgia.

Mr.

Witherspoon has no family relationships with any of the Company’s directors or executive officers, and he is not a party to, and

does not have any direct or indirect material interest in, any transaction requiring disclosure under Item 404(a) of Regulation S-K.

Pursuant

to the Employment Agreement, Mr. Witherspoon will be paid an annual base salary of $200,000. In addition, Mr. Witherspoon shall be eligible

to receive discretionary bonuses and discretion grants of equity of the Company, as determined by the Board or authorized compensation

committee in their sole and absolute discretion. Pursuant to the Employment Agreement, Mr. Witherspoon shall be entitled to fringe benefits

consistent with the practices of the Company, and to the extent the Company provides similar benefits to the Company’s executive

officers. Mr. Witherspoon shall also be entitled to reimbursement for all reasonable and necessary out-of-pocket business, entertainment

and travel expenses incurred by Mr. Witherspoon in connection with his performance as Chief Financial Officer and in accordance with

the Company’s expense reimbursement policies and procedures available to similarly situated executives.

The

Employment Agreement is at will, and either party to the agreement may terminate it at any time. Mr. Witherspoon will give at least thirty

(30) days’ prior written notice in the case of any such resignation. Pursuant to the Employment Agreement, Mr. Witherspoon agreed

to be bound by certain confidentiality and other standard covenants contained therein.

The

foregoing description of Employment Agreement is qualified in its entirety by reference to the text of such agreement, which is filed

as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

10.1

Employment Agreement, dated October 6, 2026, by and between the Company and William Witherspoon

104

Cover

Page Interactive Data File (formatted as Inline XBRL)

1

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Dated:

October 7, 2026

Advasa

Holdings, Inc.

By:

/s/

Grady Ryther

Name:

Grady

Ryther

Title:

Chief

Executive Officer

2

EX-10.1

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit 10.1

Executive

Employment Agreement

Dated

as of October 6, 2026

This

Executive Employment Agreement (the “Agreement”) dated as of the date first set forth above (the “Effective Date”)

is entered into by and between Advasa Holdings, Inc., a Delaware corporation (the “Company”) and William Witherspoon (the

“Executive”). The Company and Executive may collectively be referred to as the “Parties” and each individually

as a “Party.”

WHEREAS,

the Company now desires to employ the Executive as the Chief Financial Officer of the Company and the Executive desires to serve in such

capacity on behalf of the Company, in each case subject to the terms and conditions herein;

NOW,

THEREFORE, in consideration of the promises and of the mutual covenants and agreements hereinafter set forth, and for other good and

valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Executive hereby agree as follows:

Section

1. Employment.

(a)

At-Will

Employment. Employment is at will, and either Party may terminate it at any time, for any reason or no reason. The Executive will

give at least thirty (30) days’ prior written notice of resignation. The Company may waive all or part of any notice period, place

the Executive on paid leave during it, or pay Base Salary in lieu of it. The period of time during which the Company employs executive

shall be referred to as the “Term.”

(b)

Duties.

The Company hereby appoints Executive, and Executive shall serve, as the Chief Financial Officer of the Company and shall report

to the Chief Executive Officer of the Company (the “CEO”) and the Board of Directors of the Company (the “Board”)

and to such other persons as designated by the Board. The Executive shall have such duties and responsibilities as are consistent

with Executive’s position with the Company. In addition, the Executive shall perform all other duties and accept all other

responsibilities incident to such position as may reasonably assigned to Executive by the Board.

Section

2. Compensation and Other Benefits. As compensation for the services to be rendered hereunder, during the Term the Company shall

pay to the Executive the salary and bonuses, and shall provide the benefits, as set forth in this ‎Section 2.

(a)

Base

Salary. The Company shall pay to the Executive an initial annual base salary of $200,000 (Two Hundred Thousand Dollars), payable

on a monthly basis commencing on the Effective Date (as the same may be adjusted herein, the “Base Salary”). The Base

Salary shall be paid in accordance with the Company’s payroll policies.

(b)

Bonus.

The Executive shall be eligible to receive discretionary bonuses and discretion grants of equity of the Company, as determined by

the Board or authorized compensation committee in their sole and absolute discretion. No amount, percentage, grant date, vesting,

or bonus is promised by this agreement. Any approved equity grant will be governed by the applicable plan and separate award agreement,

including trading, reporting, tax, and clawback terms.

(c)

Fringe

Benefits. During the Term, the Executive shall be entitled to fringe benefits consistent with the practices of the Company, and

to the extent the Company provides similar benefits to the Company’s executive officers. The Company reserves the right to

modify, amend, or terminate any employee benefit plan in its sole discretion.

(d)

Business

Expenses. The Executive shall be entitled to reimbursement for all reasonable and necessary out-of-pocket business, entertainment

and travel expenses incurred by the Executive in connection with the performance of Executive’s duties hereunder and in accordance

with the Company’s expense reimbursement policies and procedures available to similarly situated executives

Section

3. Payment Clawback Requirements. Each Annual Bonus, any other incentive-based compensation (as defined under Section 10D of the

Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10D-1 thereunder), and each other amount

payable under this Agreement, is subject to any compensation recovery or clawback policy of the Company as in effect from time to time

(including any policy adopted to comply with Section 10D of the Exchange Act, Rule 10D-1 thereunder and the applicable listing standards

of the exchange on which the Public Company’s securities are listed), Section 304 of the Sarbanes-Oxley Act of 2002 and applicable

law. For the avoidance of doubt, RSUs that vest based solely on continued service are not incentive-based compensation for purposes of

any policy adopted to comply with Rule 10D-1, but remain subject to Section 304 of the Sarbanes-Oxley Act of 2002 and any other recovery

required by applicable law. The Executive will promptly repay any amount required to be recovered.

Section

4. Post-Termination Assistance. Upon the Executive’s termination of employment with the Company, the Executive agrees to

fully cooperate in all matters relating to the winding up or pending work on behalf of the Company and the orderly transfer of work to

other employees of the Company following any termination of the Executives’ employment. The Executive further agrees that Executive

will provide, upon reasonable notice, such information and assistance to the Company as may reasonably be requested by the Company in

connection with any audit, governmental investigation, litigation, or other dispute in which the Company is or may become a party and

as to which the Executive has knowledge; provided, however, that (i) the Company agrees to reimburse the Executive for any related out-of-pocket

expenses, including travel expenses, and (ii) any such assistance may not unreasonably interfere with Executive’s then current

employment.

Section

5. Confidentiality. During and after employment, the Executive will hold in strict confidence and will not use or disclose except

in performing the Executive’s duties, all non-public information concerning the Company Group or its business, technology, finances,

investors, transactions, customers, suppliers or personnel, in any form (“Confidential Information”). Confidential Information

excludes information that becomes public without breach by the Executive or is lawfully obtained from a third party without a confidentiality

duty. The Executive’s obligations will continue for as long as the information remains confidential and, for trade secrets, for

as long as applicable law protects them.

Section

6. Intellectual Property Rights.

(a)

Definition

of Work Product. As used in this Agreement, the term “Work Product” means any invention, know-how, design, mask work,

trademark, formula, process, manufacturing technique, trade secret, idea, artwork, software, or other copyrightable or patentable

work.

2

(b)

Disclosure,

Confidentiality, and Ownership of Company Work Product.. Executive will promptly disclose in writing to Company all Work Product

that Executive, alone or with others, conceives, creates, reduces to practice, or learns while performing work for Company (“Company

Work Product”). Executive will keep Company Work Product confidential and use or disclose it only as authorized in writing

by Company. Company Work Product created in performing services under this Agreement will be “work made for hire” to

the extent permitted by law and will belong exclusively to Company. Executive irrevocably assigns Company all rights in Company Work

Product, including all related intellectual property rights, and will not use it or challenge Company’s ownership. Executive

also grants Company a perpetual, irrevocable, worldwide, fully paid, royalty-free, sublicensable license to use, reproduce, modify,

distribute, perform, display, make, and sell any Executive-owned or controlled Work Product or technology incorporated into or necessary

to use or exploit Company Work Product.

(c)

Assistance

and Executive Representations and Warranties.. Executive will assist Company, during and after the Term, in securing and enforcing

rights in Company Work Product and will sign documents reasonably requested for that purpose. For assistance requested after the

Term, Company will pay Executive a reasonable rate mutually agreed upon for time spent. Executive represents that Company Work Product

will be original or properly assigned to Company, will not infringe third-party rights or be subject to conflicting rights or restrictions,

and that Executive will not grant third parties rights in it. Executive further represents that Executive may perform this Agreement

without third-party consent, will use best efforts to prevent injury or property damage, and will be responsible for injury or damage

arising from Executive’s use of Company equipment, tools, or facilities.

Section

7. General Representations and Warranties of Executive. Executive represents and warrants to the Company as follows:

(a)

This

Agreement has been duly and validly authorized by Executive.

(b)

This

Agreement has been duly executed and delivered on behalf of Executive, and this Agreement constitutes a valid and binding agreement

of Executive enforceable in accordance with its terms, subject to the application of applicable bankruptcy, insolvency, reorganization,

moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors’ rights

generally and general principles of equity.

(c)

Executive

is an individual resident of the state set forth in the notices provision for Executive herein.

Section

8. Effect of Waiver. The waiver by either Party of a breach of any provision of this Agreement shall not operate or be construed

as a waiver of any subsequent breach hereof. No waiver shall be valid unless in writing.

Section

9. Assignment. No Party shall have any power or any right to assign or transfer, in whole or in part, this Agreement, or any of

its rights or any of its obligations hereunder, including, without limitation, any right to pursue any claim for damages pursuant to

this Agreement or the transactions contemplated herein, or to pursue any claim for any breach or default of this Agreement, or any right

arising from the purported assignor’s due performance of its obligations hereunder, whether by operation of law or otherwise, without

the prior written consent of the other Party and any such purported assignment in contravention of the provisions herein shall be null

and void and of no force or effect. Notwithstanding the foregoing, the Company may transfer, assign or delegate to any successor (whether

direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the

Company any of Company’s rights, obligations or duties hereunder. As used in this Agreement, “Company” shall mean the

Company as herein defined and any successor to its business and/or assets which assumes and agrees to perform this Agreement by operation

of law, or otherwise.

3

Section

10. No Third-Party Rights. Except as expressly provided in this Agreement, this Agreement is intended solely for the benefit of

the Parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any Person other than the Parties

hereto.

Section

11. Entire Agreement; Effectiveness of Agreement. This Agreement and any other agreement entered into between the Company and

Executive with respect to the issuance of any equity securities of the Company or other equity awards relating to the Company set forth

the entire agreement of the Parties hereto and shall supersede any and all prior agreements and understandings concerning the Executive’s

employment by the Company. This Agreement may be changed only by a written document signed by the Executive and the Company.

Section

12. Survival. All provisions of this Agreement that, by their terms, are intended to survive the termination or expiration of

this Agreement shall survive such termination or expiration.

Section

13. Severability. If any one or more of the provisions, or portions of any provision, of the Agreement shall be held to be invalid,

illegal or unenforceable, the validity, legality or enforceability of the remaining provisions or parts hereof shall not in any way be

affected or impaired thereby.

Section

14. Governing Law and Waiver of Jury Trial.

(a)

This

Agreement, and any and all claims, proceedings or causes of action relating to this Agreement or arising from this Agreement or the

transactions contemplated herein, including, without limitation, tort claims, statutory claims and contract claims, shall be interpreted,

construed, governed and enforced under and solely in accordance with the substantive and procedural laws of the State of Georgia,

in each case as in effect from time to time and as the same may be amended from time to time, and as applied to agreements performed

wholly within the State of Georgia.

(b)

SUBJECT

TO ‎‎Section 18, EACH PARTY AGREES THAT ALL LEGAL PROCEEDINGS CONCERNING THIS AGREEMENT SHALL BE COMMENCED IN THE STATE AND

FEDERAL COURTS SITTING IN FULTON COUNTY, GEORGIA (THE “SELECTED COURTS”) WITH RESPECT TO ANY ENFORCEMENT OF AN ARBITRAL

AWARD PURSUANT TO ‎‎Section 18, WITH RESPECT TO ENFORCEMENT OF THE PROVISIONS OF ‎‎Section 19, AND WITH RESPECT TO

THE RESOLUTION OF ANY PROCEEDING OR DISPUTE WHICH IS NOT ABLE TO BE RESOLVED PURSUANT TO THE PROVISIONS OF ‎‎Section 18 FOR

ANY REASON. EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE SELECTED COURTS FOR THE ADJUDICATION

OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN (INCLUDING WITH

RESPECT TO THE ENFORCEMENT OF THE RIGHTS OF A PARTY UNDER THIS AGREEMENT), AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT

IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH SELECTED COURTS, OR SUCH

SELECTED COURTS ARE IMPROPER OR INCONVENIENT VENUE FOR SUCH PROCEEDING. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF

PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF VIA REGISTERED OR CERTIFIED

MAIL OR OVERNIGHT DELIVERY (WITH EVIDENCE OF DELIVERY) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT

AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN

SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

4

(c)

TO

THE EXTENT PERMITTED BY APPLICABLE LAW, PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY

HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Section

15. Arbitration. Any controversy, claim or dispute arising out of or relating to this Agreement or the Executive’s employment

by the Company, or the termination thereof, including, but not limited to, common law and statutory claims for discrimination, wrongful

discharge, and unpaid wages, shall be resolved by arbitration in Atlanta, Georgia pursuant to then-prevailing National Rules for the

Resolution of Employment Disputes of the American Arbitration Association. The arbitration shall be conducted by one arbitrator jointly

selected by the Parties. In the event that the Parties are unable to agree on the identity of the arbitrator within ten days of the commencement

of efforts to do so, each Party shall select one arbitrator and the two arbitrators so selected shall select the sole arbitrator who

shall hear and resolve controversy, claim or dispute. The arbitrator shall be bound to follow the applicable Agreement provisions in

adjudicating the dispute. It is agreed by both Parties that the arbitrator’s decision is final, and that no Party may take any

action, judicial or administrative, to overturn such decision. The judgment rendered by the arbitrator may be entered in the Selected

Courts.

Section

16. General Remedies. Each Party acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to

the other Party, and thus each Party acknowledges that the remedy at law for a breach of its obligations under this Agreement will be

inadequate and agrees, in the event of a breach or threatened breach by such Party of the provisions of this Agreement, that the other

Party shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable

herein, to an injunction or injunctions restraining, preventing or curing any breach of this Agreement and to enforce specifically the

terms and provisions hereof, without the necessity of showing economic loss and without any bond or other security being required.

Section

17. Expenses. Other than as specifically set forth herein, each of the Parties will bear their own respective expenses, including

legal, accounting and professional fees, incurred in connection with this Agreement and the transactions contemplated herein.

5

Section

18. Notices. All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other

Party, or by registered or certified mail, return receipt requested, postage prepaid, or by email with return receipt requested and received,

or nationally recognized overnight courier service, addressed as set forth below or to such other address as either Party shall have

furnished to the other in writing in accordance herewith. All notices, requests, demands and other communications shall be deemed to

have been duly given (i) when delivered by hand, if personally delivered, (ii) when delivered by courier or overnight mail, if delivered

by commercial courier service or overnight mail, and (iii) on receipt of confirmed delivery, if sent by email.

If

to the Company:

Advasa

Holdings, Inc.

Attn:

Mr. Grady Ryther

1-2-7

Moto-Akasake

Minato-ku,

Tokyo, 107-0051 Japan

Email:

gryther@post.harvard.edu

With

a copy, which shall not constitute notice, to:

Richard

Anslow, Esq.

Ellenoff

Grossman & Schole LLP

1345

Avenue of the Americas, 11th Floor

New

York, New York 10105

(212)

370-1300

Email:

ranslow@egsllp.com

If

to Executive, to:

Mr.

William Witherspoon

435

Maynard Terrace SE

Atlanta,

Georgia 30316

Email:

spacecapitalinvestments@gmail.com

Section

19. Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way

the meaning or interpretation of this Agreement.

Section

20. Counsel. The Parties acknowledge and agree that legal counsel to the Company (“Counsel”) has prepared this Agreement

at the request of the Company, and that Counsel is not legal counsel to Executive individually.

Section

21. Rule of Construction. The general rule of construction for interpreting a contract, which provides that the provisions of

a contract should be construed against the Party preparing the contract, is waived by the Parties hereto. Each Party acknowledges that

such Party was represented by separate legal counsel in this matter who participated in the preparation of this Agreement or such Party

had the opportunity to retain counsel to participate in the preparation of this Agreement but elected not to do so.

Section

22. Execution in Counterparts, Electronic Transmission. This Agreement may be executed in multiple counterparts, each of which

shall be deemed an original and all of which taken together shall be but a single instrument. Counterparts may be delivered via facsimile,

electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com)

or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and

effective for all purposes.

[Signatures

appear on following page]

6

IN

WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

Advasa

Holdings, Inc.

By:

/s/

Grady Ryther

Grady

Ryther

Chief

Executive Officer

Executive:

/s/

William Witherspoon

William

Witherspoon

7

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ISO 3166-1 alpha-2 country code.

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Code for the postal or zip code

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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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