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Form 8-K

sec.gov

8-K — Venu Holding Corp

Accession: 0001493152-26-037587

Filed: 2026-08-13

Period: 2026-08-13

CIK: 0001770501

SIC: 7900 (SERVICES-AMUSEMENT & RECREATION SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-99.1 (ex99-1.htm)

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2026-08-13

2026-08-13

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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): August 13,

2026

VENU

HOLDING CORPORATION

(Exact

Name of Registrant as Specified in Its Charter)

Colorado

001-42422

82-0890721

(State

or Other Jurisdiction

of

Incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

1755

Telstar Drive,

Suite

501

Colorado

Springs, Colorado

80920

(Address

of Principal Executive Offices)

(Zip

Code)

Registrant’s

telephone number, including area code: (719)

895-5483

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

Name

of Each Exchange on Which Registered

Common

Stock, par value $.001 per share

VENU

NYSE

AMERICAN

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

August 13, 2026, Venu Holding Corporation issued a press release summarizing its second-quarter 2026 and half-year financial and operating

results and announcing a conference call to discuss those results. A copy of that press release is furnished with this report as Exhibit

99.1. The information furnished under this Item 2.02, including the referenced exhibit, shall not be deemed “filed” for purposes

of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated

by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth

by reference to such filing.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

99.1

Press Release dated August 13, 2026

104

Cover

page Interactive Data File (embedded within the Inline XBRL document)

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.

VENU

HOLDING CORPORATION

(Registrant)

Dated:

August 13, 2026

By:

/s/

J.W. Roth

J.W.

Roth

Chief

Executive Officer and Chairman

EX-99.1

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Venu

Holding Corporation Reports Second Quarter

Fiscal

2026 Financial Results

Total

Assets Increased $141.2 million to $511.8 million, Up 38% from Year-End 2025

COLORADO

SPRINGS, CO – August 13, 2026 - (BUSINESS WIRE) – Venu Holding Corporation (“VENU” or the “Company”)

(NYSE American: VENU), owner, operator, and developer of premium live entertainment destinations, today announced results for its second

quarter and six-month period ended June 30, 2026.

“This

quarter reflected steady, deliberate progress across our business” said J.W. Roth, Founder, Chairman, and Chief Executive Officer

of VENU. “We announced our expansion plans into Chattanooga and are in active discussions on a new destination in Northern Colorado,

adding to a pipeline of more than 45 municipal conversations. Regent Bank signed on as the official naming rights partner for our state-of-the-art

amphitheater outside of Tulsa, Oklahoma a multi-year, multi-million-dollar agreement that adds long-term, high-margin revenue directly

to our bottom line, and finishing the quarter we were added to the Russell 3000® and Russell 2000® indices.

Since

quarter end, we’ve also sharpened how we finance venues to completion, as we aim to move away from sale-leaseback to C-PACE financing,

which keeps our real estate on the balance sheet and minimizes shareholder dilution, bridged by a short-term loan with Ryan LLC and a

debenture financing that are both structured to be retired after C-PACE closes.

Our

attention is squarely on the finish line at Regent Bank Amphitheater, which opens this fall with bookings, offers, and shows in progress.

Sunset Amphitheater McKinney is right behind it, where construction continues to move rapidly. We look forward to sharing more in the

weeks ahead.”

Financial

Highlights for the Second Quarter of 2026 and the Six-Month Period Ended June 30, 2026

● Total

assets increased to $511.8 million as of June 30, 2026, up $141.2 million or 38% from $370.5

million at December 31, 2025, which resulted in $4.44 per common share in net tangible assets(1)

as of June 30, 2026.

◌ It

is worth noting that our municipality contributed real estate sits at zero cost basis on

our balance sheet rather than mark to market value as they are contributed assets, which

resulted in $9.58 per common share in net tangible assets on a mark to market basis as of

June 30, 2026. On an as-completed basis(2) of $1.24 billion a net tangible share

price would equal $17.44 per common share, giving a fuller picture of what this portfolio

would be worth once completed.

● Property

and equipment increased to $446.2 million as of June 30, 2026, up $140.3 million or 46% from

$305.9 million at December 31, 2025.

● Luxe

FireSuite and Aikman Club sales reached more than $278 million in total sales since launching

the program across current and in development venues for the quarter ended June 30, 2026.

During the quarter, Luxe FireSuite sales through the Company’s NNN model accounted

for approximately 76% of total Luxe FireSuite sales.

● Total

revenue was $8.5 million for the six months ended June 30, 2026, compared to $8.0 million

for the six months ended June 30, 2025, an increase of 7% year over year.

Operational

and Strategic Highlights for the Second Quarter Fiscal 2026:

Capital

Markets & Financing

● VENU

was added to the Russell 3000® Index and the small-cap Russell 2000®

Index as part of FTSE Russell’s 2026 semi-annual reconstitution, effective at market

open on June 29, 2026, expanding institutional visibility across the approximately $12.2

trillion in assets benchmarked to the Russell US Indexes.

● Closed

a $49.7 million sale-leaseback alignment on the land beneath Ford Amphitheater in Colorado

Springs.

Venue

Development & National Expansion

● Entered

into an agreement to purchase 15 acres at the Bend in Chattanooga, Tennessee, for a planned

$300 million, 12,500-seat amphitheater to be developed with Urban Story Ventures, contingent

on completion of public-private partnership incentives.

● Continued

active discussions with several Northern Colorado municipalities for a potential $350 million-plus,

12,500-seat multi-seasonal entertainment destination.

● Named

Regent Bank as the official naming rights partner for the Company’s Broken Arrow, Oklahoma

amphitheater, now Regent Bank Amphitheater, targeted to open in Fall 2026.

Subsequent

Events: July 1, 2026, through August 13, 2026

Balance

Sheet & Financing Activity

● Secured

a path to more than $150 million in C-PACE financing arranged by CBRE Group, providing long-term,

fixed-rate, non-dilutive capital to fund completion of both the Regent Bank Amphitheater

in Broken Arrow, Oklahoma, and Sunset Amphitheater at McKinney, Texas.

● Closed

$45 million in financing to keep both flagship amphitheaters on schedule ahead of permanent

C-PACE funding, including a $20 million bridge loan facility from Ryan, LLC, VENU’s

national expansion partner since 2023 and Official Tax Partner, to advance construction of

the 20,000-seat Sunset Amphitheater at McKinney and a $25 million secured convertible debenture

dedicated exclusively to construction of the Regent Bank Amphitheater.

Strategic

Advisors & Operating Partnerships

● Added

Ron Bension, former President and CEO of ASM Global and architect of its $2.3 billion acquisition

by Legends, as a strategic advisor to CEO J.W. Roth, with Mr. Bension also being nominated

for election to VENU’s Board of Directors at the Company’s 2026 Annual Meeting

of Shareholders, subject to shareholder approval.

● Selected

Legends Global, operator of more than 450 venues hosting 20,000 events and 165 million guests

annually, to lead venue management at the 12,500-seat Regent Bank Amphitheater in Broken

Arrow, Oklahoma, under an exclusive agreement covering day-to-day operations, staffing, vendor

management, and artist logistics, with Aramark Sports + Entertainment serving as food and

beverage partner ahead of the venue’s targeted fall 2026 opening.

Conference

Call Details

Thursday

August 13, 2026, at 11:00 a.m. Eastern Time

North

America Toll Free Dial-In Number

+1

833-461-5787

International

Toll Dial-In Number

+1

585-542-9983

Conference

ID

512

667 005

Webcast

Link

https://events.q4inc.com/attendee/512667005

Conference

Call Replay

https://investors.venu.live

About

Venu Holding Corporation

Venu

Holding Corporation (“VENU”) (NYSE American: VENU) is a premier owner, developer, and operator of luxury, experience-driven

entertainment destinations. Founded by Colorado Springs entrepreneur J.W. Roth, VENU® has a portfolio of premium brands

that includes Ford Amphitheater, Sunset Amphitheaters, Phil Long Music Hall, The Hall at Bourbon Brothers, Bourbon Brothers Smokehouse

and Tavern, Aikman Owners Clubs, and Roth’s Sea & Steak. With venues operating and in development across Colorado, Georgia,

Oklahoma, Tennessee, and Texas and a nationwide expansion underway, VENU is setting a new standard for live entertainment.

VENU

has been recognized nationally by The Wall Street Journal, Forbes, The New York Times, Billboard, VenuesNow,

and Variety for its innovative and disruptive approach to live entertainment. Through strategic partnerships with industry leaders

such as AEG Presents, NFL Hall of Famer and Founder of EIGHT Elite Light Beer, Troy Aikman, Aramark Sports + Entertainment, Tixr, Niall

Horan, and Dierks Bentley, VENU continues to shape the future of the entertainment landscape. For more information, visit VENU’s

website, Instagram, LinkedIn, or X.

Forward

Looking Statements

Certain

statements in this press release constitute “forward-looking statements” within the meaning of the federal securities laws.

Words such as “may,” “might,” “will,” “should,” “believe,” “expect,”

“anticipate,” “estimate,” “continue,” “predict,” “forecast,” “project,”

“plan,” “intend” or similar expressions, or statements regarding intent, belief, or current expectations, are

forward-looking statements. While Venu believes these forward-looking statements are reasonable, undue reliance should not be placed

on any such forward-looking statements, which are based on information available to us on the date of this release. These forward-looking

statements are based upon current estimates and assumptions and are subject to various risks and uncertainties, including without limitation

those set forth in the company’s filings with the SEC, not limited to Risk Factors relating to its business contained therein.

Thus, actual results could be materially different. Venu expressly disclaims any obligation to update or alter statements whether because

of new information, future events or otherwise, except as required by law.

Non-GAAP

Financial Measures (1)

Net

Tangible Asset Value Per Common Share

Net

Tangible Asset Value Per Common Share, as presented, is a non-GAAP financial measure. We define Net Tangible Asset Value Per Common Share

as total assets, excluding intangible assets, less total liabilities, divided by common shares outstanding. Management believes this

measure provides useful information regarding the tangible asset value attributable to holders of the Company’s common shares and

may assist investors in evaluating the Company’s financial position and the value of its tangible assets on a per-share basis.

Net Tangible Asset Value Per Common Share may also be useful when considering values based on mark to market basis or as-completed appraisal

basis.

Appraisal

Disclosures (2)

These

appraisals used the cost basis, income, and comparable sales approaches to valuation and, after reconciliation, came to the appraised

values of the properties. These approaches to valuation are commonly used approaches to value for appraisal of commercial properties,

as opposed to assigning a valuation on the properties based solely on the cost basis of the properties. The total appraisal includes

two Colorado Springs parcels later sold through sale-leaseback transactions: a 5.5-acre parking lot, appraised at $9.2 million and sold

in November 2025 for $14 million, and a 9.5-acre lot, appraised and sold at approximately $50 million and sold in June 2026. It is important

to understand that the appraisal of VENU’s properties takes into account, among other factors, the valuation of the Company’s

real estate and developments at a specific point in time, and the appraised value is subject to (and likely to) change at any time, whether

it increases or decreases, and such changes could be caused by macro and micro factors over which we have no control. The appraisal of

the property portfolio is only an estimate of its value as to the date of the appraisal and based only on the specific appraisal methodologies

and should not be relied upon as a measure of its realized value or the value at which any property could be sold to a third party. Other

appraisal methodologies may yield materially different appraised value. Furthermore, the appraised value of the properties differs from

the values assigned to it under generally accepted accounting principles in the United Stated (“GAAP”), which require the

values of the properties to be valued at their cost basis for financial presentation purposes, and therefore the appraised values represent

an unaudited measure that may not represent fair value, as defined under GAAP, and such values and appraisals are not, and will not be,

subject to audit or other review procedures by our outside independent accountants.

The

opinions expressed in the appraisal are based on estimates and forecasts that are prospective in nature and subject to certain risks

and uncertainties. Events may occur that could cause the performance of the properties to materially differ from the estimates utilized

by the appraiser, such as changes in the economy, interest rates, capitalization rates, the financial strength of the live-music and

entertainment industries, and the behavior of event attendees, investors, lenders, and municipalities. The Company reviews each appraisal

of its properties to confirm that the information provided to the appraiser is accurately reflected in the appraisal, but it does not

validate the methodologies, inputs, and professional judgment utilized by the certified appraiser.

Contacts

Investor

Relations

Sarah Rothschild, srothschild@venu.live

Media

Relations

Chloe

Polhamus, cpolhamus@venu.live

Redchip

Michael

Serrano, VENU@redchip.com

VENU

HOLDING CORPORATION AND SUBSIDIARIES

CONDENSED

CONSOLIDATED BALANCE SHEETS

(in

US Dollars)

As of

June 30, 2026

December 31, 2025

Unaudited

Audited

ASSETS

Current assets

Cash and cash equivalents

$ 16,283,650

$ 41,306,358

Inventories

590,861

474,467

Prepaid expenses and other current assets

3,407,825

2,546,523

Current portion NNN firesuite promissory notes receivable

111,373

-

Total current assets

20,393,709

44,327,348

Other assets

Property and equipment, net

446,239,065

305,947,277

Intangible assets, net

111,198

144,558

Operating lease right-of-use assets, net

17,010,370

17,397,009

Note receivable - related party

19,880,000

-

Long term NNN firesuite promissory notes receivable, net of current portion

7,445,981

-

Investment in EIGHT Brewing

-

1,999,999

Investment in related parties

555,262

555,262

Security and other deposits

143,358

183,582

Total other assets

491,385,234

326,227,687

Total assets

$ 511,778,943

$ 370,555,035

LIABILITIES AND STOCKHOLDERS’ EQUITY

Accounts payable

$ 59,635,351

$ 25,129,485

Accrued expenses

6,620,210

27,847,751

Accrued payroll and payroll taxes

366,317

577,360

Deferred revenue

1,977,456

1,542,564

Current portion of operating lease liabilities

621,069

605,261

Current portion licensing liability

223,333

223,333

Current portion NNN firesuite liability

1,911,467

1,026,300

Current portion lease financing liability - related party

3,383,410

-

Current portion of long-term debt

8,174,776

400,108

Total current liabilities

82,913,389

57,352,162

Long-term portion of operating lease liabilities

16,625,919

16,886,027

Long-term licensing liability and other liabilities

10,040,749

8,951,600

Long-term convertible debt

1,927,742

1,907,530

Long-term NNN firesuite liability

56,878,056

30,038,214

Long-term lease financing liability - related party

38,031,471

-

Long-term debt, net of current portion

56,086,241

56,568,151

Total liabilities

$ 262,503,567

$ 171,703,684

Commitments and contingencies - See Note 16

Mezzanine Equity

Contingently Redeemable Convertible Cumulative Series B Preferred Stock, $0.001 par

- 1,342 authorized, 1,008 issued and outstanding at June 30, 2026 and 675 issued and outstanding at December 31, 2025

$ 15,120,000

$ 10,125,000

Stockholders’ Equity

Common stock, $0.001 par - 144,000,000 authorized, 59,371,551 issued and 56,056,839 outstanding at

June 30, 2026 and 43,536,954 issued and 42,860,764 outstanding at December 31, 2025

59,372

42,961

Class B common stock, $0.001 par - 1,000,000 authorized, 381,235 issued and 304,990 outstanding at

June 30, 2026 and 381,235 issued and 304,990 outstanding at December 31, 2025

381

304

Additional paid-in capital

276,946,369

201,188,680

Accumulated deficit

(123,098,229 )

(91,454,930 )

$ 153,907,893

$ 109,777,015

Treasury Stock, at cost - 3,390,957 shares at June 30, 2026 and 752,435 shares at December 31, 2025

(17,900,353 )

(7,899,600 )

Total Venu Holding Corporation and subsidiaries equity

$ 136,007,540

$ 101,877,415

Non-controlling interest

98,147,836

86,848,936

Total stockholders’ equity

$ 234,155,376

$ 188,726,351

Total liabilities and stockholders’ equity

$ 511,778,943

$ 370,555,035

VENU

HOLDING CORPORATION AND SUBSIDIARIES

UNAUDITED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in

US Dollars)

For the six months ended

June 30,

2026

2025

Revenues

Restaurant including food and beverage revenue, net

$ 5,617,082

$ 4,590,094

Event center ticket and fees revenue, net

1,902,352

2,424,146

Rental and sponsorship revenue, net

1,027,514

972,226

Total revenues, net

$ 8,546,948

$ 7,986,466

Operating costs

Food and beverage

1,450,802

1,111,386

Event center

1,668,720

1,653,562

Labor

3,142,118

2,117,831

Rent

957,782

774,336

General and administrative

17,637,456

15,204,257

Equity compensation

3,738,453

13,224,382

Depreciation and amortization

4,776,523

2,749,776

Donation of EIGHT Brewing investment

1,999,999

-

Total operating costs

$ 35,371,853

$ 36,835,530

Loss from operations

$ (26,824,905 )

$ (28,849,064 )

Other income (expense), net

Interest expense, net

(7,403,503 )

(2,906,879 )

Other income, net

50,769

19,599

Total other expense, net

(7,352,734 )

(2,887,280 )

Net loss

$ (34,177,639 )

$ (31,736,344 )

Net loss attributable to non-controlling interests

(2,534,340 )

(2,255,381 )

Net loss attributable to Venu

(31,643,299 )

(29,480,963 )

Preferred stock dividend

(300,750 )

(16,875 )

Net loss attributable to common stockholders

$ (31,944,049 )

$ (29,497,838 )

Weighted average number of shares of Class B common stock, outstanding, basic and diluted

304,990

379,990

Basic and diluted net loss per share of Class B common stock

$ (0.60 )

$ (0.77 )

Weighted average number of shares of Common stock, outstanding, basic and diluted

53,302,185

37,984,523

Basic and diluted net loss per share of Common stock

$ (0.60 )

$ (0.77 )

VENU

HOLDING CORPORATION AND SUBSIDIARIES

UNAUDITED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in

US Dollars)

For the six months ended

June 30,

2026

2025

Net loss

$ (34,177,639 )

$ (31,736,344 )

Adjustments to reconcile net loss to net cash used in operating activities:

Loss on sale of property and equipment

55,957

-

Equity issued for interest on debt

-

291,680

Equity based compensation

2,918,786

13,024,382

Equity issued for services

653,000

277,900

Noncash interest and debt discount

876,482

2,829,506

Noncash lease expense

849,264

184,741

Depreciation and amortization

4,776,523

2,749,776

Noncash donation of EIGHT Brewing investment

1,999,999

-

Changes in operating assets and liabilities:

Inventories

(116,394 )

31,166

Prepaid expenses and other current assets

(861,302 )

(391,189 )

Security and other deposits

40,224

(25,250 )

Accounts payable

34,505,866

(2,781,721 )

Accrued expenses

(21,528,291 )

3,235,134

Accrued payroll and payroll taxes

(211,043 )

(105,678 )

Deferred revenue

434,892

360,730

Operating lease liabilities

(706,925 )

(185,469 )

Licensing liability

1,089,149

756,389

Net cash used in operating activities

(9,401,452 )

(11,484,247 )

Cash flows from investing activities

Purchase of property and equipment

(132,875,433 )

(37,211,382 )

Investment in EIGHT Brewing

-

(1,999,999 )

Investment in related parties

-

(5,262 )

Net cash used in investing activities

(132,875,433 )

(39,216,643 )

Cash flows from financing activities

Proceeds from NNN firesuite liability, including $542,646 principal payments from

Proceeds from long-term debt, net of issuance costs

-

NNN firesuite promissory notes receivable

19,467,646

-

Proceeds from lease financing liability - related party

21,951,844

-

Proceeds from issuance of Contingently Redeemable Convertible Cumulative Series B Preferred Stock

4,995,000

10,125,000

Proceeds from issuance of common stock, net of $7,395,725 issuance costs

68,531,119

-

Proceeds from issuance of common warrants and pre-funded warrants

21,796,023

-

Proceeds from Subsidiary issuance of shares, net of Venu purchase of Subsidiary shares

(3,452,060 )

24,454,237

Repurchase of treasury stock

(10,000,000 )

-

Principal payments on promissory note

(4,500,000 )

(2,000,000 )

Principal payments on long-term debt

(332,142 )

(164,038 )

Principal payments on lease financing liability - related party

(10,799 )

-

Distributions to non-controlling shareholders

(1,192,454 )

(251,785 )

Net cash provided by financing activities

117,254,177

50,163,414

Net decrease in cash and cash equivalents

(25,022,708 )

(537,476 )

Cash and cash equivalents, beginning

41,306,358

37,969,454

Cash and cash equivalents, ending

$ 16,283,650

$ 37,431,978

Supplemental cash flow information:

Cash paid for interest

$ 856,948

$ 230,467

Cash paid for income taxes

$ -

$ -

Supplemental non-cash investing and financing activities:

Property acquired via promissory note

$ 12,215,475

$ 25,000,000

Real property sold in exchange for note receivable - related party

$ 19,880,000

$ -

Lease financing liability from real property lease - related party

$ 41,376,869

$ -

Accrued preferred stock dividends

$ 300,750

$ 16,875

Debt discounts - warrants

$ -

$ 1,486,329

Conversion of convertible debt and interest to common equity

$ -

25,000,000

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Cover page.

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For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

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The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

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Address Line 1 such as Attn, Building Name, Street Name

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Address Line 2 such as Street or Suite number

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Name of the City or Town

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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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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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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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