Form 8-K

8-K — Suncrete, Inc.

Accession: 0001193125-26-225451

Filed: 2026-05-15

Period: 2026-05-15

CIK: 0002094433

SIC: 3272 (CONCRETE PRODUCTS, EXCEPT BLOCK & BRICK)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — d176417d8k.htm (Primary)

EX-99.1 (d176417dex991.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): May 15, 2026

Suncrete, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-43227

39-4989597

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

521 E. 2nd Street

Tulsa, Oklahoma 74120

(Address of principal executive offices, including zip code)

(918) 355-5700

Registrant’s telephone number, including area code

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

Class A common stock, par value $0.0001 per share

RMIX

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 15, 2026, Suncrete, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2026. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The information in this Current Report on Form 8-K, including Exhibit 99.1 furnished hereto, 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, 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 expressly set forth in such filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit

No.

Description

99.1

Press Release, issued May 15, 2026 (furnished pursuant to Item 2.02).

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.

SUNCRETE, INC.

Date: May 15, 2026

By:

/s/ Randall Edgar

Name:

Randall Edgar

Title:

Chief Executive Officer

EX-99.1

Filename: d176417dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

NEWS RELEASE

Suncrete Announces Q1 2026 Earnings Results

Revenue Up 64% Compared to Q1 FY25

Company Introduces 2026 Outlook

Tulsa,

OK, May 15, 2026 – Suncrete, Inc. (NASDAQ: RMIX) (the “Company”), a ready-mix concrete logistics and distribution platform strategically located in Oklahoma,

Arkansas, Louisiana and Texas, today announced results for its subsidiary, Concrete Partners Holding, LLC, for the quarter ended March 31, 2026.

Randall Edgar, Suncrete’s Chief Executive Officer, said, “We are pleased to report strong first quarter results, reflecting substantial

year-over-year revenue growth. Our team executed at a high level, consistently delivering materials on time and to specification, reinforcing our core mission of reliably serving our customers. We believe our commitment to putting people, culture,

and safety first creates a meaningful competitive advantage, enabling us to deliver superior service and build long-term customer relationships. These results reinforce our confidence in a disciplined approach to increasing market share,

accelerating organic growth, and expanding into new markets through accretive acquisitions. With a strong start to the year, supported by industry tailwinds in our geographies for continued infrastructure, commercial and residential construction, we

are introducing our growth outlook for 2026.”

Edgar added, “Subsequent to quarter-end, we completed

multiple acquisitions, expanding our footprint into Texas and Louisiana through the platform acquisition of Hope Concrete and the subsequent bolt-on acquisition of Nelson Bros. Strong infrastructure activity,

along with continued demand across commercial and residential markets, remains a key driver of growth in these states, while our pipeline of acquisition opportunities continues to expand. Additionally, Suncrete achieved an important milestone in our

history last month through our public listing on Nasdaq. We are excited to enter the public markets, and we aim for profitable growth to enhance shareholder value.”

Ned N. Fleming, III, the Company’s Executive Chairman, stated, “We are proud of our team’s exceptional execution this quarter as we continue

to advance Suncrete’s growth strategy. We believe Suncrete’s high-performing, scalable platform is well positioned to drive continued share gains, supported by both organic growth and disciplined M&A. Our approach centers on

partnering with high-quality local operators and empowering them with the scale, resources, and support of a broader platform, with the goal of driving sustainable profitability. This repeatable and scalable strategy is focused on increasing local

market share, entering new markets through accretive acquisitions, and maintaining an industry-leading margin profile. Supported by our team’s deep operational experience and a proven, repeatable strategy refined over decades, we believe we

are well positioned to continue scaling the business and capturing opportunities within the highly fragmented ready-mix concrete industry across the high-growth Sunbelt region of the United States.”

Suncrete - News Release

Page

Revenues were $61.8 million in the first quarter, an increase of 64% compared to $37.7 million in

the same quarter last year.

Net loss was $1.7 million in the first quarter, a decrease of 263% compared to net income of $1.1 million in the

same quarter last year.

Adjusted EBITDA(1) in the first quarter was $10.2 million, an increase

of 25% compared to $8.1 million in the same quarter last year.

Supplemental Adjusted EBITDA(1),

which excludes affiliated consultant compensation, in the first quarter was $10.9 million, an increase of 24% compared to $8.8 million in the same quarter last year.

Total yards of ready-mix concrete produced and delivered in the first quarter increased 58% compared to the same

quarter last year.

(1) Adjusted EBITDA and Supplemental Adjusted EBITDA are financial measures not presented in accordance with U.S. generally accepted

accounting principles (“GAAP”). Please see “Non-GAAP Financial Measures” at the end of this press release for additional information.

2026 Outlook

The Company is providing its outlook for

2026 that reflects management’s current expectations for organic growth and project execution across its core markets and includes the expected contribution of Hope Concrete and Nelson Bros. following the close of those acquisitions in the

Company’s second quarter. This guidance is based on current economic conditions and assumes no significant changes in the overall economy or other condition in the Sunbelt region of the United States in 2026. The guidance does not include the

potential impact of any future acquisitions other than one target company that was under a non-binding letter of intent prior to our consummation of our business combination. If we are unable to close such

acquisition in our expected timeframe, or at all, our results of operations for the 2026 fiscal year would be adversely impacted. See “Forward-Looking Statements” below.

•

Revenue in the range of $420 million to $480 million

•

Net income (loss) in the range of $(4) million to $20 million

•

Adjusted EBITDA in the range of $68 million to $93

million(2)

•

Supplemental Adjusted EBITDA in the range of $71 million to $96 million(2)

(2) Adjusted EBITDA and Supplemental Adjusted EBITDA are financial measures not

presented in accordance with GAAP. Please see “Non-GAAP Financial Measures” at the end of this press release for additional information.

Suncrete - News Release

Page

Conference Call

The Company will conduct a conference call today at 10:00 a.m. Eastern Time (9:00 a.m. Central Time) to discuss financial and operating results for the first

quarter ended March 31, 2026. To access the call live by phone, dial (412) 902-0003 and ask for the Suncrete call at least 10 minutes prior to the start time. A webcast of the call will also be available

live and for later replay on the Company’s Investor Relations website at www.suncrete.com.

About Suncrete

Suncrete is a pure-play ready-mix concrete company strategically positioned across Oklahoma, Arkansas, Texas and

Louisiana, with plans to expand throughout the rapidly growing and economically resilient U.S. Sunbelt region. Suncrete is a scalable and vertically integrated logistics and distribution platform operating as a mission-critical partner in the

construction value chain. The Company operates batching plants, a dedicated fleet of owned mixer trucks and a tech-enabled dispatch infrastructure supporting a diversified customer base across public infrastructure, commercial and residential

sectors. Headquartered in Tulsa, Oklahoma, Suncrete operates under a decentralized plant network strategy with regionally centralized oversight of pricing, customer relationships and fleet utilization with consistent customer engagement across

markets to deliver products on time and on spec. Suncrete’s local market leadership, scale and integrated logistics position it as a trusted partner in some of the nation’s most attractive, fastest growing, and most resilient

construction markets. The Company is well-aligned to benefit from ongoing population growth, urbanization trends and infrastructure investment across the Sunbelt. To learn more, visit www.suncrete.com.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements herein that are not historical facts constitute “forward-looking statements” within the meaning of the Private Securities

Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally can be identified by the words

“anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “should,”

“will,” “would,” and similar expressions or the negative of such terms or other comparable terminology. Examples of forward-looking statements include, but are not limited to, statements related to the Company’s

financial projections, future events, business strategy, future performance and future operations, statements regarding the Company’s acquisition strategy and statements relating to the benefits of recently completed acquisitions.

Forward-looking statements are based on assumptions as of the time they are made and are subject to risks, uncertainties and other factors that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence, which could

cause actual results to differ materially from anticipated results

Suncrete - News Release

Page

expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially from those expressed in the forward-looking statements include, but

are not limited to, the Company’s ability to successfully manage and integrate acquisitions; failure to realize the expected economic benefits of acquisitions, including future levels of revenues being lower than expected and costs being

higher than expected; failure or inability to implement growth strategies in a timely manner; declines in public infrastructure construction and reductions in government funding; risks related to the Company’s operating strategy; competition

for projects in the Company’s local markets; risks associated with the Company’s capital-intensive business; government requirements and initiatives; unfavorable economic conditions and restrictive financing markets; risks related to

adverse weather conditions; the Company’s substantial indebtedness and the restrictions imposed on the Company by the terms thereof; risks related to the Company’s information technology systems and infrastructure; the Company’s

ability to maintain effective internal control over financial reporting; and the other risks described in the Company’s filings with the Securities and Exchange Commission, including the Company’s most recent Quarterly Report on Form 10-Q. Forward-looking statements speak only as of the date they are made. The Company assumes no obligation to update forward-looking statements to reflect actual results, subsequent events, or circumstances or

other changes affecting such statements except to the extent required by applicable law.

Suncrete - News Release

Page

The financial statements presented below reflect the historical financial results of Concrete Partners

Holding, LLC for periods prior to the consummation of the Business Combination completed on April 8, 2026.

Suncrete - News Release

Page

CONCRETE PARTNERS HOLDING, LLC

Condensed Consolidated Statement of Operations

(Unaudited)

(in thousands,

except unit amounts)

Three months ended March 31,

March 31, 2026

March 31, 2025

Revenues

61,829

37,739

Cost of Goods Sold

42,056

24,365

Gross Profit

19,773

13,374

Operating Expenses:

Selling, general, and administrative

expenses(1)

16,624

9,634

Acquisition-related costs

956

—

(Gain) loss on disposal of assets, net

—

Total operating expenses

17,580

9,714

Operating income (loss)

2,193

3,660

Other income (expense):

Other income (expense)

Interest expense, net

(4,015

)

(2,608

)

Total other income (expense)

(3,941

)

(2,593

)

Net income (loss)

(1,748

)

1,067

Suncrete - News Release

Page

CONCRETE PARTNERS HOLDING, LLC

Condensed Consolidated Balance Sheets

(Unaudited)

(in thousands,

except unit amounts)

March 31, 2026

December 31, 2025

Assets

Current assets:

Cash and cash equivalents

6,276

6,333

Accounts receivable, net

35,127

33,699

Inventory

9,187

8,723

Other current assets

8,322

5,047

Total current assets

58,912

53,802

Property, plant and equipment:

Property, plant and equipment, at cost

169,953

168,767

Less: accumulated depreciation

(20,447

)

(15,930

)

Property, plant and equipment, net

149,506

152,837

Goodwill

79,505

Customer relationships, net

69,247

71,373

Trade name

24,800

Other noncurrent assets, net

7,363

2,385

Total assets

389,333

384,702

Liabilities, Redeemable Mezzanine Equity and Common Unitholder Equity (Deficit)

Current liabilities:

Accounts payable

15,491

12,558

Accrued liabilities

27,240

27,080

Current portion of lease liabilities

542

475

Long-term debt, current portion

15,074

13,654

Total current liabilities

58,347

53,767

Long-term lease liability

6,559

1,727

Long-term debt, net

184,053

186,625

Total liabilities

248,959

242,119

Commitments and contingencies (Note 15)

Redeemable mezzanine equity:

Redeemable senior preferred units, 26,000,000 units issued and outstanding (at redemption

value)

26,569

26,590

Redeemable preferred units, 115,700,000 units issued and outstanding (at redemption value) at both

March 31, 2026 and December 31, 2025

133,843

130,623

Common unitholder equity (deficit), 95,700,000 units issued and outstanding

(20,038

)

(14,630

)

Total liabilities, redeemable mezzanine equity and common unitholder equity

(deficit)

389,333

384,702

Suncrete - News Release

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CONCRETE PARTNERS HOLDING, LLC

Condensed Consolidated Statement of Cash Flows

(unaudited)

(in thousands)

Three months ended March 31,

2026

2025

Cash Flows from Operating Activities:

Net income (loss)

(1,748

)

1,067

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

6,650

4,119

(Gain) loss on disposal of assets, net

—

Non-cash lease expense

(78

)

Non-cash share-based compensation

137

129

Non-cash debt issuance cost amortization

147

122

Changes in operating assets and liabilities, net of effects of acquisitions:

Accounts receivable, net

(1,428

)

(2,129

)

Inventory

(464

)

(203

)

Other current assets

869

399

Accounts payable

2,933

1,168

Accrued liabilities

159

(340

)

Net cash provided by operating activities

7,177

4,442

Cash Flows from Investing Activities:

Additions to property, plant and equipment

(1,193

)

(338

)

Proceeds from sales of property, plant and equipment

—

Net cash used in investing activities

(1,193

)

(290

)

Cash Flows from Financing Activities:

Borrowings of debt

4,500

—

Repayment of debt

(5,799

)

(5,825

)

Payment of deferred financing costs

(4,144

)

—

Distributions

(598

)

(590

)

Net cash provided by (used in) financing activities

(6,041

)

(6,415

)

Net change in cash and cash equivalents

(57

)

(2,263

)

Beginning cash and cash equivalents

6,333

8,410

Ending cash and cash equivalents

6,276

6,147

Suncrete - News Release

Page

Non-GAAP Financial Measures

Adjusted EBITDA represents net income (loss) before interest expense, net, depreciation and amortization, and further adjusted to exclude certain non-cash or non-operating items that management does not consider indicative of the Company’s core operating performance. Such adjustments include share-based

compensation expense, acquisition-related costs, and public company readiness costs. Supplemental Adjusted EBITDA further adjusts Adjusted EBITDA to exclude recurring affiliated consultant compensation. Management believes these measures provide

investors with a clearer view of underlying operating performance. Adjusted EBITDA margin and Supplemental Adjusted EBITDA margin represent these measures as a percentage of revenue.

Management uses these measures as key performance indicators to evaluate the Company’s operating performance and assess trends, and believes they are

also frequently used by securities analysts, investors, and other parties to evaluate companies in our industry. Management believes these non-GAAP measures enhance investors’ understanding of the

Company’s operating performance and facilitate meaningful period-to-period comparisons. These measures have limitations as analytical tools and should not be

considered as an alternative to net income or any other performance measure derived in accordance with GAAP as an indicator of our operating performance. Our calculation of Adjusted EBITDA, Supplemental Adjusted EBITDA, Adjusted EBITDA margin and

Supplemental Adjusted EBITDA margin may not be comparable to similarly named measures reported by other companies. Potential differences may include differences in capital structures, tax positions and the age and book depreciation of intangible and

tangible assets.

The following tables present a reconciliation of net income (loss) to Adjusted EBITDA and Supplemental Adjusted EBITDA and the

calculation of Adjusted EBITDA margin and Supplement Adjusted EBITDA margin (in thousands):

Three months ended

March 31,

2026

March 31,

2025

Net income (loss)

(1,748

)

1,067

Plus:

Interest expense, net

4,015

2,608

Depreciation and amortization expense

6,650

4,119

Share-based compensation expense

137

129

Acquisition-related costs(1)

956

—

Public company readiness(2)

161

196

Adjusted EBITDA

10,171

8,119

Affiliated consultant

compensation(3)

700

656

Supplemental Adjusted EBITDA

10,871

8,775

Revenues

61,829

37,739

Net income margin

(2.8

2.8

Adjusted EBITDA margin

16.5

21.5

Supplemental Adjusted EBITDA margin

17.6

23.3

(1)

Represents legal and advisory fees incurred in connection with acquisitions.

Suncrete - News Release

Page

(2)

Represents professional service costs incurred in connection with acquisition-related technical accounting and

advisory support, as well as incremental costs to support the Company’s preparation for becoming a public company (e.g., resources to facilitate public company readiness).

(3)

Reflects recurring affiliated consultant compensation paid to support the Company’s management team on

various growth initiatives.

The following table presents a reconciliation of net income, the most directly comparable measure

calculated in accordance with GAAP, to Adjusted EBITDA and Supplemental Adjusted EBITDA, using the high and low ends of the Company’s projected ranges (unaudited, in thousands):

For the fiscal year ending

December 31, 2026

Low

High

Net income (loss)

(4,356

)

20,244

Plus:

Interest expense, net

18,413

Depreciation and amortization expense

45,287

Share-based compensation expense

555

Acquisition-related costs(1)

8,140

Public company readiness(2)

161

Adjusted EBITDA

68,200

92,800

Affiliated consultant

compensation(3)

3,200

Supplemental Adjusted EBITDA

71,400

96,000

(1)

Represents legal and advisory fees incurred in connection with acquisitions.

(2)

Represents professional service costs incurred in connection with acquisition-related technical accounting and

advisory support, as well as incremental costs to support the Company’s preparation for becoming a public company (e.g., resources to facilitate public company readiness).

(3)

Reflects recurring affiliated consultant compensation paid to support the Company’s management team on

various growth initiatives.

Contact:

Rick Black

Dennard Lascar Investor Relations

Suncrete@DennardLascar.com

(713) 529-6600

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Namespace Prefix:

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Data Type:

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duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- 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

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Namespace Prefix:

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Balance Type:

Period Type:

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- 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

Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- 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:

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Namespace Prefix:

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Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- 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:

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Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- 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:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

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Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- 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

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Name:

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Namespace Prefix:

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Data Type:

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