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Form 8-K

sec.gov

8-K — Iron Horse Acquisition II Corp.

Accession: 0001213900-26-101964

Filed: 2026-09-22

Period: 2026-09-22

CIK: 0002051985

SIC: 7389 (SERVICES-BUSINESS SERVICES, NEC)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0306110-8k425_iron2.htm (Primary)

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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): September 22, 2026

IRON

HORSE ACQUISITION II CORP.

(Exact

name of registrant as specified in its charter)

Cayman

Islands

001-43021

98-1885362

(State

or other jurisdiction

of

incorporation)

(Commission

File Number)

(IRS

Employer

Identification

No.)

851

Broken Sound Parkway NW, Suite 230

Boca

Raton, FL 33487

(Address of principal executive offices, including zip code)

Registrant’s

telephone number, including area code:

(310)

290-5383

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

Units,

each consisting of one ordinary share, $0.0001 par value, and one-right

IRHOU

The

Nasdaq Stock Market LLC

Ordinary

shares, par value $0.0001 per share

IRHO

The

Nasdaq Stock Market LLC

Right-each

right entitles the holder thereof to receive one-tenth (1/10) of an ordinary share

IRHOR

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

7.01. Regulation FD Disclosure

On

September 22, 2026, Iron Horse Acquisition II Corp., a Cayman Islands exempted company (“IRHO”) and Electra Vehicles,

Inc., a Delaware corporation (“Electra”) issued a press release announcing a recap of milestones achieved since IRHO

and Electra entered into that certain Merger Agreement, dated as of April 21, 2026, as amended.

Attached

as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference is the press release.

The

foregoing exhibit is intended to be 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, nor

shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”),

except as expressly set forth by specific reference in such filing.

Important

Information About the Business Combination and Where to Find It

The

Business Combination will be submitted to shareholders of IRHO for their consideration. IRHO and Electra intend to jointly file a registration

statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”),

which will include a preliminary proxy statement/prospectus (a “Proxy Statement/Prospectus”).

A definitive Proxy Statement/Prospectus will be mailed to IRHO’s shareholders as of a record date to be established for voting

on the Business Combination and other proposals. IRHO may also file other relevant documents

regarding the Business Combination with the SEC. IRHO’s shareholders and other

interested persons are advised to read, once available, the preliminary Proxy Statement / Prospectus and any amendments thereto and,

once available, the definitive Proxy Statement/Prospectus, in connection with IRHO’s solicitation of proxies for its extraordinary

meeting of shareholders to be held to approve, among other things, the Business Combination, because these documents will contain important

information about IRHO, Electra and the Business Combination. Shareholders may also obtain a copy of the preliminary or definitive Proxy

Statement/Prospectus, once available, as well as other documents filed with the SEC regarding the Business Combination and other documents

filed with the SEC by IRHO, without charge, at the SEC’s website located at www.sec.gov or by directing a request to: IRHO’s

Chief Executive Officer at 851 Broken Sound Parkway NW, Suite 230, Boca Raton, FL 33487.

Participants

in the Solicitation

IRHO

and Electra and certain of their respective directors, executive officers and other members of management and employees may be considered

participants in the solicitation of proxies with respect to the Business Combination under the rules of the SEC. Information about (i)

the directors and executive officers of IRHO is set forth in the IRHO Annual Report on Form 10-K for the year ended

November 30, 2025, which was filed with the SEC on February 13, 2026, and (ii) a description of the interests of the directors and executive

officers of IRHO and Electra, and the Business Combination,

will be contained in the Registration Statement and the Proxy Statement/Prospectus when available,

which documents can be obtained free of charge from the sources indicated above.

1

Forward-Looking

Statements

The

disclosure herein includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe

harbor provisions under the United States Private Securities Litigation Reform Act of 1995. These outcomes are subject to successful

integration, technology performance, market conditions, and other factors beyond the parties’ control. Forward-looking statements

generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,”

“anticipate,” “intend,” “expect,” “should,” “would,” “plan,”

“project,” “forecast,” “predict,” “potential,” “seem,” “seek,”

“future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not

statements of historical matters, but the absence of these words does not mean that a statement is not forward looking. These forward-looking

statements include, but are not limited to, statements regarding the proposed business combination between IRHO and Electra (the “Business

Combination”), the expected timing of the closing of the Business Combination, the post-closing trading of securities under

the ticker symbol “AIBR” on The Nasdaq Stock Market, and Electra’s growth strategies, market opportunities, and anticipated

future performance. These statements are based on various assumptions, whether or not identified in this release, and on the current

expectations of IRHO’s and Electra’s management and are not predictions of actual performance. These forward-looking statements

are subject to a number of risks and uncertainties, as set forth in the section entitled “Risk Factors” and “Cautionary

Note Regarding Forward-Looking Statements” in the IRHO Annual Report on Form 10-K for the

year ended November 30, 2025, which was filed with the SEC on February 13, 2026, and/or will be contained in the Registration Statement

and the Proxy Statement/Prospectus when available, and in those other documents that IRHO has filed, or will file, with the SEC.

If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied

by these forward-looking statements. The risks and uncertainties above are not exhaustive, and there may be additional risks that neither

IRHO nor Electra presently know or that IRHO and Electra currently believe are immaterial that could also cause actual results to differ

from those contained in the forward-looking statements. In addition, forward looking statements reflect IRHO’s and Electra’s

expectations, plans or forecasts of future events and views as of the date of this Current Report on Form 8-K. IRHO and Electra anticipate

that subsequent events and developments will cause IRHO and Electra’s assessments to change. However, while IRHO and Electra may

elect to update these forward-looking statements at some point in the future, IRHO and Electra specifically disclaim any obligation to

do so. These forward-looking statements should not be relied upon as representing IRHO’s and Electra’s assessments as of

any date subsequent to the date of this release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

No

Offer or Solicitation

This

Current Report on Form 8-K shall not constitute an offer to sell, or a solicitation of an offer to buy, or a recommendation to purchase,

any securities in any jurisdiction, or the solicitation of any vote, consent or approval in any jurisdiction in connection with the Business

Combination, nor shall there be any sale, issuance or transfer of any securities in any jurisdiction where, or to any person to whom,

such offer, solicitation or sale may be unlawful under the laws of such jurisdiction. This Current Report on Form 8-K does not constitute

either advice or a recommendation regarding any securities. No offering of securities shall be made except by means of a prospectus meeting

the requirements of the Securities Act, or an exemption therefrom.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

Number

Description

99.1

Press Release dated September 22, 2026

104

Cover

Page Interactive Data File (embedded with the Inline XBRL document)

2

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.

IRON

HORSE ACQUISITION II CORP.

By:

/s/

Jose Bengochea

Name:

Jose Bengochea

Title:

Chief

Executive Officer

Date:

September 22, 2026

3

EX-99.1 — PRESS RELEASE DATED SEPTEMBER 22, 2026

EX-99.1

Filename: ea030611001ex99-1.htm · Sequence: 2

Exhibit

99.1

ELECTRA

AI and Iron Horse Acquisition II Corp. (Nasdaq: IRHO) Report Sustained Commercial and Strategic Momentum Since Announcing Their Proposed

$250 Million+ Business Combination Agreement

Growing

commercial traction, expanding global partnerships, and continued progress toward the anticipated Nasdaq listing under “AIBR”.

BOSTON,

MA, BOCA RATON, Fla. – September 22, 2026 – ELECTRA AI (“ELECTRA”), the AI Brain for Batteries™ platform,

and Iron Horse Acquisition II Corp. (Nasdaq: IRHO) (“Iron Horse”) today announced a recap of the milestones achieved since

the companies entered into their definitive Business Combination Agreement (the “BCA”) on April 21, 2026 — a transaction

valued at $250 million+, including earn-out targets, that is expected to create the world’s first publicly traded pure-play AI

Battery Intelligence company, giving public-market investors their first direct exposure to the intelligence layer of the global battery

economy.

In

the months since signing, ELECTRA has continued to execute against its category-defining thesis: that value in the battery industry is

shifting from the cell to the intelligence around it. New deployments span heavy mining fleets, vehicle OEMs, battery-swapping networks,

and battery-backed financing, while also accelerating the company’s expansion across Asia, home to the world’s leading battery

markets. Partnerships have extended the AI Brain for Batteries™ platform into grid-scale storage, post-quantum cybersecurity, and

space, while industry bodies have turned to ELECTRA in defining where batteries win in the AI era. One platform, proving itself across

markets — as the companies advance the transaction toward an anticipated closing in the second half of 2026.

Commercial

Momentum

● Mooving

selects ELECTRA AI (September 2026). Mooving, a smart battery-swapping network in India,

selected EVE-Ai Battery Fleet Analytics to monitor and optimize the battery packs circulating

across its network — a business model where cell health directly drives unit economics.

Deployment is underway.

● Omega

Seiki Mobility partners with ELECTRA AI (August 2026). Omega Seiki Mobility (OSM), one

of India’s leading EV manufacturers and part of the Anglian Omega Group, partnered

with ELECTRA to integrate battery health intelligence across its EV ecosystem — real-time

monitoring, predictive analytics, and State of Health (SoH) and Remaining Useful Life (RUL)

insights that bring battery transparency to customers, financiers, retailers, and fleet operators

as India’s used-EV market takes shape.

● Propel

Industries selects ELECTRA AI (July 2026). Propel Industries, India’s leader in

crushing, screening and washing equipment for the mining and construction sectors, with 2,900+

installations across 36+ countries, selected EVE-Ai Battery Fleet Analytics to monitor and

optimize its growing fleet of electric mining and haulage assets — battery intelligence

in one of the toughest environments a battery can face. Deployment is underway.

Ecosystem,

Partnerships & Category Leadership

● Technical

collaboration with MinTech on AI-powered BESS risk prediction (August 2026). ELECTRA

entered a technical collaboration with MinTech, a KOSDAQ-listed Korean specialist in battery

diagnostic and testing technology. MinTech feeds data from its diagnostic and inspection

equipment into the AI Brain for Batteries™ platform for real-time state diagnosis,

analytics, and risk prediction, moving BESS operators from reacting to failure toward predicting

it.

● Post-quantum

cybersecurity partnership with Naoris Quantum Protocol (June 2026). ELECTRA and Naoris

Quantum Protocol Inc. paired the AI Brain for Batteries™ platform with a post-quantum,

decentralized trust layer — cybersecurity built for AI battery intelligence as frameworks

like the EU Battery Passport, NIS2, and UNECE R155 raise the bar for resilience across battery-powered

infrastructure.

● MoU

with D-Orbit to bring AI battery intelligence to space (May 2026). ELECTRA and D-Orbit

signed an MoU to bring battery intelligence to satellites — onboard real-time intelligence

plus fleet analytics across the constellation — extending the AI Brain for Batteries™

platform into aerospace, the most reliability-critical vertical, and bringing the company’s

NASA heritage full circle.

● Volta

Foundation AI & Data Center Committee — appointment and paper contribution (April–July

2026). ELECTRA’s Head of Marketing & Communications, Giovanni Rossi, was appointed

to the Volta Foundation’s Applied AI & Data Center Infrastructure (AIDC) Committee

in April and contributed to its July insights paper, “Where Batteries Can Win in Data

Center Applications” — published as AI buildout becomes power-constrained and

data centers grow into one of the fastest-expanding battery segments.

● Strategic

Advisory Board established (May 2026). ELECTRA established a Strategic Advisory Board,

appointing Carmine Villani — President & CEO of Crown MFO Group, Multifamily Office

Equity Partners, and Multifamily Office Investments (combined platforms of over $27 billion

deploying capital in alignment with Saudi Arabia’s Vision 2030 and the broader transformation

of the GCC economy) — as its first Strategic Advisor to support the company’s

scale-up and public-market readiness.

● Investor

engagements. Between May and June, ELECTRA brought the AI Brain for Batteries™

platform to the autonomy ecosystem and to institutional investors on both sides of the Atlantic:

● XPONENTIAL

2026 (Detroit, May 11–14), the global event for uncrewed and autonomous systems

● Sidoti’s

Micro-Cap Virtual Investor Conference (May 20–21)

● ROTH’s

16th Annual London Conference (June 16–18)

Brand

& Transaction Execution

● Electra

Vehicles became ELECTRA AI (May 2026). The company completed its rebrand — same

team, same NASA-spinoff technology, and a name that says what the company does: the AI Brain

for Batteries™ platform for grid storage, data centers, robotics, space, and e-mobility.

● Form

S-4 filed with the SEC (May 2026). Iron Horse and ELECTRA filed a registration statement

on Form S-4 in connection with the proposed business combination.

● Updated

investor materials released (May & June 2026). The companies released updated investor

presentations detailing ELECTRA’s multi-terawatt-hour opportunity pipeline and asset-light,

software-driven model across energy storage, data centers, autonomous systems, and e-mobility.

“Signing

the Business Combination Agreement was never the destination — it was the starting gun. Since then we’ve added customers

across mining, mobility, and energy, extended our platform into grid storage, post-quantum security, and space, and helped define where

batteries win in the AI era. Every battery on Earth deserves a brain — and we’re executing, win after win, toward becoming

the world’s first publicly traded pure-play AI Battery Intelligence company,” said Fabrizio Martini, CEO and Co-Founder

of ELECTRA AI.

“What

we are seeing from ELECTRA between signing and closing is exactly what we love to see: commercial traction, category leadership, disciplined

execution…this momentum speaks volumes of ELECTRA’s tenacity and drive,” said Jose Antonio Bengochea, CEO and Chairman

of Iron Horse Acquisition II Corp.

Transaction

Overview

As

previously announced on April 21, 2026, ELECTRA and Iron Horse entered into a definitive Business Combination Agreement. The proposed

transaction values ELECTRA at an implied equity value of approximately $250 million+, including earn-out targets. The respective boards

of directors of both ELECTRA and Iron Horse have unanimously approved the transaction, which is expected to close in the second half

of 2026, subject to approval by Iron Horse’s stockholders, registration with the SEC, and other customary closing conditions. Upon

closing, the combined company is expected to operate as ELECTRA AI and remain listed on Nasdaq under the ticker symbol “AIBR”.

Cantor

Fitzgerald acted as underwriter to Iron Horse in connection with its initial public offering, and Loeb & Loeb LLP is serving as Iron

Horse’s legal counsel. Park Avenue Capital Group Corp. and Roth Capital Partners serve as financial advisors to ELECTRA, with Latham

& Watkins LLP as ELECTRA’s legal counsel.

2

About

ELECTRA AI

ELECTRA

AI is the leading AI-driven cleantech and B2B software company, accelerating the world’s transition to electrification by unlocking

the full potential of battery technology. ELECTRA AI builds the AI Brain for Batteries™ platform, a unified intelligence layer

that enables battery systems to be monitored, optimized, and controlled across their full lifecycle. By combining Agentic AI, Physical

AI, Physics-informed Battery Modeling with Large Quantitative Models (LQMs), ELECTRA AI transforms batteries from passive hardware into

intelligent, adaptive, and increasingly autonomous assets.

ELECTRA

AI powers battery intelligence across every major battery-powered sector, including Energy Infrastructure (BESS for grid, renewables,

and data centers), autonomous systems (robotics, humanoid, space assets), and e-mobility, helping make electrification safer, more resilient,

and more economically productive. ELECTRA AI was co-founded in 2015 by Fabrizio Martini, inspired by work conducted as a Principal Investigator

on NASA projects.

ELECTRA

AI has entered into a definitive business combination agreement with Iron Horse Acquisition II Corp. (Nasdaq: IRHO). The combined company

is expected to list on Nasdaq in the second half of 2026 under the ticker AIBR. More information is available at

https://www.electrabrain.ai/investors/.

About

Iron Horse Acquisition II Corp.

Iron

Horse Acquisition II Corp. (Nasdaq: IRHO) (www.ironhorseacquisition.com) is a special purpose acquisition company co-founded by CEO and

Chairman Jose Antonio Bengochea and CFO Bill Caragol. Iron Horse completed its initial public offering in December 2025, raising gross

proceeds of approximately $230 million. Iron Horse was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition,

stock purchase, reorganization, or similar business combination with one or more businesses, with a particular focus on companies in

the AI, media, and technology sectors.

Forward-Looking

Statements

Certain

statements in this press release may be considered “forward-looking statements” within the meaning of the “safe harbor”

provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events

or Iron Horse’s or Electra’s future financial or operating performance. Forward-looking statements in this press release

include, without limitation, statements regarding the anticipated capabilities, benefits, and outcomes of the commercial engagements,

partnerships, and technical collaborations described herein, including statements regarding expected improvements in battery monitoring,

performance, safety, fleet productivity, and financing confidence, as well as statements regarding the proposed business combination

and the anticipated Nasdaq listing. These outcomes are subject to successful integration and deployment, technology performance, market

conditions, and other factors beyond the parties’ control. In some cases, you can identify forward-looking statements by terminology

such as “may,” “should,” “expect,” “intend,” “will,” “estimate,”

“anticipate,” “believe,” “predict,” “potential,” or “continue,” or the negatives

of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and

other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements.

These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Iron Horse and Electra

and their respective management teams, are inherently uncertain. Factors that may cause actual results to differ materially from current

expectations include, but are not limited to: (i) the occurrence of any event, change, or other circumstances that could give rise to

the termination of the BCA; (ii) the outcome of any legal proceedings that may be instituted against Iron Horse, Electra, the combined

company, or others following the announcement of the transaction; (iii) the inability to complete the transaction due to the failure

to obtain approval of the stockholders of Iron Horse or to satisfy other conditions to closing; (iv) changes to the proposed structure

of the transaction that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory

approval of the transaction; (v) the ability to meet Nasdaq’s continued listing standards following the consummation of the transaction;

(vi) the risk that the transaction disrupts current plans and operations of Electra as a result of the announcement and consummation

of the transaction; (vii) the ability to recognize the anticipated benefits of the transaction, which may be affected by, among other

things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers

and suppliers and retain its management and key employees; (viii) costs related to the transaction; (ix) changes in applicable laws or

regulations; and (x) the possibility that Electra or the combined company may be adversely affected by other economic, business, and/or

competitive factors. Nothing in this press release should be regarded as a representation by any person that the forward-looking statements

set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should

not place undue reliance on forward-looking statements, which speak only as of the date they are made. Neither Iron Horse nor Electra

undertakes any duty to update these forward-looking statements, except as required by law.

3

No

Offer or Solicitation

This

press release does not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of

the proposed transaction, and shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there

be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration

or qualification under the securities laws of any such state or jurisdiction. No offering of securities will be made except by means

of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.

Additional

Information about the Business Combination and Where to Find It

In

connection with the proposed business combination, Iron Horse and Electra have filed a registration statement on Form S-4 (the “Registration

Statement”) with the SEC, which includes a proxy statement/prospectus, and certain other related documents, to be used at the meeting

of stockholders to approve the proposed business combination. INVESTORS AND SECURITY HOLDERS OF IRON HORSE ARE URGED TO READ THE PROXY

STATEMENT/PROSPECTUS, ANY AMENDMENTS THERETO, AND OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY

WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ELECTRA, IRON HORSE, AND THE BUSINESS COMBINATION. The

definitive proxy statement will be mailed to shareholders of Iron Horse as of a record date to be established for voting on the proposed

business combination and other proposals. Investors and security holders will also be able to obtain copies of the Registration Statement

and other documents containing important information about each of the companies once such documents are filed with the SEC, without

charge, at the SEC’s website at www.sec.gov, or by directing a request to: Loeb & Loeb LLP.

Participants

in the Solicitation

Iron

Horse, Electra, and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies

from Iron Horse’s stockholders in connection with the proposed business combination. A list of the names of such directors and

executive officers and information regarding their direct and indirect interests in the proposed business combination, by security holdings

or otherwise are set forth in the proxy statement/prospectus included in the Registration Statement filed with SEC, and is available

free of charge at www.sec.gov.

Media

Contacts

ELECTRA

AI

www.electrabrain.ai

Giovanni

Rossi – grossi@electrabrain.ai

IRON

HORSE

www.ironhorseacquisition.com

Bill

Caragol – bill@ironhorseacquisition.com

4

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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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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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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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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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