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Form 8-K

sec.gov

8-K — Drugs Made In America Acquisition Corp.

Accession: 0001213900-26-111421

Filed: 2026-10-21

Period: 2026-10-13

CIK: 0002028614

SIC: 6770 (BLANK CHECKS)

Item: Entry into a Material Definitive Agreement

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0308860-8k425_drugs.htm (Primary)

EX-2.1 — AMENDMENT NO. 1 TO THE AMENDED AND RESTATED DEFINITIVE MERGER AGREEMENT, DATED OCTOBER 13, 2026, BETWEEN DRUGS MADE IN AMERICA ACQUISITION CORP. AND POWER ANALYTICS GLOBAL CORP (ea030886001ex2-1.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported):

October 13, 2026

DRUGS MADE IN AMERICA ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands

001-42467

99-2394788

(State

or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S.

Employer

Identification No.)

420 Lexington Avenue, Suite 1402

New York, NY 10170

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:

(646) 726-7074

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, par value $0.0001 per share, and one Right to receive one-eighth (1/8) of an Ordinary Share

DMAAU

The Nasdaq Stock Market LLC

Ordinary Shares

DMAA

The Nasdaq Stock Market LLC

Rights

DMAAR

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 1.01 Entry into a Material Definitive

Agreement.

On October 13, 2026, Drugs Made In America Acquisition

Corp. (the “Company”) and Power Analytics Global Corp, a Delaware corporation (“PAGC”), entered into

Amendment No. 1 (the “Amendment”) to their Amended and Restated Definitive Merger Agreement dated as of September 8,

2026 (the “Merger Agreement”). The Amendment was approved by the boards of directors of both parties.

Standalone Closing Valuation

The Merger Agreement provides for a Closing Valuation

of US$2,850,000,000, determined on an asset basis and including PAGC’s proposed acquisition of APQC Inc and the UltraSolar intellectual

property (the “APQC Acquisition”), and makes completion of the APQC Acquisition a condition to closing.

Under the Amendment, the Closing Valuation automatically

becomes US$1,710,000,000 for PAGC on a standalone basis (the “Standalone Closing Valuation”), without further action

by either party, upon the earliest of the following (a “Reversion Event”):

(a) the APQC Acquisition not having been completed on or before

November 1, 2026;

(b) termination of the definitive agreement for the APQC Acquisition;

or

(c) delivery to PAGC of a written determination by the Company’s

independent directors that the APQC Acquisition cannot be completed.

The Standalone Closing Valuation includes PAGC’s

existing business, assets and intellectual property owned as of October 13, 2026, and excludes the APQC Acquisition, the UltraSolar intellectual

property and any other asset not owned by PAGC on that date. The Merger Consideration will be calculated at the Reference Price under

the Merger Agreement and paid in full at closing in shares of the Company, with no earnout or other contingent consideration.

Following a Reversion Event, the condition to

closing requiring completion of the APQC Acquisition, and the Company’s right to terminate the Merger Agreement if the APQC Acquisition

is not completed by December 31, 2026, will be deleted. A Reversion Event will not itself give either party a right to terminate the Merger

Agreement. If the APQC Acquisition is completed on or before November 1, 2026, and no other Reversion Event occurs, the Merger Agreement

will continue on its existing valuation terms, subject to the fairness opinion and cooperation provisions of the Amendment.

Later Addition of APQC and Other Assets

Following a Reversion Event and before closing,

the parties may increase the Closing Valuation to reflect the independently appraised value of the APQC Acquisition, the UltraSolar or

PolariQon intellectual property or other assets subsequently acquired by PAGC, only by a further written amendment to the Merger Agreement

approved by the Company’s independent directors and supported by a supplemental fairness opinion. Any additional Merger Consideration

would be paid in shares of the Company at the Reference Price. Until such an amendment becomes effective, the Standalone Closing Valuation

applies. Assets already included in the Standalone Closing Valuation may not be valued again or added to increase the Merger Consideration.

After closing, any acquisition of such assets

by the combined company from former PAGC stockholders or their affiliates would be a related-party transaction requiring the approval

of the combined company’s independent directors, at a price not exceeding independently appraised value, and would not increase the Merger

Consideration. The Closing Valuation, together with the value of all such added or acquired assets, may not exceed US$2,850,000,000. That

limit does not apply to acquisitions by the combined company from unrelated parties.

1

Fairness Opinion

The Amendment provides that, following a Reversion

Event, the fairness opinion condition in Section 6.5(a) of the Merger Agreement will be satisfied by the written opinion of Joel A. Gallo,

acting in his individual capacity as an independent evaluator and financial advisor, that the business combination at the Standalone Closing

Valuation is fair, from a financial point of view, to the Company’s unaffiliated shareholders. The parties have agreed that Mr. Gallo,

as a sole-practitioner independent valuation professional, qualifies as the independent valuation firm required by that Section for that

opinion. If the APQC Acquisition is completed and no Reversion Event occurs, the condition will be satisfied by the opinion of an independent

evaluator engaged by the Company’s independent directors for that purpose.

PAGC has agreed to provide financial statements,

projections, intellectual property records, contracts and other reasonably requested information and management access, and to use its

best efforts to provide substantially complete information within two business days of each request. Any delay in providing that information

extends the expected delivery date of the opinion by an equal period.

The foregoing description of the Amendment does

not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as

Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 8.01 Other Events.

The independent firm previously approved to render

the fairness opinion contemplated by Section 6.5(a) of the Merger Agreement determined that the intellectual property valuation required

by the assignment would have called for a dual opinion, with a separate intellectual property evaluator added to complete it. As a result,

no opinion was issued, and the Company and that firm agreed to terminate the engagement effective October 2, 2026.

On October 12, 2026, following the written approval

of the Company’s board of directors, the Company’s independent directors engaged Joel A. Gallo, acting in his individual capacity as an

independent evaluator and financial advisor, under an Independent Financial Fairness Opinion Engagement Letter dated October 12, 2026,

to render the opinion on PAGC at the Standalone Closing Valuation of US$1,710,000,000. Mr. Gallo is able to value intellectual property

himself, in addition to applying other valuation methods, and his evaluation will include PAGC’s existing intellectual property as part

of its standalone business. The opinion is expected to be delivered on or before October 26, 2026, subject to timely receipt of the information

required to complete it.

As of the date of this Current Report, no opinion

has been delivered. The opinion remains subject to Mr. Gallo’s independent professional judgment and continues to be a condition to closing.

The termination of the prior engagement and its replacement by Mr. Gallo do not give either party a right to terminate the Merger Agreement.

2

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking

statements, including statements regarding the proposed business combination between the Company and PAGC, the Closing Valuation, the

APQC Acquisition, the occurrence or non-occurrence of a Reversion Event, the expected delivery of the fairness opinion, the potential

addition of other assets, and the expected timing and completion of the business combination. Words such as “expect,” “intend,”

“will,” “may,” “anticipate” and similar expressions are intended to identify forward-looking statements.

These statements are based on the current expectations of the management of the Company and PAGC and are not predictions of actual performance.

Because the Company is a blank check company,

the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995 does not apply to forward-looking

statements made by or on behalf of the Company in this Current Report on Form 8-K or the exhibits hereto.

Actual events and circumstances are difficult

or impossible to predict and may differ materially from those expressed or implied. These forward-looking statements are subject to a

number of risks and uncertainties, including, among others: (i) the risk that the business combination may not be completed in a timely

manner or at all, including by the Company’s business combination deadline or the Outside Date; (ii) the failure to satisfy the conditions

to closing, including the approval of the Company’s shareholders, the delivery of the fairness opinion and the Minimum Cash Condition;

(iii) the risk that the fairness opinion is not delivered when expected, or that it does not conclude that the business combination is

fair to the Company’s unaffiliated shareholders; (iv) whether the APQC Acquisition is completed and whether a Reversion Event occurs;

(v) the level of redemptions by the Company’s public shareholders and the resulting amount of cash available at closing; (vi) the inability

to complete any financing on acceptable terms or at all; (vii) risks relating to the affiliated nature of the business combination; (viii)

risks relating to the ownership, protection and enforceability of PAGC’s intellectual property; (ix) the outcome of any legal proceedings

that may be instituted against the Company, PAGC or their respective directors or officers; (x) the ability of the Company to obtain or

maintain the listing of its securities on Nasdaq before and following the business combination; and (xi) other risks and uncertainties

indicated from time to time in the Company’s filings with the Securities and Exchange Commission, including those under “Risk Factors”

in the Company’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, and in the registration statement to be filed

in connection with the business combination.

Forward-looking statements speak only as of the

date of this Current Report. Neither the Company nor PAGC undertakes any obligation to update or revise any forward-looking statement,

except as required by law.

3

No Offer or Solicitation

This Current Report on Form 8-K is not a proxy

statement or a solicitation of a proxy, consent or authorization with respect to any securities or the proposed business combination,

and is not an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction

in which such offer, solicitation or sale would be unlawful.

Additional Information and Where to Find

It; Participants in the Solicitation

The Company intends to file with the Securities

and Exchange Commission a registration statement on Form S-4 that will include a proxy statement/prospectus in connection with the proposed

business combination. Shareholders and other interested persons are urged to read the proxy statement/prospectus and other documents filed

with the Securities and Exchange Commission when available, because they will contain important information about the Company, PAGC and

the proposed business combination. Copies will be available free of charge at www.sec.gov or from the Company at 420 Lexington Avenue,

Suite 1402, New York, NY 10170. The Company, PAGC and their respective directors and executive officers may be deemed participants in

the solicitation of proxies from the Company’s shareholders in connection with the proposed business combination, and information about

their interests will be set out in the proxy statement/prospectus.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

2.1

Amendment No. 1 to the Amended and Restated Definitive Merger Agreement, dated October 13, 2026, between Drugs Made In America Acquisition Corp. and Power Analytics Global Corp.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

4

SIGNATURE

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.

DRUGS MADE IN AMERICA ACQUISITION CORP.

By:

/s/ Roger E. Bendelac

Name:

Roger E. Bendelac

Title:

Chief Executive Officer

Date:

October 21, 2026

5

EX-2.1 — AMENDMENT NO. 1 TO THE AMENDED AND RESTATED DEFINITIVE MERGER AGREEMENT, DATED OCTOBER 13, 2026, BETWEEN DRUGS MADE IN AMERICA ACQUISITION CORP. AND POWER ANALYTICS GLOBAL CORP

EX-2.1

Filename: ea030886001ex2-1.htm · Sequence: 2

Exhibit 2.1

AMENDMENT NO. 1

TO THE

AMENDED AND RESTATED DEFINITIVE MERGER AGREEMENT

This Amendment No. 1 (this "Amendment")

is entered into as of October 13, 2026, by and between Drugs Made In America Acquisition Corp., a Cayman Islands exempted company

(the "Company"), and Power Analytics Global Corp, a Delaware corporation ("PAGC", and together

with the Company, the "Parties"), and amends the Amended and Restated Definitive Merger Agreement dated as of September

8, 2026, between the Parties (the "Agreement"). Capitalized terms used but not defined in this Amendment have the meanings

given to them in the Agreement.

RECITALS

A. The Agreement provides for a Closing Valuation

of US$2,850,000,000, determined on an asset basis and including PAGC's acquisition of APQC Inc and the UltraSolar intellectual property

(the "APQC Acquisition"), and makes completion of the APQC Acquisition a condition to Closing.

B. The board of directors of the Company, by written

resolutions adopted on October 6, 2026, approved terms under which the business combination may proceed with PAGC on a standalone basis

at a Closing Valuation of US$1,710,000,000 if the APQC Acquisition is not completed by November 1, 2026, while allowing the APQC Acquisition

and other assets to be added later at their independently appraised value.

C. The independent firm previously approved to

render the opinion contemplated by Section 6.5(a) of the Agreement (the "Prior Firm") determined that the intellectual

property valuation required by the assignment would have called for a dual opinion, with a separate intellectual property evaluator added

to complete it. As a result, no opinion was issued, and the Company and the Prior Firm agreed to terminate the engagement effective October

2, 2026. The independent directors of the Company have since engaged Joel A. Gallo, acting in his individual capacity as an independent

evaluator and financial advisor, to render the opinion contemplated by Section 6.5(a) of the Agreement on PAGC at a Closing Valuation

of US$1,710,000,000 on a standalone basis. Mr. Gallo is able to value intellectual property himself, in addition to applying other valuation

methods.

D. The Parties wish to amend the Agreement to

give effect to those terms. This Amendment has been approved by the board of directors of each Party.

The Parties therefore agree as follows.

1. DEFINITIONS

1.1 "Reversion Event"

means the earliest to occur of: (a) the APQC Acquisition not having been completed on or before November 1, 2026; (b) the termination

of the definitive agreement for the APQC Acquisition; and (c) the delivery to PAGC of a written determination by the independent directors

of the Company that the APQC Acquisition cannot be completed.

1.2 "Standalone Closing Valuation"

means US$1,710,000,000, being the valuation of PAGC on a standalone basis, including its existing business, assets and intellectual property

owned as of the date of this Amendment.

1.3 "Contributed Asset"

means all or any part of the APQC Acquisition, the UltraSolar intellectual property, the PolariQon intellectual property, or any other

asset, in each case acquired by or assigned to PAGC after the date of this Amendment, excluding any asset already included in the Standalone

Closing Valuation.

1.4 "Appraised Value"

means the value of a Contributed Asset as determined by an independent appraiser engaged by the independent directors of the Company.

1.5 "Ceiling" means US$2,850,000,000.

1.6 "Independent Evaluator"

means Joel A. Gallo, acting in his individual capacity as an independent evaluator and financial advisor, engaged by the independent directors

of the Company under an Independent Financial Fairness Opinion Engagement Letter dated October 12, 2026, solely to render the opinion

on the Standalone Closing Valuation described in Section 4.2.

1.7 "Qualified Evaluator"

means any independent investment banking firm, independent valuation firm or individual independent valuation professional selected and

engaged by the independent directors of the Company to render an opinion contemplated by Section 3.1 or Section 4.3. The Independent Evaluator

is not engaged for, and has no obligation to render, any such opinion.

2. CLOSING AT THE STANDALONE CLOSING VALUATION

2.1 Upon the occurrence of a Reversion

Event, automatically and without notice or further action by either Party: (a) the Closing Valuation shall be the Standalone Closing Valuation,

which values PAGC excluding the APQC Acquisition, the UltraSolar intellectual property and any asset not owned by PAGC on the date of

this Amendment; and (b) the Merger Consideration shall be calculated on the basis of the Standalone Closing Valuation at the Reference

Price, in accordance with the Agreement. For the avoidance of doubt, the Standalone Closing Valuation includes the intellectual property

owned by PAGC independently of the APQC Acquisition.

2.2 The Merger Consideration based on the

Standalone Closing Valuation shall be payable in full at Closing. No earnout or other contingent consideration shall be payable.

2

2.3 Upon the occurrence of a Reversion

Event: (a) the condition to Closing requiring completion of the APQC Acquisition is deleted; and (b) the right of the Company to terminate

the Agreement if the APQC Acquisition is not completed by December 31, 2026, is deleted. The occurrence of a Reversion Event shall not

of itself give either Party any right to terminate the Agreement.

2.4 If the APQC Acquisition is completed

on or before November 1, 2026, and no other Reversion Event has occurred, the Agreement shall continue in accordance with its terms, as

amended by Sections 4 and 5 of this Amendment.

3. LATER ADDITION OF APQC AND OTHER ASSETS

3.1 If, after a Reversion Event and before

Closing, a Contributed Asset is acquired by or assigned to PAGC, the Parties may increase the Closing Valuation by an amount not exceeding

its Appraised Value, by a further written amendment to the Agreement approved by the independent directors of the Company and subject

to the delivery of a supplemental opinion of a Qualified Evaluator covering the revised valuation. Any additional Merger Consideration

shall be paid in shares of the Company at the Reference Price. Until such an amendment is effective, the Standalone Closing Valuation

shall apply. No asset included in the Standalone Closing Valuation shall be valued again or added for the purpose of increasing the Merger

Consideration.

3.2 After Closing, any acquisition of a

Contributed Asset by the combined company from PAGC's former stockholders or their affiliates shall be a related-party transaction requiring

the approval of the independent directors of the combined company, at a price not exceeding its Appraised Value. Any such acquisition

shall be separately documented and shall not increase the Merger Consideration.

3.3 The Closing Valuation, together with

the value of all Contributed Assets added under Section 3.1 or acquired under Section 3.2, shall not exceed the Ceiling. The Ceiling does

not apply to acquisitions by the combined company from persons other than PAGC's former stockholders and their affiliates.

4. FAIRNESS OPINION (SECTION 6.5(a))

4.1 Each reference in Section 6.5(a) of

the Agreement, or elsewhere in the Agreement, to the Independent Firm, to the Prior Firm or to an independent investment banking or valuation

firm shall refer to the Independent Evaluator or the Qualified Evaluator engaged for the relevant opinion. The Parties agree that Joel

A. Gallo, acting as a sole-practitioner independent valuation professional, constitutes an independent valuation firm, and the Independent

Firm, for purposes of Section 6.5(a) of the Agreement, and that his engagement satisfies the requirements of that Section for the opinion

on the Standalone Closing Valuation. This Section 4.1 addresses only who may render the opinion and does not affect the requirement that

the written opinion be delivered.

4.2 After a Reversion Event, the Fairness

Opinion condition in Section 6.5(a) of the Agreement shall be satisfied by the written opinion of the Independent Evaluator, whether delivered

before or after the Reversion Event, that the business combination, at the Standalone Closing Valuation, is fair, from a financial point

of view, to the Company's unaffiliated shareholders. In rendering that opinion, the Independent Evaluator shall consider PAGC's existing

business, assets and intellectual property, together with such other valuation considerations as the Independent Evaluator determines

appropriate. The Independent Evaluator is expected to deliver that opinion on or before October 19, 2026, subject to Section 5.2.

3

4.3 If the APQC Acquisition is completed

and no Reversion Event occurs, the Fairness Opinion condition in Section 6.5(a) of the Agreement shall be satisfied by the written opinion

of a Qualified Evaluator engaged by the independent directors of the Company for that purpose.

4.4 The termination of the engagement of

the Prior Firm, and its replacement by the Independent Evaluator, do not give rise to any right of either Party to terminate the Agreement.

5. INFORMATION AND COOPERATION

5.1 PAGC shall promptly provide to the

Independent Evaluator, to each Qualified Evaluator and to any independent appraiser engaged under Section 1.4 such financial statements,

projections, intellectual property records, contracts and other information (including documentation of PAGC's existing intellectual property,

ownership rights, patents, licenses and commercial applications), and such access to PAGC's management, as they may reasonably request,

and shall use its best efforts to provide substantially complete information within two (2) Business Days of each request.

5.2 PAGC acknowledges that the timing of

the opinion depends on the delivery of that information, and that any delay in delivering it shall extend the time for delivery of the

opinion by an equal period.

6. GENERAL

6.1 Each Party represents that it has full

power and authority to enter into this Amendment, that this Amendment has been duly authorized by all necessary corporate action, and

that it constitutes a valid and binding obligation of that Party.

6.2 Except as amended by this Amendment,

the Agreement remains in full force and effect. From the date of this Amendment, each reference in the Agreement to "this Agreement"

means the Agreement as amended by this Amendment. In the event of any conflict between this Amendment and the Agreement, this Amendment

shall prevail.

6.3 This Amendment shall be governed by

the law governing the Agreement and is subject to the dispute resolution provisions of the Agreement.

6.4 This Amendment may be executed in counterparts,

including by electronic or PDF signature, each of which shall be an original and all of which together shall constitute one instrument.

4

IN WITNESS WHEREOF, the Parties have executed

this Amendment as of the date first written above.

DRUGS MADE IN AMERICA ACQUISITION CORP.

POWER ANALYTICS GLOBAL CORP

By:

/s/ Roger E. Bendelac

By:

/s/ Keith Barksdale

Name:

Roger E. Bendelac

Name:

Keith Barksdale

Title:

Chief Executive Officer

Title:

Executive Chairman

5

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- Definition

Indicate if registrant meets the emerging growth company criteria.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

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-Subsection b-2

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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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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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No definition available.

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- Definition

Two-character EDGAR code representing the state or country of incorporation.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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-Publisher SEC

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-Number 240

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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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-Publisher SEC

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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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-Subsection 4c

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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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-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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- 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.

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-Name Securities Act

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-Section 425

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