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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):
July
5, 2023
AURORA
TECHNOLOGY ACQUISITION CORP.
(Exact
Name of Registrant as Specified in its Charter)
Cayman
Islands |
|
001-41250 |
|
98-1624542 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
4
Embarcadero Center, Suite 1449
San
Francisco, California |
|
94105 |
(Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (650) 550-0458
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 (see General Instruction A.2. below):
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange
on
which registered |
Units,
each consisting of one Class A Ordinary Share, par value, $0.0001 per share, one Redeemable Warrant to acquire one-half of one Class
A Ordinary Share, and one Right to acquire one-tenth of one Class A Ordinary Share |
|
ATAKU |
|
The
Nasdaq Stock Market LLC |
Class
A Ordinary Shares |
|
ATAK |
|
The
Nasdaq Stock Market LLC |
Redeemable
Warrants, each two warrants exercisable for one Class A ordinary share at $11.50 per share |
|
ATAKW |
|
The
Nasdaq Stock Market LLC |
Rights,
each 10 rights entitling the holder thereof to one Class A ordinary share |
|
ATAKR |
|
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. |
The
description of the July Working Capital Note (as defined below) and related transactions set forth in Item 2.03 to this Current
Report on Form 8-K, and Exhibit 10.1 filed herewith, are incorporated into this Item 1.01 by reference
Item
2.03 |
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On
July 7, 2023, the Company issued an unsecured promissory note (the “July Working Capital Note”) in the amount of $100,000.00
to the Sponsor, in exchange for the Sponsor depositing such amounts in the Company’s working capital account, in order to provide
the Company with additional working capital. The July Working Capital Note does not bear interest, and matures (subject to the waiver
against trust provisions) upon the earlier of (i) two (2) days following the date on which the Company’s initial business combination
is consummated and (ii) the date of the liquidation of the Company.
The
July Working Capital Note was issued pursuant to an exemption from registration contained in Section 4(a)(2) of the Securities Act of
1933, as amended (the “Securities Act”).
The
foregoing description of the July Working Capital Note is only a summary and is qualified in its entirety by the July Working Capital
Note, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
As
previously disclosed, on March 3, 2023, the Company issued an unsecured promissory note to the Sponsor, with a principal amount equal
to $810,000.00 (the “Extension Note”). Pursuant to the Extension Note, on July 5, 2023, the Company delivered to the
Sponsor a written request to draw down $135,000.00 for the purpose of extending the date by which the Company has to consummate a business
combination (the “Combination Period”). Upon this written request, the Sponsor deposited $135,000.00 to the Company’s
Trust Account.
The
Company extended the Combination Period from July 9, 2023 to August 9, 2023, by depositing $135,000.00 into the Trust Account on July
5, 2023, as described in Item 2.03 of this Current Report on Form 8-K. The Company issued the release filed herewith on July 7,
2023. The materials attached as Exhibit 99.1 are incorporated by reference herein.
Item
9.01 |
Financial
Statements and Exhibits. |
(d)
Exhibits.
The
following exhibits are filed with this report, except Exhibit 99.1 hereto, which 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 or the Exchange Act, except
as expressly set forth by specific reference in such filing.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Date:
July 7, 2023
Aurora
Technology Acquisition Corp. |
|
|
|
|
By: |
/s/
Zachary Wang |
|
Name: |
Zachary
Wang |
|
Title: |
Chief
Executive Officer and Chairman |
|
Exhibit 10.1
THIS
PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE
THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER THAT SUCH
REGISTRATION IS NOT REQUIRED.
PROMISSORY
NOTE
Issue
Date: July 7, 2023
Principal
Amount: $100,000.00
Aurora
Technology Acquisition Corp., Cayman Islands exempted company (the “Maker”), promises to pay to the order of ATAC
Sponsor LLC, a Delaware limited liability company, or its registered assigns or successors in interest (the “Payee”),
or order, the principal sum of One Hundred Thousand Dollars ($100,000.00) in lawful money of the United States of America, on the terms
and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds, without
setoff or counterclaim, to such account as the Payee may from time to time designate by written notice in accordance with the provisions
of this Note.
1.
Maturity. The principal balance of this Note shall be due and payable by the Maker upon the closing of a Repayment/Conversion Trigger
Event, as such term is defined below (the “Maturity Date”). The principal and balance may be prepaid at any time prior
to the Maturity Date without penalty upon written notice by the Maker to the Payee.
(a)
Each of the following shall constitute a “Repayment/Conversion Trigger Event”:
|
(i) |
the
closing of a merger, consolidation or other business combination pursuant to which the Maker acquires an entity for its initial business
combination (a “DeSPAC Transaction”); or |
|
|
|
|
(ii) |
the
liquidation of the Maker (a “Liquidation”) that occurs while the Note is outstanding or any time thereafter
prior to the repayment of the Note. |
Maker
shall provide Payee at least ten (10) days’ prior notice of any Repayment/Conversion Trigger Event and to the extent applicable
a copy of the material terms of the DeSPAC Transaction. Under no circumstances shall any individual, including but not limited to any
officer, director, employee or shareholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.
(b)
Form of Repayment. All amounts due under this Note shall be repaid in cash no later than two days following closing of the Repayment/Conversion
Trigger Event, unless otherwise agreed to in writing by the Payee and Maker.
2.
Interest. This Note shall bear no interest.
3.
Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum
due under this Note, including (without limitation) reasonable attorneys’ fees, then to the payment in full of any late charges,
and finally to the reduction of the unpaid principal balance of this Note.
4.
Use of Proceeds. The proceeds of this Note shall be used for the Maker’s general working capital purposes.
5.
Events of Default. The following shall constitute an event of default (“Event of Default”):
(a)
Failure to Make Required Payments. Failure by Maker to pay any principal amount due pursuant to this Note within five (5) business
days of the Maturity Date.
(b)
Breach of Use of Proceeds. Failure by Maker to comply with the provisions of Section 4 of this Note.
(c)
Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization,
rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee,
trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it
of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking
of corporate action by Maker in furtherance of any of the foregoing.
(d)
Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect
of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the
winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive
days.
6.
Remedies.
(a)
Upon the occurrence of an Event of Default specified in Section 5(a) or Section 5(b) hereof, Payee may, by written notice to Maker, declare
this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable hereunder,
shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly
waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.
(b)
Upon the occurrence of an Event of Default specified in Sections 5(c) and 5(d), the unpaid principal balance of this Note, and all other
sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on
the part of Payee.
7.
Enforcement Costs. In case any principal of this Note is not paid when due, Maker shall be liable for all costs of enforcement and
collection of this Note incurred by the Payee and any other Holders, including but not limited to reasonable attorneys’ fees and
expenses.
8.
Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of
dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted
by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting
any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale
under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees
that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof or any writ of execution issued hereon,
may be sold upon any such writ in whole or in part in any order desired by Payee.
9.
Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement
of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party,
and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to
by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect
to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties
hereto without notice to Maker or affecting Maker’s liability hereunder. Any failure of the Payee to exercise any right hereunder
shall not be construed as a waiver of the right to exercise the same or any other right at any time and from time to time thereafter.
The Payee may accept late payments, or partial payments, even though marked “payment in full” or containing words of similar
import or other conditions, without waiving any of its rights.
10.
Notices. All notices, statements or other documents which are required or contemplated by this Note shall be made in writing and
delivered: (i) personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission
to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax
number as may be designated in writing by such party or (iii) by electronic mail, to the electronic mail address most recently provided
to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication
so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt
of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier
service or five (5) days after mailing if sent by mail. As of the date of this Note, the following addresses are designated for notices:
Maker: 4 Embarcadero Center, Suite 1449, San Francisco, California 94105, Attn: Zachary Wang, email: zachary@ascaninvestments.com; Payee:
4 Embarcadero Center, Suite 1449, San Francisco, California 94105, Attn: Zachary Wang, email: zachary@ascaninvestments.com.
11.
Construction; Governing Law; Venue; Waiver Of Jury Trial; Etc. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF. MAKER HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS,
FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY
AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION
OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO
HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED
IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT
IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER
MANNER PROVIDED BY LAW. NOTHING IN THIS NOTE SHALL AFFECT ANY RIGHT THAT THE PAYEE OR ANY OTHER HOLDER MAY OTHERWISE HAVE TO BRING ANY
ACTION OR PROCEEDING RELATING TO THIS NOTE AGAINST THE MAKER OR ITS PROPERTIES IN THE COURTS OF ANY OTHER JURISDICTION. THE MAKER WAIVES
PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS BE MADE BY REGISTERED MAIL DIRECTED TO
THE MAKER AT ITS ADDRESS SET FORTH IN SECTION 10 OR TO ANY OTHER ADDRESS AS MAY APPEAR IN THE PAYEE’S OR SUCH OTHER HOLDER’S
RECORDS AS THE ADDRESS OF THE MAKER. IN ANY ACTION, SUIT OR PROCEEDING IN RESPECT OF OR ARISING OUT OF THIS NOTE, THE PAYEE AND THE MAKER
WAIVE TRIAL BY JURY, AND EACH OF MAKER AND PAYEE WAIVES (I) THE RIGHT TO INTERPOSE ANY SET-OFF OR COUNTERCLAIM OF ANY NATURE OR DESCRIPTION,
(II) ANY OBJECTION BASED ON FORUM NON CONVENIENS OR VENUE, AND (III) ANY CLAIM FOR CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES.
12.
Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
13.
Trust Waiver. Notwithstanding anything herein to the contrary, but subject to the following sentence of this Section 13, the Payee
hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution of or from
the trust account (the “Trust Account”) established in which the proceeds of the initial public offering (“the
“IPO”) conducted by the Maker (including the deferred underwriters’ discounts and commissions) and the proceeds
of the sale of the warrants issued in a private placement that occurred prior to the closing of the IPO were deposited, as described
in greater detail in Maker’s Registration Statement on Form S-1 (333-261753) filed with the Securities and Exchange Commission
in connection with the IPO (the “Registration Statement”), and hereby agrees not to seek recourse, reimbursement,
payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. Notwithstanding the foregoing, the Payee does
not waive any Claims and does not waive its rights to seek recourse, reimbursement, payment or satisfaction for any Claim against the
Trust Account for distributions of remaining funds released to the Maker from the Trust Account following redemptions or other distributions
to the Maker’s public shareholders.
14.
Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent
of the Maker and the Payee.
15.
Assignment. This Note binds and is for the benefit of the successors and permitted assigns of the Maker and the Payee. No assignment
or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without
the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void; provided,
that upon the announcement of a DeSPAC Transaction or occurrence and during the continuation of an Event of Default, Payee shall have
the right to assign this Note in its discretion without the consent of Maker.
[Signature
page follows]
IN
WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the
day and year first above written.
Aurora
Technology Acquisition Corp. |
|
|
|
|
By: |
/s/
Zachary Wang |
|
Name: |
Zachary
Wang |
|
Title: |
Chief
Executive Officer |
|
Exhibit 99.1
Aurora
Technology Acquisition Corp. Announces Additional Contribution to Trust Account to Extend Deadline to Consummate Business Combination
SAN
FRANCISCO, CALIF. – July 7, 2023 – Aurora Technology Acquisition Corp. (NASDAQ: ATAKU, ATAK, ATAKW, ATAKR) (the
“Company”) announced today that its sponsor, ATAC Sponsor LLC (the “Sponsor”), has deposited an aggregate of
$135,000.00 (the “Extension Payment”) into the Company’s trust account in order to extend the date by which the Company
has to consummate a business combination from July 9, 2023, to August 9, 2023.
The
Extension Payment was loaned as a draw down pursuant to an unsecured promissory note the Company issued to the Sponsor on March 3, 2023,
with a principal amount equal to $810,000.00 (the “Extension Note”). The Extension Note bears no interest and is repayable
in full upon the earlier of (a) the date of the consummation of the Company’s initial business combination, or (b) the date of
the liquidation of the Company, subject to the terms and conditions set forth in the Extension Note. The Company’s stockholders
are not entitled to vote on or redeem their shares in connection with this extension.
About
Aurora Technology Acquisition Corp.
Aurora
Technology Acquisition Corp. is a Cayman Island-based blank check company formed for the purpose of effecting a merger, share exchange,
asset acquisition, share purchase, reorganization or similar business combination with one or more businesses in any industry or geographic
location, but intends to focus its search on high-growth technology companies based in North America and Asia (excluding China). The
Company aims to prioritize target companies founded by Asian or Asian-American entrepreneurs who are building a global enterprise supported
by forward thinking visions and innovative frontier technologies that include, but are not limited to, artificial intelligence, blockchain,
quantum computing, and electric vehicles.
Forward
Looking Statements
This
press release may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact
included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,”
“believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to
us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management,
as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially
from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with
the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in
their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control
of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus relating
to the Company’s initial public offering filed with the SEC. The Company undertakes no obligation to update these statements for
revisions or changes after the date of this release, except as required by law.
Contact
Information
Zachary
Wang, CEO
Cathryn
Chen, CFO
Yida
Gao, COO
Email:
info@auroraspac.com
v3.23.2
Cover
|
Jul. 05, 2023 |
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Jul. 05, 2023
|
Entity File Number |
001-41250
|
Entity Registrant Name |
AURORA
TECHNOLOGY ACQUISITION CORP.
|
Entity Central Index Key |
0001883788
|
Entity Tax Identification Number |
98-1624542
|
Entity Incorporation, State or Country Code |
E9
|
Entity Address, Address Line One |
4
Embarcadero Center
|
Entity Address, Address Line Two |
Suite 1449
|
Entity Address, City or Town |
San
Francisco
|
Entity Address, State or Province |
CA
|
Entity Address, Postal Zip Code |
94105
|
City Area Code |
(650)
|
Local Phone Number |
550-0458
|
Written Communications |
false
|
Soliciting Material |
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|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Entity Emerging Growth Company |
true
|
Elected Not To Use the Extended Transition Period |
false
|
Entity Information, Former Legal or Registered Name |
Not
Applicable
|
Units, each consisting of one Class A Ordinary Share, par value, $0.0001 per share, one Redeemable Warrant to acquire one-half of one Class A Ordinary Share, and one Right to acquire one-tenth of one Class A Ordinary Share |
|
Title of 12(b) Security |
Units,
each consisting of one Class A Ordinary Share,
|
Trading Symbol |
ATAKU
|
Security Exchange Name |
NASDAQ
|
Class A Ordinary Shares |
|
Title of 12(b) Security |
Class
A Ordinary Shares
|
Trading Symbol |
ATAK
|
Security Exchange Name |
NASDAQ
|
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|
Title of 12(b) Security |
Redeemable
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|
Trading Symbol |
ATAKW
|
Security Exchange Name |
NASDAQ
|
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|
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|
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ATAKR
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Security Exchange Name |
NASDAQ
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