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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Arrival | NASDAQ:ARVL | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.49 | 0.50 | 0.508 | 0 | 01:00:00 |
Grand Duchy of Luxembourg | | | 98-1569771 |
(Jurisdiction of Incorporation or Organization) | | | (I.R.S. Employer Identification Number) |
• | the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; |
• | the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and |
• | the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events. |
• | the risk that Arrival is an early stage company and expects to incur significant expenses and continuing losses for the foreseeable future; |
• | the risk that Arrival has a limited operating history and has not yet manufactured or sold any production vehicles to customers and may never develop or manufacture any vehicles; |
• | the ability to raise additional capital necessary to execute its business plan, which may not be available on acceptable terms or at all; |
• | the risk that the period of time from the receipt of orders to implementation and delivery is long and the orders are subject to risks of cancellation or postponement; |
• | the risk that the market for commercial electric vehicles may not develop as Arrival expects or may develop more slowly than Arrival expects; |
• | the risk that Arrival’s orders from United Parcel Service General Services Co., LeasePlan and Anaheim Transportation network may be cancelled, modified, or delayed; |
• | the risk that certain of Arrival’s strategic development and deployment arrangements could be terminated or may not materialize into long-term contract partnership arrangements; |
• | Arrival’s ability to execute its microfactory production model on a large scale is unproven and still evolving and this production model may lead to increased costs, as well as delayed and/or reduced production of its vehicles; |
• | regulatory requirements or infrastructure limitations outside Arrival’s control that may slow market adoption of electric vehicles; |
• | the risk that Arrival may be impacted by overall economic conditions, particularly in the markets in which Arrival plans to operate; |
• | the ability to maintain relationships with Arrival’s existing suppliers, source suppliers for Arrival’s critical components and complete building out Arrival’s supply chain; |
• | the ability to sell products to large corporations with substantial negotiating power and exacting standards; |
• | the risk that Arrival may not be able to establish and maintain confidence in its long-term business prospects among customers and analysts and within its industry or is subject to negative publicity; |
• | the risk that as it expands into new territories, Arrival may encounter stronger market resistance than it currently expects; and |
• | the risk that because Arrival has grown its business rapidly and expects to continue to expand its operations, it could fail to manage its growth effectively. |
• | prior authorization by a simple majority vote at an ordinary general meeting of shareholders, which authorization sets forth: |
• | the terms and conditions of the proposed repurchase and, in particular, the maximum number of Ordinary Shares to be repurchased; |
• | the duration of the period for which the authorization is given, which may not exceed five years; and |
• | the shares repurchases, taking into account the treasury shares held pursuant to previous redemptions, may not have the effect of reducing the net assets below the thresholds set forth in article 430-15 of the 1915 Law; |
• | only fully paid-up Ordinary Shares may be repurchased; |
• | the voting and dividend rights attached to the repurchased shares will be suspended as long as the repurchased Ordinary Shares are held by the Company; and the acquisition offer must be made on the same terms and conditions to all the shareholders who are in the same position, except for acquisitions which were unanimously decided by a general meeting at which all the shareholders were present or represented. In addition, listed companies may repurchase their own shares on the stock exchange without an acquisition offer having to be made to our shareholders. |
• | the title and form of the debt securities; |
• | any limit on the aggregate principal amount of the debt securities or the series of which they are a part; |
• | the date or dates on which we must repay the principal, the maturity date and the principal amount due at maturity and whether the securities will be offered at a price such that they will be deemed an “original issue discount”; |
• | the person to whom any interest on a debt security of the series will be paid; |
• | the rate or rates at which the debt securities will bear interest; |
• | if any, the date or dates from which interest will accrue, and the dates on which we must pay interest; |
• | the place or places where we must pay the principal and any premium or interest on the debt securities; |
• | the terms and conditions on which we may redeem any debt security, if at all; |
• | any obligation to redeem or purchase any debt securities, and the terms and conditions on which we must do so; |
• | the denominations in which we may issue the debt securities; |
• | the currency in which we will pay the principal of and any premium or interest on the debt securities and whether we may pay in property other than cash, including our securities; |
• | the principal amount of the debt securities that we will pay upon declaration of acceleration of their maturity; |
• | whether and under what circumstances, if any, we will pay additional amounts on any debt securities held by a person who is not a United States person for tax purposes, and whether we can redeem the debt securities if we have to pay such additional amounts; |
• | if applicable, that the debt securities are defeasible and the terms of such defeasance; |
• | if applicable, the terms of any right to convert debt securities into, or exchange debt securities for, ordinary shares, other debt securities and/or other securities or property; |
• | whether we will issue the debt securities in the form of one or more global securities and, if so, the respective depositaries for the global securities and the terms of the global securities; |
• | the subordination provisions that will apply to any subordinated debt securities; |
• | the events of default applicable to the debt securities and the rights of the trustee, if applicable, or the holders to declare the principal amount of any of the debt securities due and payable; and |
• | the covenants that will apply to the debt securities. |
• | the successor assumes our obligations under the debt securities and the indentures; and |
• | we meet the other conditions described in the indentures. |
• | failure to pay any interest on any debt security when due, for more than a specified number of days past the due date; |
• | failure to pay any principal or deposit any sinking fund payment when due; |
• | failure to perform any covenant or agreement in the indenture that continues for a specified number of days after written notice has been given by the trustee or the holders of a specified percentage in aggregate principal amount of the debt securities of that series; |
• | events of bankruptcy, insolvency or reorganization; and |
• | any other event of default specified in the prospectus supplement. |
• | the holder has previously given the trustee written notice of a continuing event of default; |
• | the holders of a specified percentage in aggregate principal amount of the outstanding securities of that series have made a written request upon the trustee, and have offered reasonable indemnity to the trustee, to institute the proceeding; |
• | the trustee has failed to institute the proceeding for a specified period of time after its receipt of the notification; and |
• | the trustee has not received a direction inconsistent with the request within a specified number of days from the holders of a specified percentage in aggregate principal amount of the outstanding securities of that series. |
• | to fix any ambiguity, defect or inconsistency in the indenture or in the debt securities of any series; |
• | to comply with the provisions described above under “Consolidation, Merger or Sale”; |
• | to comply with any requirements of the SEC in connection with the qualification of any indenture under the Trust Indenture Act; |
• | to evidence and provide for the acceptance of appointment under the indenture by a successor trustee; |
• | to provide for uncertificated debt securities in addition to or in place of certificated securities and to make all appropriate changes for such purpose; or |
• | to change anything that does not adversely affect the rights of any holder of debt securities of any series in any material respect. |
• | extending the fixed maturity of the debt securities of any series; |
• | reducing the principal amount, reducing the rate of or extending the time of payment of interest or reducing any premium payable upon the redemption of any debt securities; or |
• | reducing the percentage of debt securities the holders of which are required to consent to any supplemental indenture. |
• | to maintain a registrar and paying agents and hold monies for payment in trust; |
• | to register the transfer or exchange of the notes; and |
• | to replace mutilated, destroyed, lost or stolen notes. |
• | no event of default shall have occurred or be continuing; |
• | in the case of legal defeasance, we have delivered to the trustee an opinion of counsel to the effect that we have received from, or there has been published by, the Internal Revenue Service a ruling or there has been a change in law which, in the opinion of our counsel, provides that beneficial owners of the debt securities will not recognize gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; |
• | in the case of covenant defeasance, we have delivered to the trustee an opinion of counsel to the effect that the beneficial owners of the debt securities will not recognize gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; and |
• | we satisfy other customary conditions precedent described in the applicable indenture. |
• | the title of the warrants; |
• | the aggregate number of warrants offered; |
• | the designation, number and terms of the debt securities, Ordinary Share or other securities purchasable upon exercise of the warrants and procedures by which those numbers may be adjusted; |
• | the exercise price of the warrants; |
• | the dates or periods during which the warrants are exercisable; |
• | the designation and terms of any securities with which the warrants are issued; |
• | if the warrants are issued as a unit with another security, the date on and after which the warrants and the other security will be separately transferable; |
• | if the exercise price is not payable in U.S. Dollars, the foreign currency, currency unit or composite currency in which the exercise price is denominated; |
• | any minimum or maximum amount of warrants that may be exercised at any one time; |
• | any terms relating to the modification of the warrants; |
• | any terms, procedures and limitations relating to the transferability, exchange or exercise of the warrants; |
• | a discussion of any material U.S. federal income tax considerations applicable to the warrants; and |
• | any other specific terms of the warrants. |
• | the terms of the units and of the Ordinary Shares, debt securities, warrants and/ or purchase contracts comprising the units, including whether and under what circumstances the securities comprising the units may be traded separately; |
• | a description of the terms of any unit agreement governing the units; and |
• | a description of the provisions for the payment, settlement, transfer or exchange of the units. |
• | the date for determining the persons entitled to participate in the rights distribution; |
• | the price, if any, per right; |
• | the exercise price payable for each share of Ordinary Share or debt security upon the exercise of the rights; |
• | the number of rights issued or to be issued to each holder; |
• | the number and terms of the shares of Ordinary Share or debt securities that may be purchased per each right; |
• | the extent to which the rights are transferable; |
• | any other terms of the rights, including the terms, procedures and limitations relating to the exchange and exercise of the rights; |
• | the respective dates on which the holder’s ability to exercise the rights will commence and will expire; |
• | the number of rights outstanding, if any; |
• | a discussion of any material U.S. federal income tax considerations applicable to the rights; |
• | the extent to which the rights may include an over-subscription privilege with respect to unsubscribed securities; and |
• | if applicable, the material terms of any standby underwriting or purchase arrangement entered into by us in connection with the offering of such rights. |
• | the depositary is unwilling or unable to continue as depositary; or |
• | the depositary is no longer in good standing under the Securities Exchange Act of 1934, as amended, or “Exchange Act,” or other applicable statute or regulation. |
• | financial institutions or financial services entities; |
• | insurance companies; |
• | government agencies or instrumentalities thereof; |
• | regulated investment companies and real estate investment trusts; |
• | expatriates or former residents of the United States; |
• | persons that acquired the Ordinary Shares pursuant to an exercise of employee share options, in connection with employee share incentive plans or otherwise as compensation; |
• | dealers or traders subject to a mark-to-market method of tax accounting with respect to the Ordinary Shares or debt securities; |
• | persons holding the Ordinary Shares or debt securities as part of a “straddle,” constructive sale, hedging transaction, integrated transactions or similar transactions; |
• | persons whose functional currency is not the U.S. Dollar; |
• | partnerships or other pass-through entities for U.S. federal income tax purposes or investors in such entities; |
• | controlled foreign corporations or passive foreign investment companies (“PFICs”); |
• | persons required to accelerate the recognition of any item of gross income with respect to the Ordinary Shares or debt securities as a result of such income being recognized on an applicable financial statement; |
• | persons actually or constructively owning 10% or more of the Ordinary Shares; or |
• | tax-exempt entities. |
• | an individual who is a citizen or resident of the United States; |
• | a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia; |
• | an estate whose income is subject to U.S. federal income tax regardless of its source; or |
• | a trust if: (1) a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust; or (2) the trust has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person. |
• | the gain or excess distribution will be allocated ratably over the period during which the U.S. holder held its Ordinary Shares; |
• | the amount allocated to the current taxable year will be treated as ordinary income; and |
• | the amount allocated to prior taxable years will be subject to the highest tax rate in effect for that taxable year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year. |
• | through underwriters or dealers; |
• | through agents; |
• | directly to purchasers or a single purchaser; or |
• | through a combination of any of these methods. |
• | a rights offering; |
• | exercises of warrants or other rights; |
• | an “at the market” offering, within the meaning of Rule 415(a)(4) of the Securities Act of 1933, as amended, or the “Securities Act,” to or through a market maker or into an existing trading market on an exchange or otherwise; |
• | a block trade in which a broker-dealer will attempt to sell as agent, but may position or resell a portion of the block as principal, in order to facilitate the transaction; |
• | purchases by a broker-dealer, as principal, and resale by the broker-dealer for its account; |
• | ordinary brokerage transactions and transactions in which a broker solicits purchasers; |
• | privately negotiated transactions; and |
• | any other method permitted by applicable law. |
• | at a fixed price, or prices, which may be changed from time to time; |
• | at market prices prevailing at the time of sale; |
• | at varying prices determined at the time of sale; or |
• | at negotiated prices. |
• | the name or names of any agents or underwriters; |
• | the purchase price of the securities being offered and the proceeds we will receive from the sale; |
• | any over-allotment options under which underwriters may purchase additional securities from us; |
• | any agency fees or underwriting discounts and other items constituting agents’ or underwriters’ compensation; |
• | any initial public offering price; |
• | any discounts or concessions allowed or reallowed or paid to dealers; and |
• | any securities exchanges or markets on which such securities may be listed. |
| | U.S. Dollar | |
SEC Registration Fee | | | $27,810 |
FINRA Filing Fee | | | $45,500 |
Legal Fees and Expenses | | | (1) |
Accounting Fees and Expenses | | | (1) |
Printing Expenses | | | (1) |
Transfer Agent Expenses | | | (1) |
Miscellaneous Expenses | | | (1) |
Total | | | $ (1) |
(1) | These fees are calculated based on the securities offered and the number of issuances and accordingly cannot be estimated at this time. |
• | our Annual Report on Form 20-F for the year ended December 31, 2021; |
• | our Registration Statement on Form 8-A filed with the SEC on March 23, 2021, which incorporates by reference the description of our ordinary shares from our Registration Statement on Form F-4, and any amendment or report filed for the purpose of updating such description. |
Item 8. | Indemnification of Directors and Officers. |
Item 9. | Exhibits. |
Exhibit Number | | | Description |
1.1# | | | Form of Underwriting Agreement |
| | Specimen Ordinary Share Certificate of Arrival Group (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form F-1 filed March 31, 2021) | |
| | Form of Senior Indenture | |
| | Form of Subordinated Indenture | |
4.4# | | | Form of Senior Note |
4.5# | | | Form of Subordinated Note |
4.6# | | | Form of Warrant Agreement |
4.7# | | | Form of Unit Agreement |
4.8# | | | Form of Rights Agreement |
| | Legal Opinion of Linklaters | |
| | Legal Opinion of Linklaters | |
| | Consent of KPMG LLP for Arrival | |
| | Consent of Linklaters (included in Exhibit 5.1) | |
| | Consent of Linklaters (included in Exhibit 5.2) | |
| | Power of Attorney | |
25.1# | | | Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee, as trustee under the Senior Indenture filed herewith. |
25.2# | | | Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee, as trustee under the Subordinated Indenture filed herewith. |
| | Calculation of Filing Fee Tables |
# | To be filed by amendment or incorporated by reference in connection with the offering of the securities. |
Item 10. | Undertakings. |
(a) | The undersigned hereby undertakes: |
(1) | to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | to include any prospectus required by Section 10(a)(3) of the Securities Act; |
(ii) | to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) that, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
(iii) | to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that: |
(2) | that for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; |
(3) | to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; |
(4) | to file a post-effective amendment to the registration statement to include any financial statements required by “Item 8.A. of Form 20-F” at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act need not be furnished; provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, a posteffective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act or Item 8.A of Form 20-F if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by Arrival pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3; and |
(5) | that, for the purpose of determining liability under the Securities Act to any purchaser: |
(i) | each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
(ii) | each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; and |
(6) | That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(i) | any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii) | any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
(iii) | the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
(iv) | any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
(b) | The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(c) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
(d) | The undersigned hereby undertakes: |
(1) | that for purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective; and |
(2) | for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(e) | The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of section 310 of the Trust Indenture Act (“Act”) in accordance with the rules and regulations prescribed by the Commission under section 305(b)(2) of the Act. |
| | ARRIVAL | ||||
| | | | |||
| | By: | | | /s/ Denis Sverdlov | |
| | | | |||
| | Name: | | | Denis Sverdlov | |
| | | | |||
| | Title: | | | Chief Executive Officer |
Signature | | | Capacity | | | Date |
/s/ Denis Sverdlov | | | Chief Executive Officer (principal executive officer) | | | August 2, 2022 |
Denis Sverdlov | | |||||
| | | | |||
/s/ John Wozniak | | | Chief Financial Officer (principal financial and accounting officer) | | | August 2, 2022 |
John Wozniak | | |||||
| | | | |||
/s/ F. Peter Cuneo | | | Chairman of the Board | | | August 2, 2022 |
F. Peter Cuneo | | | | | ||
| | | | |||
/s/ Tawni Nazario-Cranz | | | Director | | | August 2, 2022 |
Tawni Nazario-Cranz | | | | | ||
| | | | |||
/s/ Alain Kinsch | | | Director | | | August 2, 2022 |
Alain Kinsch | | | | | ||
| | | | |||
/s/ Kristin O’Hara | | | Director | | | August 2, 2022 |
Kristen O’Hara | | | | | ||
| | | | |||
/s/ Yungseong Hwang | | | Director | | | August 2, 2022 |
Yungseong Hwang | | | | | ||
| | | | |||
/s/ Avinash Rugoobur | | | Director | | | August 2, 2022 |
Avinash Rugoobur | | | | | ||
| | | | |||
/s/ Rexford J. Tibbens | | | Director | | | August 2, 2022 |
Rexford J. Tibbens | | | | |
| | By: | | | /s/ Michael Ableson | |
| | | | |||
| | Name: | | | Michael Ableson |
1 Year Arrival Chart |
1 Month Arrival Chart |
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