Fintech
129BC Announces Reverse Takeover Transaction with ClearIT
Mississauga, Ontario–(Newsfile Corp. – December 9, 2021) – 1290457 B.C. Ltd. (“129BC” or the “Company“) announces that it has entered into a binding agreement (the “Agreement“) dated December 6, 2021, with Clear Intradermal Technologies, Inc. (“ClearIT“) to complete a business combination by way of a transaction that will constitute a reverse takeover of the Company by ClearIT (the “Transaction“).
Summary of the Transaction
The Transaction will be structured as an amalgamation, arrangement, takeover bid, share purchase or other similar form of transaction or a series of transactions that have a similar effect with the Company acquiring all of the shares of common stock in the capital of ClearIT (“ClearIT Shares“). The final structure of the Transaction will be determined by the parties following receipt of tax, corporate and securities law advice. The Transaction is an arm’s length transaction. The resulting issuer that will exist upon completion of the Transaction (the “Resulting Issuer“) will change its business to the current business of ClearIT. The Resulting Issuer intends to apply for the listing of Adjusted 129BC Shares (as defined below) on a recognized Canadian stock exchange (the “Exchange“), subject to compliance with the applicable listing requirements of the Exchange and receiving the Exchange’s approval.
Description of ClearIT and its Business
ClearIT is developing the ERASER™ System, a medical device, which employs a novel, patented and patent pending, non-thermal technology for the treatment of aesthetic and medical skin conditions. The ERASER™ System is initially being developed and clinically evaluated for the healthful, pain-free, single treatment removal of unwanted or regretted tattoos, a market that is underserved by standards of care. Future medical applications for the ERASER™ System beyond tattoo removal are also under consideration. The ERASER™ System, when cleared by the US FDA and other international regulatory agencies for use, may generate a significantly enhanced treatment opportunity for the dermatology market and investment opportunity for ClearIT shareholders.
Share Adjustment and Exchange of Securities
Pursuant to the terms of the Agreement, the Company will effect a consolidation or split (the “Share Adjustment“) of its issued and outstanding common shares (the “129BC Shares“, and following the Share Adjustment, the “Adjusted 129BC Shares“) prior to completion of the Transaction (the “Closing“), that results in the shareholders of the Company receiving shares that have a value of US$2.0 million (the “Shell Value“) based on the Seed Financing Price (as defined below). The Share Adjustment is subject to increase if ClearIT issues ClearIT Shares at a price that is less than the Seed Financing Price, in which case the number of Adjusted 129BC Shares resulting from the Share Adjustment shall be increased to that number of Adjusted 129BC Shares equal to the Shell Value divided by such lesser price.
In accordance with the terms of the Transaction, the holders of the issued and outstanding ClearIT Shares will be issued one (1) Adjusted 129BC Share or an economically equivalent number of Multiple Voting Shares (as defined below) (in each case, being shares of the Resulting Issuer) in exchange for every one (1) ClearIT Share held immediately prior to the Closing.
129BC Shareholder Approvals
Prior to the Closing, 129BC intends to diligently seek requisite shareholder approval by written consent (the “129BC Shareholder Approval“) to approve, among other things, (i) a change of its name to such name as may be requested by ClearIT and approved by the Exchange (the “Name Change“); (ii) the Share Adjustment; (iii) the creation of a new class of multiple voting shares (the “Multiple Voting Shares“), if determined necessary; (iv) the election of nominees of ClearIT (the “Clear Nominees“) to the board of directors of the Resulting Issuer conditional upon the completion of the Transaction; (v) the Transaction or a component thereof (as may be required or as appropriate in lieu of one or more of the foregoing); and (vi) such other matters as ClearIT may reasonably request in connection with the Transaction.
ClearIT Financings
Seed Financing
As part of, and as a condition to the Closing, ClearIT will complete one or more private placements of ClearIT Shares to raise aggregate gross proceeds of up to US$10,000,000 (the “Seed Financing“), and, as part of the Seed Financing, expects to close an initial tranche (the “Initial Seed Financing“) as soon as reasonably practical following the date hereof for gross proceeds of a minimum of US$2,500,000 at a price of US$0.7558 per share (the “Seed Financing Price“).
Subscription Receipt Financing
During the period commencing 120 days after the completion of the Initial Seed Financing, ClearIT directly or through a newly formed special purpose financing vehicle (“Finco“), will complete a brokered private placement (the “Subscription Receipt Financing” and, together with the Seed Financing, the “ClearIT Financings“) of subscription receipts (“Subscription Receipts“) to be led by one or more appointed agents (the “Agents“) at a price per Subscription Receipt (the “Issue Price“) to be determined in the context of the market for targeted gross proceeds of a minimum of US$25,000,000. Each Subscription Receipt would be convertible, for no additional consideration, into one (1) common share of Finco (each a “Finco Share“), which Finco Shares shall be exchanged at no additional consideration for Adjusted 129BC Shares or Multiple Voting Shares (as applicable) by way of (a) an amalgamation among the Company and Finco; (b) a share exchange transaction between the Company and the holders of Finco Shares; or (c) an amalgamation transaction with similar effect. Subject to market conditions at the time of pricing the Subscription Receipt Financing, instead of Finco Shares, the Subscription Receipts may be convertible into units (“Finco Units“) comprised of Finco Shares and warrants (“Finco Warrants“) exercisable to acquire Finco Shares on the terms and conditions to be determined in the context of the market. In addition, compensation options (“Compensation Options“) to acquire either Finco Shares or Finco Units may be issued on the terms and conditions to be determined in the context of the market.
Closing Conditions
In addition to the completion of matters discussed herein, the completion of the Transaction is subject to a number of customary conditions, including: (a) receipt of all required consents or approvals, including Exchange listing approval; (ii) completion of the Transaction on or before June 30, 2022, or such other date as may be agreed upon by the parties; (iii) no prohibition at law existing for completion of the Transaction; (iv) escrow agreements being entered into pursuant to the policies of the Exchange; (v) approval of the Transaction and all matters related thereto require to be approved by the shareholders of 129BC and ClearIT; (vi) the representation and warranties of each of 129BC and ClearIT being true and correct as of the date of the Closing; and (vii) no material adverse change of each of 129BC and ClearIT.
Management and Board of the Resulting Issuer
Upon the Closing, all of 129BC’s current directors and executive officers will resign and the board of directors and executive officers of the Resulting Issuer will be comprised of the nominees of ClearIT.
Further Information
Further details about the proposed Transaction, the ClearIT Financings and the Resulting Issuer will be provided in the disclosure document to be prepared and filed in connection with the Transaction. Investors are cautioned that any information released or received with respect to the Transaction in this news release may not be complete and should not be relied upon.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities to be issued in connection with the Transaction have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Investors are cautioned that, except as disclosed in the management information circular or listing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of 129BC should be considered highly speculative.
The Exchange has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this news release.
About 1290457 B.C. Ltd.
1290457 B.C. Ltd. is a public company with no current activities or operations.
For more information, please contact:
1290457 B.C. Ltd.
Michael Lerner
CEO & Director
Telephone: 416-710-4906
Email: [email protected]
Clear Intradermal Technologies Inc.
Gordon Nye
Chief Executive Officer
Telephone: 310-601-6998
Email: [email protected]
CAUTIONARY STATEMENTS REGARDING FORWARD LOOKING INFORMATION
This news release contains “forward-looking statements” within the meaning of applicable securities laws. All statements contained herein that are not clearly historical in nature may constitute forward-looking statements.
Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or may contain statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “will continue”, “will occur” or “will be achieved”. In this news release, forward-looking statements relate, among other things, to: the terms and conditions of the proposed Transaction; the terms of the proposed ClearIT Financings; the Share Adjustment; the Name Change; the current business of ClearIT; the business and operations of 129BC and ClearIT following the Closing; and expected directors and officers of the Resulting Issuer following the Closing and the ability of the Resulting Issuer to fulfill the listing requirements of the Exchange and receiving the Exchange’s approval.
Forward-looking information in this news release are based on certain assumptions and expected future events, namely: the ability of each of the Company and ClearIt to continue as a going concern; continued approval of the activities of ClearIt by the relevant governmental and/or regulatory authorities; the continued growth of ClearIt; the ability of ClearIt and the Company to finance and complete the proposed Transaction; and risks associated with the ability of the Resulting Issuer to fulfil the listing requirements of the Exchange.
These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements, including but not limited to: general business, economic, competitive, political and social uncertainties; delay or failure to receive any necessary board, shareholder or regulatory approvals, including the approval of the Exchange; the risk that the Exchange may not approve the Transaction; that factors may occur which impede or prevent ClearIT’s future business plans; and other factors beyond the control of 129BC and ClearIT. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. The terms and conditions of the Transaction and the ClearIT Financings may change based on the receipt of tax, corporate and securities law advice for each of the parties. Except as required by law, 129BC and ClearIT assume no obligation to update the forward-looking statements, whether they change as a result of new information, future events or otherwise, except as required by law.
Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.
Forward-looking statements contained in this news release are expressly qualified by this cautionary statement and reflect the Company’s expectations as of the date hereof and are subject to change thereafter. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, estimates or opinions, future events or results or otherwise or to explain any material difference between subsequent actual events and such forward-looking information, except as required by applicable law.
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/107237
The fintech landscape continues to redefine itself, driven by innovation, partnerships, and groundbreaking strategies. Today’s roundup focuses on the latest digital wallet offerings, evolving payment trends, strategic collaborations, and notable funding achievements. This editorial explores the broader implications of these developments, casting light on how they shape the future of fintech and beyond.
Beacon’s Digital Wallet for Immigrants: A Gateway to Financial Inclusion
Beacon Financial, a leading player in financial technology, recently launched a digital wallet tailored to meet the unique needs of immigrants moving to Canada. This offering bridges a critical gap, enabling seamless financial integration for newcomers navigating a foreign system.
By combining intuitive technology with user-centric features, Beacon aims to empower immigrants with tools for payments, savings, and remittances. This aligns with the growing demand for tailored financial products that resonate with specific demographics.
Op-Ed Insight:
Financial inclusion is more than just a buzzword; it’s a moral imperative in the fintech space. Products like Beacon’s digital wallet highlight the industry’s potential to create tangible change. As global migration trends increase, such offerings could inspire similar initiatives worldwide.
Source: Fintech Futures.
Juniper Research Highlights 2025’s Payment Trends
Juniper Research’s latest report unveils pivotal payment trends poised to dominate in 2025. Central themes include the adoption of instant payment networks, a surge in embedded finance solutions, and the rise of crypto-backed financial products.
The research underscores the rapid adoption of real-time payment systems, fueled by increasing consumer demand for speed and efficiency. Meanwhile, embedded finance promises to blur the lines between traditional banking and non-financial services, delivering personalized and context-specific solutions.
Op-Ed Insight:
As the lines between financial services and technology continue to blur, these trends emphasize the industry’s shift toward convenience and personalization. The growing role of crypto-based solutions reflects an evolving consumer mindset, where decentralization and digital-first experiences gain precedence.
Source: Juniper Research.
MeaWallet and Integrated Finance Partner to Revolutionize Digital Wallets
MeaWallet, a prominent fintech solutions provider, has partnered with Integrated Finance to advance digital wallet capabilities and secure card data access for fintech companies. This collaboration focuses on empowering fintechs to deliver better, safer digital payment experiences.
MeaWallet’s role as a technology enabler aligns seamlessly with Integrated Finance’s goal of simplifying complex financial infrastructures. Together, they aim to create scalable, robust platforms for secure payment solutions.
Op-Ed Insight:
Partnerships like this underscore the importance of collaboration in driving innovation. As security concerns grow in tandem with digital payment adoption, solutions addressing these challenges are essential for maintaining consumer trust. The fintech ecosystem thrives when synergy and innovation coalesce.
Source: MeaWallet News.
Nucleus Security Among Deloitte’s Fastest-Growing Companies
Nucleus Security has achieved a remarkable milestone, ranking 85th on Deloitte’s 2024 Technology Fast 500 list. This achievement is attributed to its robust cybersecurity solutions, which cater to the increasingly digital fintech environment.
With cyberattacks becoming more sophisticated, fintech companies are under immense pressure to safeguard their platforms. Nucleus Security’s growth reflects the rising demand for comprehensive, scalable security solutions that protect sensitive financial data.
Op-Ed Insight:
In a digital-first world, robust cybersecurity isn’t optional—it’s fundamental. The recognition of companies like Nucleus Security signals the growing importance of protecting fintech infrastructure as the industry scales globally.
Source: PR Newswire.
OpenYield Secures Funding to Transform the Bond Market
OpenYield has announced a successful funding round, aiming to revolutionize the bond market through innovative technology. The platform promises greater transparency, efficiency, and accessibility in fixed-income investments.
This funding underscores the growing appetite for digitizing traditionally opaque financial markets. By leveraging cutting-edge technology, OpenYield seeks to democratize bond investments, making them accessible to a broader audience.
Op-Ed Insight:
The bond market, long viewed as complex and inaccessible, is ripe for disruption. OpenYield’s efforts to modernize this space highlight fintech’s transformative potential to democratize finance and empower individual investors.
Source: PR Newswire.
Key Takeaways: Shaping the Future of Fintech
Today’s developments underscore several critical themes in the fintech landscape:
- Personalization and Inclusion: Products like Beacon’s wallet highlight the importance of understanding and addressing specific user needs.
- Collaborative Ecosystems: Partnerships, like that of MeaWallet and Integrated Finance, emphasize the power of collaboration in solving industry challenges.
- Emerging Technologies: Juniper Research’s predictions affirm the continued influence of blockchain, embedded finance, and instant payment networks.
- Security at the Core: The recognition of Nucleus Security underscores the essential role of cybersecurity in fintech.
- Market Transformation: OpenYield’s funding signifies the ongoing disruption of traditional financial markets, paving the way for broader accessibility.
The post Fintech Pulse: Daily Industry Brief – A Dive into Today’s Emerging Trends and Innovations appeared first on News, Events, Advertising Options.
As fintech continues to reshape the global financial landscape, today’s briefing highlights pivotal developments, strategic expansions, and innovative launches across the industry. This op-ed explores the latest advancements with commentary on their potential impacts and challenges.
Finastra Data Breach: A Wake-Up Call for Fintech Security
Source: KrebsOnSecurity
The cybersecurity landscape is buzzing after Finastra, one of the largest financial technology providers globally, confirmed an investigation into a potential data breach. Reports suggest unauthorized access to its systems, raising concerns about data security across its client base, which includes thousands of banks and financial institutions worldwide.
Implications and Challenges
While the details of the breach remain sparse, this incident underscores a glaring vulnerability in the fintech sector—cybersecurity. As financial services increasingly rely on interconnected ecosystems, breaches like these threaten not only individual institutions but also the trust customers place in fintech platforms.
The key takeaway for the fintech industry is clear: proactive cybersecurity strategies must go beyond compliance. Real-time threat detection, robust encryption standards, and regular audits are no longer optional but essential for maintaining operational integrity.
Future Considerations
This breach could trigger a domino effect, prompting regulators to tighten security standards and requiring fintech companies to double down on investments in data protection. Startups and mid-tier players, often lacking extensive cybersecurity budgets, may face significant pressure to keep pace.
PayPal Resurrects Money Pooling Feature
Source: TechCrunch
In a bid to stay ahead of the competition, PayPal is reintroducing its Money Pooling feature, a popular tool that was discontinued in 2021. The feature allows users to pool funds collectively, catering to families, small businesses, and social groups.
Strategic Revival
This move reflects PayPal’s commitment to customer-centric innovation. By reinstating a feature beloved by its user base, the company seeks to reclaim market share lost to emerging competitors offering similar functionalities.
Broader Industry Impacts
Money pooling represents a broader trend in fintech—customized solutions that cater to niche needs. This reintroduction may inspire competitors like Venmo and CashApp to refine their collaborative payment offerings.
While this move strengthens PayPal’s ecosystem, its success will depend on seamless integration with existing services and robust fraud prevention mechanisms to avoid abuse of the feature.
Santander Expands Fintech Reach in Mexico
Source: Yahoo Finance
Santander is making waves in the Latin American fintech space with the launch of a dedicated fintech unit in Mexico. The initiative aims to capitalize on Mexico’s growing fintech adoption and digital payments market, valued at billions of dollars annually.
Strategic Significance
Santander’s expansion into Mexico highlights the region’s untapped potential. Latin America is a burgeoning market for fintech, driven by increasing smartphone penetration, a youthful demographic, and demand for accessible financial services.
Challenges on the Horizon
While Mexico offers immense opportunities, regulatory complexities and market competition from local players like Clip and Konfío pose significant challenges. Santander will need to blend its global expertise with local adaptability to succeed in this dynamic market.
2024 Global Fintech Awards: Spotlighting Excellence
Source: PRNewswire
Benzinga has announced the winners of the 2024 Global Fintech Awards, honoring companies and individuals driving innovation in financial technology. This year’s winners spanned categories like blockchain, artificial intelligence, and payment solutions.
Recognizing Industry Leaders
Awards like these highlight the collaborative spirit and entrepreneurial drive fueling fintech growth. Recognizing trailblazers not only motivates incumbents but also inspires startups to push the boundaries of innovation.
What It Means for the Ecosystem
The awards also bring attention to emerging technologies. Categories such as blockchain and AI signal the industry’s continued focus on leveraging cutting-edge tech for efficiency and scalability.
Commonwealth Central Credit Union Partners with Jack Henry
Source: FinTech Futures
Commonwealth Central Credit Union (CCCU) has announced a partnership with Jack Henry, a leading financial technology provider, for a comprehensive tech upgrade. The collaboration focuses on enhancing member experience through improved digital services.
Modernizing Member Experiences
Credit unions have often lagged behind major banks in adopting advanced digital solutions. By partnering with Jack Henry, CCCU aims to bridge this gap, offering members streamlined services such as mobile banking, automated lending, and personalized financial tools.
A Growing Trend
This partnership reflects a broader trend in the financial industry—credit unions and smaller banks embracing fintech to remain competitive. As customer expectations evolve, partnerships like this may become the norm rather than the exception.
Key Takeaways for the Fintech Industry
- Cybersecurity is Critical: The Finastra breach underscores the need for robust security measures.
- Innovation Drives Loyalty: PayPal’s revival of its Money Pooling feature highlights the importance of listening to customers.
- Regional Opportunities: Santander’s expansion into Mexico showcases the untapped potential of emerging markets.
- Recognition Matters: Awards like Benzinga’s provide valuable visibility for companies and individuals shaping the industry.
- Partnerships Foster Growth: Collaborations between credit unions and fintech companies signify a trend towards modernized financial solutions.
The post Fintech Pulse: Industry Updates, Innovations, and Strategic Moves appeared first on News, Events, Advertising Options.
The fintech sector continues its relentless drive toward innovation and market dominance. Today’s highlights include a record-breaking customer milestone for Revolut, groundbreaking fintech solutions for women in the EU, open entries for the PayTech Awards 2025, implications of political shifts on funding, and notable recognition at the US FinTech Awards.
Revolut Hits 50 Million Customers: A Global Fintech Giant’s Milestone
Source: Revolut
Revolut, the UK-based financial super app, has achieved a monumental feat: surpassing 50 million customers worldwide. This milestone underscores its position as a leader in the global fintech landscape, furthering its ambition to create the world’s first truly global bank.
Key to this success has been Revolut’s strategy of expanding its offerings, from banking to travel and crypto services, all within a seamless user experience. The company’s recent ventures into emerging markets such as Latin America and Asia demonstrate its intent to bridge financial services gaps while retaining competitive differentiation through technology.
This milestone is not just a triumph for Revolut but a signal of fintech’s capacity to redefine traditional banking. It reinforces the narrative that digital-first strategies, customer-centric innovation, and international scalability can challenge long-standing financial institutions.
PayTech Awards 2025: Celebrating Excellence in Innovation
Source: FinTech Futures
The PayTech Awards 2025 are officially open for entries, promising to spotlight the brightest minds and most innovative projects in the payment technology sector. These awards are a testament to the industry’s commitment to advancing secure, seamless, and scalable payment systems.
This year, the focus is on emerging technologies that redefine how businesses and consumers interact financially. Categories will recognize achievements across multiple domains, including sustainability in payments, AI-driven solutions, and partnerships that push boundaries.
As fintech companies prepare their entries, the awards provide a timely reminder of the sector’s ongoing evolution and the collaborative efforts required to achieve meaningful breakthroughs.
U.S. Politics and the Fintech Sector: A New Era of Funding?
Source: American Banker
The U.S. fintech sector might witness an infusion of optimism as speculation about a second Trump presidency gains momentum. The Trump-era policies of deregulation and venture capital encouragement are remembered as catalysts for unprecedented fintech growth during his first term.
While it remains uncertain how regulatory landscapes will shift, the possibility of a more relaxed approach toward fintech compliance could rejuvenate funding inflows. Investors and startups alike are watching closely, weighing the potential benefits against long-term risks tied to reduced oversight.
A politically charged backdrop often spells volatility, but for fintech, it may also spell opportunity. Preparing to adapt quickly will be crucial for startups and established players in the face of any regulatory pivot.
Klara AI and Unlimit: Addressing the €1.3 Trillion Female Economy
Source: FF News
Klara AI has teamed up with Unlimit to launch a fintech solution aimed at empowering women across the EU. This collaboration targets the €1.3 trillion female economy by addressing the unique financial needs of women entrepreneurs and consumers.
The solution promises to integrate AI-powered tools with streamlined financial management services, enabling users to access credit, manage investments, and scale businesses effectively. By tailoring services to the underserved female demographic, the partnership hopes to drive financial inclusion and support economic growth.
This initiative stands as a blueprint for fintechs exploring niche markets, proving that innovation tailored to specific segments can yield transformative results.
Autire: Accounting Tech of the Year at US FinTech Awards
Source: Business Wire
Autire, a rising star in financial technology, has been crowned ‘Accounting Tech of the Year’ at the US FinTech Awards 2024. The award recognizes Autire’s ability to blend cutting-edge AI with intuitive user interfaces, delivering unparalleled accounting solutions for businesses of all sizes.
Autire’s platform has gained traction for automating complex accounting tasks, ensuring compliance, and delivering actionable insights through real-time analytics. Its emphasis on reducing administrative burdens for SMEs has been particularly impactful, enabling entrepreneurs to focus on growth rather than bookkeeping.
The recognition not only cements Autire’s reputation but also highlights the role of AI-driven accounting solutions in reshaping business operations globally.
Final Thoughts: A Fintech Revolution in Full Swing
From customer milestones to policy-driven opportunities, the fintech ecosystem is in constant evolution. Revolut’s ascent to 50 million users signals growing consumer trust in digital platforms. The PayTech Awards continue to inspire innovation, while political shifts could redefine the regulatory landscape. Initiatives like Klara AI and Unlimit emphasize the power of targeted solutions, and companies like Autire show how niche technologies can achieve broad impact.
The next phase of fintech growth will likely hinge on inclusivity, adaptability, and innovation—pillars that today’s news stories exemplify.
The post Fintech Pulse: Milestones, Partnerships, and Transformations in Fintech appeared first on .
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