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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
, 2022, there were no amounts outstanding under any Working Capital Loans. Armada Acquisition Corp. I has incurred and expects to continue to incur significant costs in pursuit of its acquisition pla... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to c... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
On August 16, 2022, the Inflation Reduction Act o... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of the Business Combination, (iii) the nature and am... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
the Company’s ability to complete a Business Combination.
Note 2 - Significant Accounting Policies
Basis of Presentation
The accompanying financial statements of the Company are presented in U.S.... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Act”), as modified by the Jumpstart the Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to ot... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition peri... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
As of September 30, 2022, the assets held in the Trust Account were held in U.S. Treasury Bills with a maturity of
Armada Acquisition Corp. I classifies its US Treasury bills as held-to-maturity ... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to h... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
retion are included in the “interest income” line item in the unaudited condensed statements of operations. Interest income is recognized when earned.
The carrying value, excluding gross unrealized ... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
in the Trust Account were held in a money market fund, which were classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting ... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
F-12
Table of Contents
hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical a... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
In so... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
approximate the carrying values as of September 30, 2022 and 2021, due to the short maturities of such instruments.
Concentration of Credit Risk
Financial instruments that potentially subject the ... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory rede... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Armada Acquisition Corp. I recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the remeasurement adjustment from initial ... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
, 2021
150,000,000
Plus: Subsequent remeasurement of carrying value to redemption value – Trust interest income (excluding the amount that can be withdrawn from Trust Account)
548,862
Common stoc... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
consider the effect of the warrants issued in connection with the IPO because the warrants are contingently exercisable, and the contingencies have not yet been met. The warrants are exercisable to ... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
998,785
(160,012
(308,887
Denominator
Weighted-average shares outstanding
15,000,000
5,709,500
2,045,455
3,948,530
Basic and diluted net loss per share
(0.17
(0.17
(0.08
(0.08
Stock Bas... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not t... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 ... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 202... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective for smaller reporting companies for fiscal... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
the initial Business Combination, and will expire
after the completion of the initial Business Combination or earlier upon redemption or liquidation (see Note 8)
Following the closing of the IPO a... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
anchor investors, at a purchase price of approximately $
per share. Armada Acquisition Corp. I estimated the aggregate fair value of these founder shares attributable to each anchor investor to be... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
described in more detail below.
The holders of the representative shares have agreed not to transfer, assign or sell any such shares until
Promissory Notes-Related Party
On February 3, 2021, the... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
whatever amount they deem reasonable in their sole discretion. Each loan would be non-interest bearing and be evidenced by a promissory note. The notes would either be paid upon consummation of the ... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Commencing on the date of the IPO, the Company will pay the Sponsor $
F-17
Table of Contents
liquidation, the Company will cease paying these monthly fees. During the year ended September 30, 2022... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
agreement to be signed prior to or on the effective date of the IPO. The holders of a majority of these securities (other than the holders of the representative shares) are entitled to make up to tw... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
rights with respect to registration statements filed subsequent to the Company’s consummation of a Business Combination. Armada Acquisition Corp. I will bear the expenses incurred in connection with... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with the initial Business Combination and assis... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
any and all such financing or financings. This right of first refusal extends from the date of the IPO until the earlier of the consummation of an initial Business Combination or the liquidation of ... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
are determined using available market information and are characterized as Level 1 investments.
There were no transfers between Levels 1, 2 or 3 during the nine months ended September 30, 2022 and ... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
them immediately prior to the IPO and any shares purchased in the IPO or following the IPO in the open market in favor of the proposed Business Combination.
Warrants
Armada Acquisition Corp. I may... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
business day prior to the notice of redemption to warrant holders; and
if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying suc... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
fair market value. The “fair market value” for this purpose shall mean the average reported last sale price of the shares of common stock
for the
In addition, if (x) the Company issues additional... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
30,2021
Deferred tax asset
Organizational costs/Startup expenses
351,592
32,957
Stock-based compensation
83,517
60,028
Federal net operating loss
5,484
Total deferred tax asset
435,209
98... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
2022 and 2021, the Company has $
In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
2020 (inception) through September 30, 2021, the change in the valuation allowance
was $
F-21
Table of Contents
A reconciliation of the federal income tax rate to the Company’s effective tax rat... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities.
Note 10 - Subsequent Even... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
extend the date on which either party to the Business Combination Agreement had the right to terminate the Business Combination Agreement if the Business Combination had not been completed by such d... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
disclosure.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that information required to be disclosed b... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that as of September 30, 2022, our di... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control—Integrated Framework (2013), our management concluded that our i... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
is not subject to attestation by our registered public accounting firm.
Changes in Internal Control over Financial Reporting
There were no changes to our internal control over financial reporting ... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
and Chairman
Douglas M. Lurio
65
President, Treasurer, Secretary and Director
Mohammad A. Khan
64
Director
Thomas A. Decker
76
Director
Celso L. White
60
Director
Stephen P. Herbert has... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
: Frost and Sullivan for Customer Value Leadership in the Integrated Financial Services and Retail Market, IoT Evolution Smart Machines Innovation, and a Deloitte Fast 500 Company. From 1986 to April... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
billion capital campaign.
Douglas M. Lurio has served as our President and Director since our inception. He was the outside general counsel of USAT for 29 years from its founding in 1991 until Apri... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
partner in the securities and corporate group in 1990. He served as a law clerk for the Honorable William T. Nicholas of the Court of Common Pleas of Montgomery County, Pennsylvania, from 1981 throu... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
(LLM, Taxation).
Mohammad A. Khan, our director, is currently the President and a Board member of Omnyway, Inc. (previously OmnyPay), which he co-founded in August 2014, and which abstracts the com... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
ViVOtech, Mr. Khan assisted in enabling the adoption of NFC mobile payments through shipping of more than 800,000 NFC POS readers to merchants globally and driving more than 20 field trials of NFC m... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
which offers an all-in-one omnicommerce payment solution and which was acquired by GoDaddy, Inc. (NYSE: GDDY) in February 2021. He has served on the Boards of numerous FinTech companies, including a... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
of Hawaii, Manoa, and received a M.S. degree in Electrical Engineering.
Thomas (Tad) A. Decker, our director, has been the Vice Chairman of Cozen O’Connor, a law firm with 30 offices and over 775 a... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
President for Unisource Worldwide, Inc. (NYSE: UWW) from 1997 to 1999; and General Counsel, Secretary, Acting CFO and Chief Operating Officer for Saint-Gobain Corporation from 1974 to 1997. Since 20... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
School. He is a former chair of the Philadelphia Municipal Authority and a former board member of the Delaware River Port Authority, Port Authority Transit Corp. (PATCO), the Philadelphia Zoo, and a... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Officer at Molson Coors Brewing Company (“Molson Coors”) (NYSE: TAP), an international brewery. From 2010 to January 2013, he served as the Vice President of International Supply Chain at Molson Coo... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
. (NYSE: CF), a manufacturer and distributor of nitrogen products, and is a member of the Board’s Compensation and Management Development Committee. He also serves on the Board of Colorado UpLift, a ... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining such person from future... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
or a general partner of any partnership at or within two years before the filing of a petition under the federal bankruptcy laws or any state insolvency laws by or against such entity. All of the Co... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
) serving a three-year term. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one full year after our first fiscal year end following o... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate. Our bylaws provide that our officers may consist of ... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
. Decker, Khan and White is each considered an “independent director” under the Nasdaq listing rules, which is defined generally as a person other than an officer or employee of the company or its su... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
independent directors are required to hold regular executive sessions. The independent directors meet in executive session (with no management directors or management
57
present) from time to time... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements;
discussing with manag... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report o... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
cash flow statement.
In addition, we must certify to Nasdaq that the committee has, and will continue to have, at least one member who has past employment experience in finance or accounting, requi... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
nominee for selection by the board of directors. The board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving dir... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
holders). Our stockholders that wish to nominate a director for election to our board of directors should follow the procedures set forth in our bylaws.
We have not formally established any specific... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Compensation Committee Charter, include, but are not limited to:
reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
be included in our annual proxy statement; and
reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.
Compensation Committee Interlocks and Insider Part... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review of such Forms, we believe that during the year ended September 30, 2022 there were no delinquent filers.
C... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
stockholders for the opportunity not to be brought to the attention of the corporation.
Our amended and restated certificate of incorporation provides that:
except as may be prescribed by any writ... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
directors are, and may in the future become, affiliated with other companies. In order to minimize potential conflicts of interest which may arise from such other corporate affiliations, each of our... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
company. However, we believe that such agreement still benefits us because our officers and directors are obligated to present suitable business opportunities to us to the extent that none of their ... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Director
Cozen O’Connor
Vice Chairman
Celso L. White
Igniting Business Growth LLC
Co-Founder and Chief Executive Officer
CF Industries Holdings, Inc.
Director
While the foregoing may limit th... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
expenses exceed the amount of available proceeds not deposited in the trust account.
The founder shares and private shares beneficially owned by our initial stockholders will become worthless if a ... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
officers, directors, or sponsor unless we have obtained an opinion from an independent investment banking firm, or another independent entity that commonly renders valuation opinions, that the busin... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
our sponsor, officers, directors, initial stockholders or their affiliates in connection with the consummation of our initial business combination, repayment of the up to $300,000 loan and reimburse... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
entered into agreements without officers and directors to provide contractual indemnification in addition to the indemnification provided for in our amended and restated certificate of incorporation... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
likelihood of derivative litigation against officers and directors, even though such an action, if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder’s investmen... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
,000 per month for providing us with office space and certain office and secretarial services. However, this arrangement is solely for our benefit and is not intended to provide our officers or direc... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
compensation or fees of any kind will be paid to our sponsor, members of our management team or their respective affiliates, for services rendered prior to or in connection with the consummation of ... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
-pocket expenses reimbursable by us; provided, however, that to the extent such expenses exceed the available proceeds not deposited in the trust account, such expenses would not be reimbursed by us ... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
this event, such compensation will be publicly disclosed at the time of its determination in a Current Report on Form 8-K or a periodic report, as required by the SEC.
Director Compensation
None o... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
furnished to our stockholders in connection with a proposed business combination. We have not established any limit on the amount of such fees that may be paid to our directors or members of managem... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
of September 30, 2022 information regarding the beneficial ownership of our shares of common stock as of the date of this Annual Report and as adjusted to reflect the sale of our shares of common st... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
warrants included in the units offered by our final prospectus dated August 12, 2021, as the warrants included in the units offered by our final prospectus are not exercisable within 60 days of Sept... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
13
Atalaya Capital Management LP
1,206,859
(3)
5.5
Stephen P. Herbert
5,392,000
(4)
26.0
Douglas M. Lurio
5,392,000
(4)
26.0
Mohammad A. Khan
35,000
Thomas A. Decker
35,000
Celso L. ... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
represents 1,091,200 shares of common stock held by Barclays Bank PLC directly. Barclays Bank PLC is a wholly owned subsidiary of Barclays PLC. Accordingly, all securities held by Barclays Bank PLC ... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
25,100 Shares held for the account of Magnetar Capital Master Fund Ltd; (E) 8,500 Shares held for the account of Magnetar Discovery Master Fund Ltd; (F) 148,866 Shares held for the account of Magnet... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
ar SC Fund Ltd (collectively, the “Magnetar Funds”). Magnetar Financial LLC serves as the investment advisor to the Magnetar Funds, and as such, it exercises voting and investment power over the Shar... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
by Atalaya Special Purpose Investment Fund II LP on December 14, 2021, represents (A) the 198,248 Shares underlying Units beneficially owned by Atalaya Special Purpose Investment Fund II LP (“ASPIF ... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
manager of ASPIF II, ASOF, Alameda and Alamosa. Accordingly, all securities held by ASPIF II, ASOF, Alameda and Alamosa may ultimately be deemed to be beneficially held by Atalaya. Additionally, eac... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
, as defined in Rule 13d-5 of the Act, with respect to the Shares. Such group may be deemed to beneficially own 1,485,000 Shares.
(4)
Represents 50,000 shares of common stock held by Stephen P. Her... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Armada Sponsor LLC, our sponsor, of which Mr. Lurio and Stephen P. Herbert are managing members. Accordingly, all securities held by our sponsor may ultimately be deemed to be beneficially held by M... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
the underwriters did not exercise any of the over-allotment option.
All of the founder shares were placed in escrow with Continental Stock Transfer & Trust Company, as escrow agent, and are expecte... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
to such holders’ members, officers, directors, consultants or their affiliates, (ii) to a holder’s stockholders or members upon its liquidation, (iii) by bona fide gift to a member of the holder’s i... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
which the shares were originally purchased, in each case (except for clause (vi) or with our prior consent) where the transferee agrees to the terms of the escrow agreement and to be bound by these ... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
purchase price of $4,595,000. The initial purchasers agreed not to transfer, assign or sell any of the private shares (except in connection with the same limited exceptions that the founder shares m... |
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