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United
States
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
December
3, 2024
Date
of Report (Date of earliest event reported)
GLOBALINK
INVESTMENT INC.
(Exact
Name of Registrant as Specified in its Charter)
Delaware |
|
001-41122 |
|
36-4984573
|
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification No.) |
200
Continental Drive, Suite 401
Newark,
Delaware |
|
19713 |
(Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: +6012 405 0015
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock |
|
GLLI |
|
The
Nasdaq Stock Market LLC |
Warrants |
|
GLLIW |
|
The
Nasdaq Stock Market LLC |
Rights |
|
GLLIR |
|
The
Nasdaq Stock Market LLC |
Units |
|
GLLIU |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.01. |
Entry
into a Material Definitive Agreement. |
Amendment
of Trust Agreement
On
December 9, 2021, Globalink Investment Inc., a company incorporated under the laws of Delaware (the “Company”),
consummated its initial public offering (the “Offering”). In connection therewith, the Company entered into
an Investment Management Trust Agreement, dated December 6, 2021 (the “Trust Agreement”), by and between the
Company and Continental Stock Transfer & Trust Company, as trustee (“Continental”). The form of the Trust
Agreement was initially filed as an exhibit to the Company’s Registration Statement on Form S-1 (File No. 333-261222) for the Offering.
The Trust Agreement was first amended on March 6, 2023, and the Amendment No. 1 to the Trust Agreement was filed as exhibit 10.1 to the
Form 8-K (File No. 001-41122) filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”)
on March 10, 2023. The Trust Agreement was amended a second time on November 30, 2023, and the Amendment No. 2 to the Trust Agreement
was filed as exhibit 10.1 to the Form 8-K (File No. 001-41122) filed by the Company with the SEC on December 4, 2023.
On
December 3, 2024, at 9:00 a.m. ET, the Company held a special meeting of its stockholders at https://www.cstproxy.com/globalinkinvestment/sm2024,
pursuant to due notice (the “Special Meeting”). At the Special Meeting, the Company’s stockholders entitled
to vote at the meeting cast their votes and approved a proposal to amend the Trust Agreement to conform the procedures in the Trust Agreement
by which the Company may extend the date on which Continental must liquidate the trust account of the Company for its public stockholders
(the “Trust Account”) if the Company has not completed its initial business combination to the procedures in
an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Amendment of Charter”),
which was also approved by the Company’s stockholders at the meeting and which is described under Item 5.03 below, which description
is incorporated herein by reference.
The
foregoing summary of the amendment to the Trust Agreement is qualified by the full text of the Amendment No. 3 to Investment Trust Agreement
dated December 3, 2024 by and between the Company and Continental included as Exhibit 10.1 hereto, which is incorporated herein by reference.
Item
3.03. |
Material
Modification to Rights of Security Holders. |
Amendment
of Certificate of Incorporation
As
described in Item 5.03 below, which description is incorporated herein by reference, the stockholders of the Company approved an amendment
to the Amended and Restated Certificate of Incorporation of the Company at the Special Meeting held on December 3, 2024, and the Company
subsequently filed the Amendment of Charter with the Delaware Department of State.
Item
5.03. |
Articles
of Incorporation or Bylaws. |
The
stockholders of the Company approved the Amendment of Charter at the Special Meeting, changing the structure and cost of the Company’s
right to extend the date (the “Termination Date”) by which the Company must (i) consummate a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more
businesses (a “business combination”), (ii) cease its operations if it fails to complete such business combination, and (iii)
redeem or repurchase 100% of the Company’s outstanding public shares of common stock included as part of the units sold in the
Company’s initial public offering that closed on December 9, 2021 (the “IPO”), which is December 9, 2024
before the Amendment of Charter is approved and adopted.
The
Amendment of Charter allows the Company to extend the Termination Date by up to six (6) monthly extensions, to June 9, 2025 (each of
which we refer to as an “Extension”, and such later date, the “Extended Deadline”).
To obtain each extension, the Company, its sponsor or any of their affiliates or designees must deposit into the Company’s Trust
Account with Continental by the deadline applicable prior to the extension $60,000 for each monthly extension.
Following
receipt of stockholder approval of the Amendment of Charter, the Company filed the Amendment of Charter with the Delaware Department
of State. The foregoing summary is qualified by the full text of the Amendment to the Amended and Restated Certificate of Incorporation,
as amended, included as Exhibit 3.1 hereto, which is incorporated herein by reference.
Item
5.07. |
Submission
of Matters to a Vote of Security Holders. |
On
December 3, 2024, at 9:00 a.m. ET, the Company held a special meeting of its stockholders at https://www.cstproxy.com/globalinkinvestment/sm2024,
pursuant to due notice. On the record date of November 13, 2024, the Company had 6,007,567
shares of common stock entitled to vote at the Special Meeting. At the Special Meeting, holders of the Company’s outstanding
shares of common stock voted on three of the four proposals presented, the Extension Amendment Proposal, the Trust Amendment Proposal,
and the Director Election Proposal, each as described in the proxy statement dated November 19, 2024, as amended on December 2, 2024.
The Stockholders entitled to vote at the Special Meeting cast their votes as described below:
Proposal
1- Extension Amendment Proposal
The
stockholders of the Company approved the proposal (the “Extension Amendment Proposal”) to amend Company’s
amended and restated certificate of incorporation, as amended, to extend the date by which the Company must (i) consummate a merger,
capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one
or more businesses, which we refer to as a “business combination,” (ii) cease its operations if it fails to complete such
business combination, and (iii) redeem or repurchase 100% of the Company’s outstanding public shares of common stock included as
part of the units sold in the Company’s initial public offering that was consummated on December 9, 2021, which we refer to as
the “IPO,” from December 9, 2024 to, if the Company elects to extend the date to consummate a business combination, for up
to six times of monthly extensions, June 9, 2025, unless the closing of the Company’s initial business combination shall have occurred.
The following is a tabulation of the voting results:
Common
Stock:
|
|
Votes
For |
|
Votes
Against |
|
Abstentions |
Number
of Shares Voted: |
|
5,447,002 |
|
1,433 |
|
0 |
Percentage
of Outstanding Shares of Common Stock: |
|
99.98% |
|
0.02% |
|
0% |
Proposal
2 - Trust Amendment Proposal
The
stockholders of the Company approved the proposal to amend the Company’s Trust Agreement with Continental (the “Trust
Amendment Proposal”), pursuant to which the Company’s Trust Agreement with Continental be amended to extend the time
for the Company to complete its initial business combination under the Trust Agreement from (x) December 9, 2024, to (y) up to June 9,
2025, if the Company elects to extend the date to consummate a business combination, for up to six times of monthly extensions, by depositing
into the Trust Account $60,000 for each one-month extension from December 9, 2024 to June 9, 2025, unless the Closing of the Company’s
initial business combination shall have occurred. The following is a tabulation of the voting results:
Common
Stock:
|
|
Votes
For |
|
Votes
Against |
|
Abstentions |
Number
of Shares Voted: |
|
5,447,002 |
|
1,433 |
|
0 |
Percentage
of Outstanding Shares of Common Stock: |
|
99.98% |
|
0.02% |
|
0% |
Proposal
3 – Director Election Proposal
The
stockholders of the Company approved the proposal to re-elect each of Hui Liang Wong and Hong Shien Beh as Class II directors of the
Company, until the annual meeting of the Company to be held in 2027 or until their successors are appointed and qualified. The following
is a tabulation of the voting results:
Common
Stock:
Re-election
of Hui Liang Wong
|
|
Votes
For |
|
Votes
Against |
|
Abstentions |
Number
of Shares Voted: |
|
5,448,434 |
|
1 |
|
0 |
Percentage
of Outstanding Shares of Common Stock: |
|
100.0% |
|
0.0% |
|
0.0% |
Re-election
of Wong Shien Beh
|
|
Votes
For |
|
Votes
Against |
|
Abstentions |
Number
of Shares Voted: |
|
5,448,434 |
|
1 |
|
0 |
Percentage
of Outstanding Shares of Common Stock: |
|
100.0% |
|
0.0% |
|
0.0% |
Proposal
4 – Adjournment Proposal
The
fourth proposal to adjourn the Special Meeting (the “Adjournment Proposal”) was not presented at the Special
Meeting since the Extension Amendment Proposal, the Trust Amendment Proposal, and the Director Election Proposal received sufficient
favorable votes to be adopted.
Item
7.01. |
Regulation
FD Disclosure. |
A
press release describing the results of the Special Meeting is attached hereto as Exhibit 99.1
Redemption
of Public Shares
In
connection with the approval of the Extension Amendment Proposal and the Trust Amendment Proposal at the Special Meeting, holders of
2,285,056 shares of the Company’s common stock (the “Public Shares”) exercised their right to redeem
those shares for cash at an approximate price of $11.77 per share, for an aggregate of approximately $26.89 million. Following
the payment of the redemptions, the Trust Account will have a balance of approximately $3.27 million before the Extension Payment.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated:
December 6, 2024
|
GLOBALINK
INVESTMENT INC. |
|
|
|
|
By: |
/s/
Say Leong Lim |
|
Name: |
Say
Leong Lim |
|
Title: |
Chief
Executive Officer |
Exhibit
3.1
THIRD
AMENDMENT
TO
THE
AMENDED
AND RESTATED
CERTIFICATE
OF INCORPORATION
OF
GLOBALINK
INVESTMENT INC.
Globalink
Investment Inc., a corporation formed under the laws of the State of Delaware (the “Corporation”), DOES HEREBY
CERTIFY AS FOLLOWS:
1.
The name of the Corporation is “Globalink Investment Inc.” The original certificate of incorporation (the “Original
Certificate”) was filed with the Secretary of State of the State of Delaware on March 24, 2021.
2.
On December 3, 2021, in connection with the IPO, the Corporation adopted its Amended and Restated Certificate of Incorporation (the “Amended
and Restated Certificate”).
3.
On April 18, 2023, in connection with its plan to extend the deadline to complete the Business Combination (as such term is defined in
the Amended and Restated Certificate), the Company adopted its First Amendment to the Amended and Restated Certificate of Incorporation
(the “First Amendment to Amended and Restated Certificate”).
4.
On November 29, 2023, in connection with its plan to extend the deadline to complete the Business Combination (as such term is defined
in the Amended and Restated Certificate), the Company adopted its Second Amendment to the Amended and Restated Certificate of Incorporation
(the “Second Amendment to Amended and Restated Certificate”).
5.
This Third Amendment to the Amended and Restated Certificate was duly adopted by the Board of Directors of the Corporation and the stockholders
of the Corporation in accordance with Section 242 of the General Corporation Law of the State of Delaware.
5.
The text of Section E of Article VI is hereby amended and restated to read in full as follows:
“In
the event that the Corporation does not consummate a Business Combination by December 9, 2024, or up to June 9, 2025, if the Corporation
elects to extend the amount of time to complete a Business Combination for up to six one-month extensions, from December 9, 2024 to June
9, 2025, unless the closing of the Corporation’s initial business combination shall have occurred (in any case, such date being
referred to as the “Termination Date”), the Corporation shall (i) cease all operations except for the purposes of winding
up, (ii) as promptly as reasonably possible but not more than ten business days thereafter redeem 100% of the IPO Shares for cash for
a redemption price per share as described below (which redemption will completely extinguish such holders’ rights as stockholders,
including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such
redemption, subject to approval of the Corporation’s then stockholders and subject to the requirements of the DGCL, including the
adoption of a resolution by the Board of Directors pursuant to Section 275(a) of the DGCL finding the dissolution of the Corporation
advisable and the provision of such notices as are required by said Section 275(a) of the DGCL, dissolve and liquidate the balance of
the Corporation’s net assets to its remaining stockholders, as part of the Corporation’s plan of dissolution and liquidation,
subject (in the case of (ii) and (iii) above) to the Corporation’s obligations under the DGCL to provide for claims of creditors
and other requirements of applicable law. In such event, the per share redemption price shall be equal to a pro rata share of the Trust
Fund plus any pro rata interest earned on the funds held in the Trust Fund and not previously released to the Corporation or necessary
to pay its taxes divided by the total number of IPO Shares then outstanding.”
6.
The text of Section I of Article VI is hereby amended and restated to read in full as follows:
“If
any amendment is made to this Article Sixth that would modify the substance or timing of the Corporation’s obligation to provide
for the conversion of the IPO Shares in connection with an initial Business Combination or to redeem 100% of the IPO Shares if the Corporation
has not consummated an initial Business Combination by December 9, 2024, or up to June 9, 2025 if the time to complete a Business Combination
is extended as described in paragraph E, or with respect to any other provision in this Article Sixth, the holders of IPO Shares shall
be provided with the opportunity to redeem their IPO Shares upon the approval of any such amendment, at the per-share price specified
in paragraph C.”
IN
WITNESS WHEREOF, Globalink Investment Inc. has caused this Third Amendment to the Amended and Restated Certificate to be duly executed
in its name and on its behalf by an authorized officer as of the date first set above.
Globalink
Investment Inc.
By: |
/s/
Say Leong Lim |
|
Name: |
Say
Leong Lim |
|
Title: |
Chief
Executive Officer |
|
Exhibit
10.1
PROPOSED
AMENDMENT
TO
THE
INVESTMENT
MANAGEMENT TRUST AGREEMENT
This
Amendment No. 3 (this “Amendment”), dated as of December 3, 2024, to the Investment Management Trust Agreement, as amended
(as defined below) is made by and between Globalink Investment Inc. (the “Company”) and Continental Stock Transfer &
Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in
the Trust Agreement.
WHEREAS,
the Company and the Trustee entered into an Investment Management Trust Agreement dated as of December 6, 2021, which was amended on
March 6, 2023 and November 30, 2023 (the “Trust Agreement”);
WHEREAS,
Section 1(i) of the Trust Agreement sets forth the terms that govern the liquidation of the Trust Account under the circumstances described
therein;
WHEREAS,
at a Special Meeting of the Company held on December 3, 2024, the Company’s stockholders approved, among others:
|
(i) |
a
proposal to amend the Company’s amended and restated certificate of incorporation (the “Amended Charter”) extending
the date by which the Company has to consummate a business combination from December 9, 2024 to up to June 9, 2025, if the Company
elects to extend the Applicable Deadline on a monthly basis; and |
|
|
|
|
(ii) |
a
proposal to amend the Trust Agreement (x) extending the time for the Company to complete its initial business combination under the
Trust Agreement from December 9, 2024 to up to June 9, 2025, if the Company elects to extend the Applicable Deadline on a monthly
basis, and (y) requiring the Company to, deposit into the Trust Account $60,000 for each one-month extension from December 9, 2024
to June 9, 2025, unless the Closing of the Company’s initial business combination shall have occurred; and |
NOW
THEREFORE, IT IS AGREED:
|
1. |
Section
1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows: |
“(i)
Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter
from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A
or Exhibit B, as applicable, signed on behalf of the Company by Chairman of the Board or Chief Executive Officer and Chief Financial
Officer and, in the case of a Termination Letter in a form substantially similar to the attached hereto as Exhibit A, acknowledged
and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account
only as directed in the Termination Letter and the other documents referred to therein, provided, however, that in the event that a Termination
Letter has not been received by the Trustee by December 9, 2024 or, in the event that the Company extended the time to complete the Business
Combination on a monthly basis up to June 9, 2025 but has not completed the Business Combination within such extended deadline (as applicable,
the “Applicable Deadline”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination
Letter attached as Exhibit B hereto and distributed to the Public Shareholders as of the Applicable Deadline;”
|
2. |
A
new Exhibit D of the Trust Agreement is hereby added as follows: |
[Letterhead
of Company]
[Insert
date]
Continental
Stock Transfer & Trust Company
1
State Street, 30th Floor
New
York, N.Y. 10004
Attn:
Francis Wolf and Celeste Gonzalez
Re:
Trust Account — Extension Letter
Ladies
and Gentlemen:
Pursuant
to paragraphs 1(j) of the Investment Management Trust Agreement between Globalink Investment Inc. (the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of December 9, 2021, as amended (the “Trust Agreement”),
this is to advise you that the Company is extending the time available in order to consummate a Business Combination with the Target
Businesses for an additional _______ month, from ____________ to __________ (the “Extension”).
This
Extension Letter shall serve as the notice required with respect to Extension prior to the Applicable Deadline. Capitalized words used
herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.
In
accordance with the terms of the Trust Agreement, we hereby authorize you to deposit the Extension Fee in the amount of $60,000 for such
one-month extension until ____________, unless the Closing of the Company’s initial business combination shall have occurred, which
will be wired to you and shall be deposited into the Trust Account investments upon receipt.
This
is the _____ of up to six Extension Letters.
Very
truly yours,
GLOBALINK
INVESTMENT INC. |
|
|
|
|
By: |
|
|
Name: |
Say
Leong Lim |
|
Title: |
Chief
Executive Officer |
|
|
3. |
All
other provisions of the Trust Agreement shall remain unaffected by the terms hereof. |
|
|
|
|
4. |
This
Amendment may be signed in any number of counterparts, each of which shall be an original and all of which shall be deemed to be
one and the same instrument, with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile
signature or electronic signature shall be deemed to be an original signature for purposes of this Amendment. |
|
|
|
|
5. |
This
Amendment is intended to be in full compliance with the requirements for an Amendment to the Trust Agreement as required by Section
7(c) of the Trust Agreement, and every defect in fulfilling such requirements for an effective amendment to the Trust Agreement is
hereby ratified, intentionally waived and relinquished by all parties hereto. |
|
|
|
|
6. |
This
Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect
to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. |
IN
WITNESS WHEREOF, the parties have duly executed this Second Amendment to the Investment Management Trust Agreement as of the date first
written above.
CONTINENTAL
STOCK TRANSFER & TRUST COMPANY, as Trustee
By: |
/s/
Francis Wolf |
|
Name: |
Francis
Wolf |
|
Title: |
Vice
President |
|
GLOBALINK
INVESTMENT INC. |
|
|
|
|
By: |
/s/
Say Leong Lim |
|
Name: |
Say
Leong Lim |
|
Title: |
Chief
Executive Officer |
|
Exhibit
99.1
Globalink
Investment Inc. Announces Charter and Trust Agreement Amendments
New
York, NY – December 6, 2024 — Globalink Investment Inc. (Nasdaq: GLLI, GLLIW, GLLIR, GLLIU) (“Globalink”
or the “Company”), a special purpose acquisition company, announced today that its stockholders approved amendments
to its charter and trust agreement to extend the deadline to complete its initial business combination and change the structure and cost
of such extensions. Under the amended charter, Globalink may extend the deadline to complete its initial business combination by up to
six (6) monthly extensions, from December 9, 2024 to June 9, 2025 by depositing $60,000 into its trust account (the “Trust
Account”) with Continental Stock Transfer and Trust Company (“Continental”).
Globalink’s
stockholders, at a special meeting of its stockholders held on December 3, 2024, approved an amendment to Globalink’s Amended and
Restated Certificate of Incorporation, as amended (the “Charter Amendment”), and Globalink’s Investment
Management Trust Agreement, as amended, originally entered into on December 6, 2021 with Continental (the “Trust Agreement
Amendment”) to extend the deadline to complete Globalink’s initial business combination from December 9, 2024 to
up to June 9, 2025 for up to six times of monthly extensions, by depositing into the Trust Account $60,000 prior to each one-month extension.
The
Charter Amendment triggered a right of Globalink’s public stockholders to demand the redemption of their public shares out of funds
held in the Trust Account. Holders of 2,285,056 public shares properly requested redemption leaving 277,511 public shares outstanding.
After payment of the redemption price to the redeeming public shareholders of approximately $11.77 per share for an aggregate
of $26.89 million, Globalink will have approximately $3.27 million left in its Trust Account.
As
a consequence of the adoption of the Charter Amendment and the Trust Agreement Amendment and the redemptions, Globalink can now obtain
up to six monthly extensions, or up until June 9, 2025, to complete its initial business combination at a cost of $60,000 per extension.
About
Globalink Investment Inc.
Globalink
is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses. Although there is no restriction or limitation on what industry or geographic
region, Globalink intends to pursue targets in North America, Europe, South East Asia, and Asia (excluding China, Hong Kong and Macau)
in the technology industry, specifically within the medical technology and green energy sectors.
Cautionary
Statement Regarding Forward-Looking Statements
Certain
statements in this press release are “forward-looking statements” within the meaning of Section 21E of the Securities Exchange
Act of 1934, as amended, and are subject to the safe harbor created thereby. In some cases, forward-looking statements can be identified
by terminology such as “may,” “will,” “could,” “would,” “should,” “expect,”
“plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,”
“potential,” “outlook,” “guidance” or the negative of those terms or other comparable terminology.
These statements are based on the current beliefs and expectations of the Company’s management and are subject to significant risks
and uncertainties. Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause
future events to differ materially from those in the forward-looking statements, many of which are outside of the Company’s control.
These factors include, but are not limited to, a variety of risk factors affecting the Company’s business and prospects, see the
section titled “Risk Factors” in the Company’s Prospectus filed with the SEC on December 6, 2021 and subsequent reports
filed with the SEC, as amended from time to time. Any forward-looking statements are made only as of the date hereof, and unless otherwise
required by applicable securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
Globalink
Contact:
Say
Leong Lim
Globalink
Investment Inc.
Telephone:
+6012 405 0015
Email:
sllim@globalinkinvestment.com
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