Securities Registration: Employee Benefit Plan (s-8)
March 18 2022 - 4:31PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on March 18, 2022
Registration No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Jasper
Therapeutics, Inc.
(Exact
name of registrant as specified in its charter)
Delaware |
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84-2984849 |
(State
or other jurisdiction
of incorporation or organization) |
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(I.R.S.
Employer
Identification No.) |
2200
Bridge Pkwy Suite #102
Redwood
City, CA 94065
(Address
of Principal Executive Offices) (Zip Code)
Jasper
Therapeutics, Inc. 2021 Equity Incentive Plan
Jasper
Therapeutics, Inc. 2021 Employee Stock Purchase Plan
Jasper
Therapeutics, Inc. 2022 Inducement Equity Incentive Plan
(Full
titles of the plans)
Ronald
Martell
Chief
Executive Officer and President
Jasper
Therapeutics, Inc.
2200
Bridge Pkwy Suite #102
Redwood
City, CA 94065
(650)
549-1400
(Name,
address and telephone number, including area code, of agent for service)
Copies to:
Jeffrey T. Hartlin
Samantha H. Eldredge
Paul Hastings LLP
1117 S. California Avenue
Palo Alto, California 94304
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company,
or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
☐ |
Accelerated filer |
☐ |
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Non-accelerated filer |
☒ |
Smaller reporting company |
☒ |
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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 7(a)(2)(B) of the Securities Act. ☐
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
The
document(s) containing the information specified in Part I will be sent or given to employees as specified by Rule 428(b)(1) of the Securities
Act. Such documents are not being filed with the Securities and Exchange Commission (the “Commission”) either as part of
this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. Such documents and
the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute
a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
ITEM
3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The
following documents filed by the Registrant with the Commission are hereby incorporated by reference into this Registration Statement:
(a) |
The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Commission on March 18, 2022; |
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(b) |
The Registrant’s Current Reports on Form 8-K
filed with the Commission on February
28, 2022, March 11,
2022, and March 16,
2022 (4:01 p.m. Eastern Time); and |
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(c) |
The description of the Registrant’s common stock
set forth in the Registration Statement on Form 8-A filed with the Commission on November 18, 2019 (File No. 001-39138) pursuant
to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendments or
reports filed for the purpose of updating such description, including the description of the Registrant's common stock included as Exhibit 4.3 to the Registrant's Annual Report on Form 10-K for
the year ended December 31, 2021, filed with the Commission on March 18, 2022. |
All
other reports and other documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part
of this Registration Statement from the date of the filing of such reports and documents, except as to any portion of any future annual
or quarterly report to stockholders or document or current report furnished under Items 2.02 or 7.01 of Form 8-K that is not deemed filed
under such provisions.
For
the purposes of this Registration Statement, any statement contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed
document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
You
should rely only on the information provided or incorporated by reference in this Registration Statement or any related prospectus. The
Registrant has not authorized anyone to provide you with different information. You should not assume that the information in this Registration
Statement or any related prospectus is accurate as of any date other than the date on the front of the document.
You
may contact the Registrant in writing or orally to request copies of the above-referenced filings, without charge (excluding exhibits
to such documents unless such exhibits are specifically incorporated by reference into the information incorporated into this Registration
Statement). Requests for such information should be directed to:
Jasper
Therapeutics, Inc.
2200
Bridge Pkwy Suite #102
Redwood
City, CA 94065
(650)
549-1400
Attn:
President and Chief Executive Officer
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 102 of the General Corporation Law of the
State of Delaware (“DGCL”) permits a corporation to eliminate or limit the personal liability of directors of a corporation
to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached
his or her duty of loyalty to the corporation or its stockholders, failed to act in good faith, engaged in intentional misconduct or knowingly
violated a law, authorized the payment of a dividend or approved a stock repurchase or redemption in violation of the DGCL or derived
an improper personal benefit. The Registrant’s second amended and restated certificate of incorporation (the “Amended and
Restated Certificate of Incorporation”) provides that no director of the Registrant shall be personally liable to it or its stockholders
for monetary damages for any breach of fiduciary duty as a director, notwithstanding any provision of law imposing such liability, except
to the extent that the DGCL prohibits the elimination or limitation of liability of directors for breaches of fiduciary duty.
Section 145 of the DGCL provides that a corporation
has the power to indemnify a director, officer, employee or agent of the corporation, or a person serving at the request of the corporation
for another corporation, partnership, joint venture, trust or other enterprise in related capacities against expenses (including attorneys’
fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with an action, suit
or proceeding to which he or she was or is a party or is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding by reason of such position, if such person acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the corporation, and, in any criminal action or proceeding, had no reasonable cause to believe
his or her conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification
shall be made with respect to judgments, fines and amounts paid in settlement in connection with such action, suit or proceeding or with
respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only
to the extent that the Court of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view
of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court
of Chancery or such other court shall deem proper. The Amended and Restated Certificate of Incorporation permits the Registrant to indemnify
its directors, officers, employees and other agents to the maximum extent permitted by the DGCL, and the Registrant’s second amended
and restated bylaws (the “Amended and Restated Bylaws”) provide that the Registrant will indemnify its directors and officers
and permit the Registrant to indemnify its employees and other agents, in each case to the extent not prohibited by the DGCL or any other
applicable law.
The Registrant has entered, and expects to continue
to enter, into indemnification agreements with its directors and officers, that may be broader than the specific indemnification provisions
contained in the DGCL. These agreements, among other things, require the Registrant to indemnify each director and officer to the fullest
extent permitted by Delaware law, including indemnification of expenses such as attorneys’ fees, judgments, penalties, fines and
settlement amounts actually and reasonably incurred by the director or executive officer in any action or proceeding, including any action
or proceeding by or in right of us, arising out of the person’s services as a director or executive officer. These indemnification
agreements also require the Registrant to advance all expenses incurred by the directors and executive officers in investigating or defending
any such action, suit or proceeding, subject to certain exceptions.
The Amended
and Restated Bylaws provide that the Registrant may purchase insurance on behalf of any person required or permitted to be indemnified
to the extent permitted by the DGCL or any other applicable law. The Registrant has obtained insurance under which, subject to the limitations
of the insurance policies, coverage is provided to the Registrant’s directors and executive officers against loss arising from claims
made by reason of breach of fiduciary duty or other wrongful acts as a director or executive officer, including claims related to various
liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934,
as amended, and to the Registrant with respect to payments that may be made by the Registrant to these directors and executive officers
pursuant to the Registrant’s indemnification obligations or otherwise as a matter of law.
At present, there is no
pending litigation or proceeding involving a director or officer of the Registrant regarding which indemnification is sought, nor is the
Registrant aware of any threatened litigation that may result in claims for indemnification.
See also the undertakings
set out in response to Item 9 herein.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit Number |
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Description |
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3.1 |
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Second Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by the Registrant on September 29, 2021). |
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3.2 |
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Second Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed by the Registrant on September 29, 2021). |
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4.1 |
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Form of Warrant Agreement, dated November 19, 2019, by and between the Registrant and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by the Registrant on November 25, 2019). |
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4.2 |
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Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-1/A (File No. 333-234324) filed by the Registrant on November 6, 2019). |
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5.1* |
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Opinion of Paul Hastings LLP. |
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10.1 |
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Jasper Therapeutics, Inc. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by the Registrant on September 29, 2021). |
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10.2 |
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Jasper Therapeutics, Inc. 2021 Equity Incentive Plan Form of Stock Option Grant Notice and Stock Option Agreement (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by the Registrant on September 29, 2021). |
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10.3 |
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Jasper Therapeutics, Inc. 2021 Equity Incentive Plan Form of RSU Award Grant Notice and Award Agreement (RSU Award) (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed by the Registrant on September 29, 2021). |
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10.4 |
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Jasper
Therapeutics, Inc. 2021 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K
filed by the Registrant on September 29, 2021). |
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10.5 |
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Jasper Therapeutics, Inc. 2022 Inducement Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Registrant on March 16, 2022). |
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10.6* |
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Jasper Therapeutics, Inc. 2022 Inducement Equity Incentive Plan Form of Stock Option Agreement and Terms and Conditions of Stock Option Grant. |
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10.7* |
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Jasper Therapeutics, Inc. 2022 Inducement Equity Incentive Plan Form of Restricted Stock Unit Agreement and Terms and Conditions of Restricted Stock Unit Grant. |
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23.1* |
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Consent of PricewaterhouseCoopers LLP. |
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23.2* |
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Consent of Paul Hastings LLP (included in Exhibit 5.1). |
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24.1* |
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Power of Attorney is contained on the signature page. |
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107* |
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Filing Fee Table |
ITEM 9. UNDERTAKINGS.
(a) The Registrant 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 this Registration Statement (or the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the information set forth in this 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 Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 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 this Registration Statement or any material change to such information
in this Registration Statement;
Provided, however, that:
(A) paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with
or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment 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.
(b) The 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 Exchange Act that is incorporated by reference in this 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.
(h) 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 Commission 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.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the Redwood City, State of California, on March 18, 2022.
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Jasper Therapeutics, Inc. |
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By: |
/s/ Ronald Martell |
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Name: |
Ronald Martell |
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Title: |
President and Chief Executive Officer |
POWER OF ATTORNEY
Know
All Persons By These Presents, that each person whose signature appears below constitutes and appoints Ronald Martell and Jeet
Mahal, and each or any one of them, as his or her true and lawful attorneys-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them,
or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE |
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TITLE |
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DATE |
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/s/ Ronald Martell |
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President, Chief Executive Officer and Director |
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March 18, 2022 |
Ronald Martell |
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(Principal Executive Officer) |
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/s/ Jeet Mahal |
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Chief Financial Officer and Chief Business Officer |
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March 18, 2022 |
Jeet Mahal |
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(Principal Accounting and Financial Officer) |
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/s/ William Lis |
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Chairperson of the Board |
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March 18, 2022 |
William Lis |
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/s/ Anna French, D.Phil. |
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Director |
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March 18, 2022 |
Anna French, D.Phil. |
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/s/ Lawrence Klein, Ph.D. |
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Director |
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March 18, 2022 |
Lawrence Klein, Ph.D. |
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/s/ Christian W. Nolet |
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Director |
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March 18, 2022 |
Christian W. Nolet |
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/s/ Judith Shizuru, M.D., Ph.D. |
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Director |
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March 18, 2022 |
Judith Shizuru, M.D., Ph.D. |
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/s/ Kurt von Emster |
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Director |
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March 18, 2022 |
Kurt von Emster |
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