Please see www.deloitte.com/about to learn more about our global network of member firms. Equity agreements protect both parties in a deal of this nature. SAFEs can be issued in a matter of days, whereas a traditional equity financing round can take weeks or even months to complete.Another advantage of using a SAFE is that it can help a company to avoid some of the costly and time-consuming aspects of the equity financing process, such as hiring a financial advisor or going through a due diligence process.One of the challenges of using a SAFE is that it can be difficult to predict how much money a company will raise. Exceptional organizations are led by a purpose. This is an important part of the accounting treatment for SAFE agreements that many non-startup bookkeepers will miss. The typical events are a qualified equity financing, a liquidity event (sale or IPO) or merger. THIS SIMPLE AGREEMENT FOR FUTURE EQUITY (THIS " AGREEMENT "), DATED AS OF August 10, 2018, CERTIFIES THAT in exchange for the payment in instalments by Norma Investments Limited, a British Virgin Islands company (the " Investor ") of up to US$30,000,000.00 (the " Purchase Amount ") as specified herein, Genome Protection, Inc., a Delaware As accountants, we generally defer to the law firms opinion on if this is necessary, and weve seen lawyers recommend this when the preferred shares held by the SAFE investors have specific rights or preferences, such as specific liquidation preferences or dividend calculations. The relationship between users and ContractsCounsel are not protected as attorney-client privilege or as legal work product. If you have questions about accounting for SAFE notes, please contact us. Exceptional organizations are led by a purpose. (a) Interest shall accrue at the simple rate of 5% per annum of the outstanding Purchase Amount commencing upon the Effective Date and continuing until the outstanding principal amount has been paid in full or converted. Over the last several years, SAFEs have gained popularity, particularly with venture capital funds and other early investors. Certain services may not be available to attest clients under the rules and regulations of public accounting. Certain services may not be available to attest clients under the rules and regulations of public accounting. Experienced venture capitalists expect to see SAFE notes in the equity section of a companys balance sheet - therefore, they should be classified as equity, not debt. Criminal Referrals and OSHA Violations, Part III: Industry Standards Oregon House Revenue Committee Set to Hear More About Pro-Taxpayer Buying or Selling a Small Business Government Contractor? Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee ("DTTL"), its network of member firms, and their related entities. On the other hand, FASB has not directly addressed the SAFE accounting issue, so as obvious as it may seem that SAFEs should be treated as equity under GAAP the issue is not entirely black & white. All entities are capitalized with debt or equity. This potential problem can be made worse if the company has granted pro-rata rights to multiple SAFE investors. SAFE agreements, also known as simple agreements for future equity and SAFE notes , are legal contracts that startups use to raise seed financing capital and similar to a warrant. One of the simplest (and cheapest) ways to invest in an early-stage company is often through a Simple Agreement for Future Equity (SAFE). The National Law Review is not a law firm nor is www.NatLawReview.com intended to be a referral service for attorneys and/or other professionals. I ended up finding someone who was a great fit for what I needed. In the United States, Deloitte refers to one or more of the US member firms of DTTL, their related entities that operate using the "Deloitte" name in the United States and their respective affiliates. SAFE (simple agreement for future equity) notes are an alternative to convertible notes, and SAFE notes are less complex. SAFE stands for Simple Agreement for Future Equity. Therefore, it introduced a pared-down instrument that had some features of a convertible note, and the SAFE note was born. Will Changes to the Option To Tax Regime Impact UK Insolvency Sales? Abby is an attorney and public policy specialist who has fused together her experience as an advocate, education in economics and public health, and passion for working with animals to create healthier communities for people and animals alike. All relationships between business users and the independent lawyers featured on this website will be governed by the individual engagement letters provided by each lawyer. Thanks for reaching out. Abby also assists residents with their pet-related housing problems and works with community stakeholders to increase housing stability in underserved communities. Demonstrate traction through metrics like daily active users, monthly recurring revenue (MRR), or sales pipeline. Do not delete! The New York City Council Sets its Sights on Non-Profit Housing DOJ Announces New Voluntary Self-Disclosure Policy for U.S. Attorney Supreme Court: Salary, Not Daily Pay, Required for FLSA Overtime Time Is Money: A Quick Wage-Hour Tip on the Tip Credit, EDPB issues its Opinion on the EU-U.S. Data Privacy Framework, Hunton Andrews Kurths Privacy and Cybersecurity. This has important ramifications for investors who are trying to take advantage of the Qualified Small Business Stock (QSBS) exclusion. It reminds me a bit of the old saw where various candidates for an accounting position are asked what a column of numbers add up to. For example, early-stage and smaller-growth companies are often financed with preferred stock and warrants with complex and unusual features, whereas larger, more mature entities often have a mix of debt and equity securities with more plain-vanilla common stock capitalization. FASB has yet to formally explain how CPAs should account for these instruments under GAAP, so for now early-stage companies should record them as future VCs will expect to see them when the look at your startups financial statements. These provisions are typically triggered by defined conversion events, such as future equity raises or acquisition by another company. She is a nationally-recognized expert in animal accommodation laws and her work has been featured in The Washington Post, USA Today, Bloomberg, and Cosmopolitan magazine. You are responsible for reading, understanding and agreeing to the National Law Review's (NLRs) and the National Law Forum LLC's Terms of Use and Privacy Policy before using the National Law Review website. SAFEs are short five-page documents. has yet to formally address how to put it on the balance sheet. This box/component contains code needed on this page. Do not delete! Truth be told, the direct impact of the SECs take on SAFE accounting is not particularly significant. We dont think accounting considerations should drive this decision - the primary reason for using a SAFE is the lower legal costs and reduced paperwork complexity. Employment Contract Review: Costs, What To Expect. Specialties: Commercial Real Estate Law, Contract Negotiation, Entity Formation, Joint Ventures, Procurement, Lease/Buy/Sell Transactions, Business Consultations, Team Leadership, and Economic Development, "ContractsCounsel puts on-demand legal services in the cloud. SAFE Simple Agreement for Future Equity , .. , . I also have a background in real estate, hospitality, sales, and sports and entertainment, among other things. He supports audit clients by researching, advising and concluding on compl More, Ashley is a senior consultation partner in Deloitte's National Office. Entities should also consider Deloittes Roadmap Contracts on an Entitys Own Equity for guidance on equity-linked instruments that are not outstanding shares as well as Deloittes Roadmap Earnings per Share for guidance on the calculation of basic and diluted EPS. Without going into too much detail, the argument for accounting for SAFEs as equity (and not some sort of debt) is based on common sense, in the form of looking at how something similar to SAFEs is traditionally accounted for. There are some interesting features of a SAFE note that deserve highlighting. The choice of a lawyer or other professional is an important decision and should not be based solely upon advertisements. SAFEs do have some uncertainties, including their tax treatment. The information provided here is not investment, tax or financial advice. The SAFE is worthless if the company goes bust or if the triggering events never happen. SAFEs can be used by companies seeking growth capital from angel investors or venture capitalists as part of seed financing rounds. The Entrepreneurs Dilemma, How-to guide: How to protect your company from violations of the United States Foreign Corrupt Practices Act (USA), How-to guide: How to draft a supply of services contract (USA), How-to guide: How to ensure sanctions screening and sanctions due diligence is effective (USA). [8] Additionally, the tax treatment of SAFEs is disadvantageous, as the holding period (relevant to Qualified Small Business Stock tax exemption) begins upon stock issuance rather than signature of the SAFE. Questions? Yes! Receive flat-fee bids from lawyers in our marketplace to compare. Until a standards body weighs in, however, it will be up to the individual companies offering SAFEs to evaluate the awards on a case-by-case basis. The mix of debt and equity securities that comprise an entity's capital structure, and an entity's decision about the type of security to issue when raising capital, may depend on the stage of the entity's life cycle, the cost of capital, the need to comply with regulatory capital requirements or debt covenants (e.g., capital or leverage ratios), The SAFE investor receives the future shares when a priced round of investment or liquidity event occurs. Simple Agreement for Future Equity (SAFE) is an investment contract used to invest in early-stage startups in return for the rights to subscribe for new shares in future, usually at the next preferred stock financing round or a liquidation event. Securely pay to start working with the lawyer you select. Subscribe to receive Roadmap series publications via e-mail. Eligible for equity classification as defined by FASB. Some SAFEs include an obligation or are indexed to an obligation, to repurchase shares, requiring the issuer to settle through a transfer of cash or other assets and, as such, are considered a liability of the issuer. File a complaint about fraud or unfair practices. The impetus was that convertible notes didn't give founders flexibility, and could potentially hamper future investments. Elizabeth is highly responsive, personable and has great attention to detail. Biden-Harris Administration Announces $25,945,000 for Clean Water FCC OPEN COMMISION MEETING SET FOR MARCH 16, 2023: Tentatively On Federal Communications Commission to Consider Rules and Proposals to Protect Whats the Standard? Get in touch below and we will schedule a time to connect! Explore Deloitte University like never before through a cinematic movie trailer and films of popular locations throughout Deloitte University. The exclusion can provide significant tax savings for qualified investments that are held for at least five years, based on when the stock was issued. Here is an article The most common type of SAFE is the valuation cap, no discount SAFE. [4] This investment vehicle has since become popular in the U.S., Canada,[5] and Israel, due to its simplicity and low transaction costs. Strategies for Protecting Standard Essential Department Of Justice Introduces Voluntary Self-Disclosure Policy For Minnesota Supreme Court Clarifies State Law Standards for Severe or Gold Dome Report Legislative Day 25 (2023). Do I qualify? Cultivating a sustainable and prosperous future, Real-world client stories of purpose and impact, Key opportunities, trends, and challenges, Go straight to smart with daily updates on your mobile device, See what's happening this week and the impact on your business. 2. For example, early-stage and smaller growth companies are often financed with preferred stock and warrants with complex andunusual features, whereas larger, more mature entities often have a mix of debt and equity securities with moreplain-vanilla common stock capitalization. Harvey works closely with the Ally Law network of law firms throughout the world to assist clients with international legal needs. The discount is usually between 10% and 20%. Atlanta Simple Agreement for Future Equity Lawyers, Austin Simple Agreement for Future Equity Lawyers, Boston Simple Agreement for Future Equity Lawyers, Chicago Simple Agreement for Future Equity Lawyers, Dallas Simple Agreement for Future Equity Lawyers, Denver Simple Agreement for Future Equity Lawyers, Fort Lauderdale Simple Agreement for Future Equity Lawyers, Houston Simple Agreement for Future Equity Lawyers, Las Vegas Simple Agreement for Future Equity Lawyers, Los Angeles Simple Agreement for Future Equity Lawyers, Memphis Simple Agreement for Future Equity Lawyers, Miami Simple Agreement for Future Equity Lawyers, New York Simple Agreement for Future Equity Lawyers, Oklahoma City Simple Agreement for Future Equity Lawyers, Orlando Simple Agreement for Future Equity Lawyers, Philadelphia Simple Agreement for Future Equity Lawyers, Phoenix Simple Agreement for Future Equity Lawyers, Richmond Simple Agreement for Future Equity Lawyers, Salt Lake City Simple Agreement for Future Equity Lawyers, San Antonio Simple Agreement for Future Equity Lawyers, San Diego Simple Agreement for Future Equity Lawyers, San Francisco Simple Agreement for Future Equity Lawyers, Seattle Simple Agreement for Future Equity Lawyers, Tampa Simple Agreement for Future Equity Lawyers. For example, a startup might have a SAFE note from an angel investor. At Deloitte, our purpose is to make an impact that matters by creating trust and confidence in a more equitable society. A SAFE is an investment contract between a startup and an investor that gives the investor the . Affordable Monthly Bookkeeping for Startups, Key terms, tips and tricks, free financial models, taxes and more, Kruze is a leader in bookkeeping services for startups, We get your startup ready for the VC process, Projections, budgets and FP&A help for seed venture funded companies, Outsourced CFOs to help manage your growing startup, Industry specific expertise in bookkeeping, tax, FP&A and beyond, Kruze is a leader in startup tax filings, advice and more. Unless otherwise noted, attorneys are not certified by the Texas Board of Legal Specialization, nor can NLR attest to the accuracy of any notation of Legal Specialization or other Professional Credentials. Simple Agreements for Future Equity, known as "SAFEs," are a popular financing tool for seed and early-stage companies. Every SAFE has triggering events. Clarity on equity conversion: One of the most valuable benefits is clarity of how much equity is being issued. The Basics of Californias Outside Salesperson Exemption. SAFEs are not common stock. The SEC makes it clear to investors and other companies wanting to perform this type of funding that it is not automatically equity. See how we connect, collaborate, and drive impact across various locations. And now comes along a powerful federal regulator in the form of the SEC suggesting that absent any actual GAAP rule directly addressed to SAFES it believes that SAFEs should be accounted for as debt. Under ASC 260 as amended by ASU 2020-06, an entity may no longer overcome the presumption of share settlement for a contract that may be settled in stock or cash. You should consult with a licensed professional for advice concerning your specific situation. SAFEs are not all the same. If there is an open round and your valuation is postmoney, you technically can't convert until the round is closed. Special considerations are necessary for contracts that may be settled in stock or cash. After all, thats the whole idea behind a simple agreement for future equity! First Name (required) An entity that has filed a registration statement with the SEC is considered an SEC registrant. SAFEs are easy to use and get the job done with minimal cost, and can work for both single investors and for groups of investors. This could be the case if the SAFE has rights that rank higher than shareholders of the underlying stock or if there is not an explicit limit on the number of shares issuable on settlement. These conditions generally involve a valuation cap for the company and/or a discount to the share valuation at the moment of the trigger event. "The Simple Agreement for Future Equity (SAFE) has become an attractive way for companies, usually startups or early-stage companies, to raise funds profitably. Knowing their limitations and determining whether one matches your needs and preferences upfront will help prevent future investor heartburn. The valuation cap is the maximum amount of money that the investor can pay for the shares. SAFEs allow a company to receive cash without the legal costs typically associated with traditional convertible debt or equity raises. Most SAFE notes have the following: Valuation cap: a predetermined valuation as to what the note will convert to in equity. The National Law Review - National Law Forum LLC 3 Grant Square #141 Hinsdale, IL 60521 Telephone (708) 357-3317 ortollfree(877)357-3317. However, a difference between these two instruments is that a convert is accounted for as a debt instrument, whereas a SAFE lives in the equity section of a balance sheet. activated.+++ DO NOT USE THIS FRAGMENT WITHOUT EXPLICIT APPROVAL FROM THE CREATIVE
Federal Communications Commission to Consider Rules and Proposals to Whats the Standard? ASC 480-10 does not comprehensively address how to determine EPS for instruments within its scope. Equity-classified securities that contain any obligation outside the issuers control (whether conditional or unconditional) that may require the issuer to redeem the security must be classified as temporary equity. The remeasurement guidance in ASC 480-10-S99-3A may negatively affect an entitys reported EPS because adjustments to the redemption amount are often treated as dividends that reduce the numerator in EPS calculations. The tax code is set up to handle equity and debt investments. equity agreement Firm compliance professionals can access filings and requests, run reports and submit support tickets. April 15, 2021 One of the simplest (and cheapest) ways to invest in an early-stage company is often through a Simple Agreement for Future Equity (SAFE). ", "ContractsCounsel helped me find a sensational lawyer who curated a contract fitting my needs quickly and efficiently. A year later, the company may raise a Series A preferred round. Other contracts that may be settled in stock or cash are outside the scope of ASC 480-10. However, should you have capital raising costs - the most likely of which will be a legal bill - you will want to capitalize it on the balance sheet instead of running it through the P&L. For the uninitiated, SAFE is an acronym for Simple Agreement to Future Equity. Social login not available on Microsoft Edge browser at this time. SAFEs were created in 2013 by Carolynn Levy, a partner at Silicon Valley venture fund Y Combinator, to provide an alternative to convertible notes. Thanks for reaching out. They are more like a contract right, a forward contract in tax-speak. Archives are available on the Deloitte Accounting Research Tool websiteThe Roadmap series contains comprehensive, easy-to-understand accounting guides on selected topics of broad interest to the financial reporting community. (Keeping debt off the balance sheet, after all, is one of the features that SAFE advocates cite as an advantage over conventional convertible debt instruments.). In theory, a safe could remain outstanding for a long time without the need to 'extend' any dates or time periods.". But, only cautiously so. equity commitment letter A SAFE is an investment contract between a startup and an investor that gives the investor the . One more feature is the Pro Rata Side Letter. This gives the SAFE investor the right to make an additional investment in future rounds. 2023. Without a valuation cap, the percentage equity to the SAFE investor keeps going down as the company value increases. When funds come in from a SAFE note, they are added to cash as a debit. The instrument is viewed by some as a more founder-friendly alternative to convertible notes. The consensus is that the purchase price for the SAFE is rolled over as basis into the future equity. ", "How to build or invest in a startup without paying capital gains tax", History of private equity and venture capital, Private investment in public equity (PIPE), Taxation of private equity and hedge funds, Private equity and venture capital investors, https://en.wikipedia.org/w/index.php?title=Simple_agreement_for_future_equity&oldid=1141819957, Short description is different from Wikidata, Creative Commons Attribution-ShareAlike License 3.0, This page was last edited on 27 February 2023, at 00:04. This message will not be visible when page is activated. The investment amount is the total amount a startup receives from investors at one time. This box/component contains code
They are basically an agreement that allows investors to purchase equity in a startup at a negotiated price now, and the investor will receive the equity at some point in the future (called conversion). While it has its critics, it is among the most common form of financing for early stage high risk/reward startups. "Safes should work just like convertible notes, but with fewer complications", according to startup accelerator Y Combinator. Become your target audiences go-to resource for todays hottest topics. Unclear paperwork causes the following issues: 1. A SAFE is not equity: it is not common or preferred stock and does not give any voting rights or other equity rights under state laws. The Simple Agreement for Future Equity (SAFE) has been around for several years now. The valuation cap may be set by either party; however, it is often set by investors to protect themselves from overvaluation. These securities come with risks, and are very different from traditional common stock. Customer Reviews: Five-Star Enforcement and the Expanding Regulations. Archives are available on the Deloitte Accounting Research Tool website.The Roadmap series contains comprehensive, easy-to-understand accounting guides on selected topics of broad interest to the financial reporting community. Telephone and Texting Compliance News: Regulatory Update February 2023. This message will not be visible when page is activated.+++ DO NOT USE THIS FRAGMENT WITHOUT EXPLICIT APPROVAL FROM THE CREATIVE STUDIO DEVELOPMENT TEAM +++. Here are five things to know about a SAFE offering. Understand your clients strategies and the most pressing issues they are facing. But from the companys perspective, pro-rata rights can sometimes be a problem when future investors want the future round all for themselves. The SEC does not state anywhere in the article that a SAFE is a liability or equity, but is quick to note that SAFEs are not traditional equity. A SAFE or a Simple Agreement for Future Equity is a convertible note which acts as an agreement between your company and an investor. Unfortunately, FASB has not gotten around to saying anything about SAFEs as such. SEC registrants and non-SEC registrants that elect to apply the SECs guidance on redeemable equity securities must also consider the classification within equity. However, we still classify it as equity. Discount: a predetermined discount to what the note will convert to in equity once a triggering event occurs usually the raising of a new round. Partner ofEventus Advisory Group, LLC., helping companies meet their CFO, Finance and Accounting needs with fractional teams. SAFE (simple agreement for future equity) notes are an alternative to convertible notes, and SAFE notes are less complex. Deloitte's Roadmap Contracts on an Entity's Own Equity provides a comprehensive discussion of the classification, initial and subsequent measurement, and presentation and disclosure of equity-linked financial instruments. However, as use has become more prevalent, concerns have emerged related to unexpected dilution (and voting control) issues for entrepreneurs, especially where multiple SAFE investment rounds are done prior to a priced equity round,[6]. A SAFE note provides an influx of capital without the restrictions of covenants, promises of repayment or initial control or dilution issues of a direct equity issuance. However, SAFEs may also meet certain criteria related to instances where the issuer must or may settle by delivery of a variable number of shares, and the value at inception is predominately based on one of the following: SAFEs can require the issuer to deliver a variable number of shares with the value received by the investor equal to the invested capital, plus a fixed premium (the discount defined in the award). Ease of entry and startup's comfort: If you are a seed/early stage investor, a SAFE note is an easy way to invest in a company post the initial raise (e.g., friends and family) without the paperwork and effort of a convertible note. The purpose of all of these features is to make things as simple and clear as possible for the startup and the investor. When evaluating the accounting for SAFEs, issuers of the awards should consider guidance applicable to financial instruments that are not issued in the form of outstanding shares of stock. This type of SAFE does not have a valuation cap but does provide the investor with a discount on the shares that they purchase. To stay logged in, change your functional cookie settings. ", "I would recommend Contracts Counsel if you require legal work. No maturity date: According to Y Combinator, "A SAFE is designed to expire and terminate only when a safe holder has received stock, cash or other proceeds, in an Equity Financing, Liquidity Event or Dissolution Event whichever occurs first. This can be a helpful tool for companies that are not ready to go through the equity financing process or for companies that want to raise money quickly. They generally contain provisions that detail how the award can be converted to a future equity stake in the company, often at a discount to what other investors would be required to pay. Another type of SAFE is the valuation cap, with discount SAFE. While it has its critics, it is among the most common form of financing for early stage high risk/reward. Partner
At Kruze, he leads the financial strategy practice. Certain contracts within the scope of ASC 480- 10 may be settled in stock or cash. A simple agreement for future equity (SAFE) is a financing contract that may be used by a startup company to raise capital in its seed financing rounds. The article Announcing the Safe, a Replacement for Convertible Notes observed, Carolynn has created a replacement that is essentially convertible debt without the debt. Basically, SAFEs are convertible notes, but without stated maturities or interest expense. See Terms of Use for more information. Copyright 2006 - 2023 Law Business Research. Any legal analysis, legislative updates or other content and links should not be construed as legal or professional advice or a substitute for such advice. The numbers are subject to some nuances related to the amount of the future equity investment, to be explored in a future blog post. Steve is a partner in the Professional Practice Accounting and Reporting Services group in the National Office of Deloitte. Yes. SAFEs have some similarities to convertible notes, but are very different. SAFEs are structured with a company's equity as the underlying asset. Having largely pioneered the modern accelerator model, including the now widely used simple agreement for future . On the Radar: Distinguishing liabilities from equity, Senior Consultation Partner | Audit & Assurance, +++ DO NOT USE THIS FRAGMENT WITHOUT EXPLICIT APPROVAL FROM THE CREATIVE STUDIO DEVELOPMENT TEAM +++, +++ DO NOT USE THIS FRAGMENT WITHOUT EXPLICIT APPROVAL FROM THE CREATIVE
A SAFE is an agreement between an investor and a company that allows the investor to purchase shares in the company at a future date. When a young, private company asks their professional advisors how to account for SAFEs, what answer should they get? If you have straggling investors, your conversion is delayed. The valuation caps are the only negotiable detail. A valuation cap solves this problem for the investor. Occasionally startup attorneys will recommend recording the conversion of SAFEs into preferred equity as Safe Preferred Stock. This doesnt impact the accounting treatment of the SAFE note, but it can add another line to the equity section of the balance sheet and another column to the cap table (to record the preferred shares issued to the SAFE holder upon conversion). They get time to connect harvey works closely with the lawyer you select for early stage high risk/reward startups might. See www.deloitte.com/about to learn more about our global network of member firms recommend! Risks, and are very different could potentially hamper future investments the Expanding regulations guidance on redeemable equity must!.., Counsel if you have straggling investors, your conversion is delayed cap the! Responsive, personable and has great attention to detail in future rounds a young private! Company has granted pro-rata rights can sometimes be a referral service for attorneys and/or other professionals my needs quickly efficiently... Should not be based solely upon advertisements `` SAFEs should work just convertible! For future equity ( SAFE ) has been around for several years now rolled over as basis the... The note will convert to in equity their limitations and determining whether one matches your needs and upfront... Is that the investor the amount of money that the investor, he leads financial. 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Safes do have some uncertainties, including their tax treatment it is the... Contract right, a liquidity event ( sale or IPO ) or merger the Option to tax Regime UK. And are very different worthless if the company and/or a discount on the shares article! When future investors want the future equity ( SAFE ) has been around for several,! Advice concerning your specific situation know about a SAFE offering investor can pay the. Information provided here is an important decision and should not be available to attest clients under the and. Safes as such these conditions generally involve a valuation cap: a predetermined valuation as to the. Counsel if you require legal work sensational lawyer who curated a contract right, liquidity. Often set by investors to protect themselves from overvaluation to future equity Rata! See www.deloitte.com/about to learn more about our global network of member firms of these features is make... May raise a Series a preferred round or financial advice particularly with venture capital and...
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