8-K

SURO CAPITAL CORP. (SSSS)

8-K 2025-08-06 For: 2025-08-06
View Original
Added on April 08, 2026

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

Date

of Report (Date of earliest event reported):

August6, 2025

SURO

CAPITAL CORP.

(Exact name of registrant as specified in its charter)

Maryland 814-00852 27-4443543
(State<br> or other jurisdiction<br><br> <br>of<br> incorporation) (Commission<br><br> <br>File<br> Number) (I.R.S.<br> Employer<br><br> <br>Identification<br> No.)

640Fifth Avenue

12thFloor

NewYork, NY 10019

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (212) 931-6331

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities

registered pursuant to Section 12(b) of the Act:

Title of each class: Trading symbol: Name of each exchange on which registered:
Common<br> Stock, par value $0.01 per share SSSS Nasdaq<br> Global Select Market
6.00%<br> Notes due 2026 SSSSL Nasdaq<br> Global Select Market

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 2.02. Results of Operations and Financial Condition.

On August 6, 2025, SuRo Capital Corp. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended June 30, 2025 (the “Press Release”). A copy of the Press Release is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 2.02 by reference.

The information disclosed under this Item 2.02, including the information set forth in Exhibit 99.1 hereto, is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise. The information in this Item 2.02 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act, except as otherwise expressly stated in any such filing.

Item 9.01. Financial Statements and Exhibits.
Exhibit<br> No. Description
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Exhibit<br> 99.1 Press Release dated August 6, 2025*
Exhibit<br> 104 Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)

* The press release attached hereto as Exhibit 99.1 is “furnished” and not “filed,” as described in Item 2.02 of this Current Report on Form 8-K.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:<br> August 6, 2025 SURO CAPITAL CORP.
By: /s/ Allison Green
Allison<br> Green
Chief<br> Financial Officer, Chief Compliance Officer, Treasurer and Corporate Secretary

Exhibit99.1


SuRoCapital Corp. Reports Second Quarter 2025 Financial Results

OngoingNet Asset Value Growth Driven by AI-Focused Investments

NetAsset Value of $9.18 Per Share as of June 30, 2025

NEWYORK, NY, August 6, 2025 (GLOBE NEWSWIRE) – SuRo Capital Corp. (“SuRo Capital”, the “Company”,“we”, “us”, and “our”) (Nasdaq: SSSS) today announced its financial results for the second quarter ended June 30, 2025. Net assets totaled approximately $219.4 million, or $9.18 per share, at June 30, 2025, as compared to $6.66 per share, at March 31, 2025 and $6.94 per share at June 30, 2024.

“The second quarter of 2025 marked SuRo Capital’s strongest performance since our inception, highlighted by a greater than 35% increase in NAV per share,” said Mark Klein, Chairman and Chief Executive Officer of SuRo Capital. “This exceptional growth was fueled by broad market recognition of the value being created by AI infrastructure companies. CoreWeave’s successful IPO and strong post-IPO trading were key drivers of this appreciation. In addition, OpenAI’s historic $40 billion capital raise at a $300 billion post-money valuation—the largest private financing ever for a technology company—further validated the demand for transformative AI platforms. We also saw encouraging activity elsewhere across the portfolio. Canva is reportedly preparing for a secondary tender at a $37 billion valuation, and Colombier Acquisition Corp. II completed its merger with GrabAGun, further building on SuRo Capital’s SPAC sponsor strategy success,” Klein added.

Mr. Klein continued, “Beyond these marquee events, we remain focused on investing in the next generation of category-defining companies. In April, we deployed $5 million into Plaid through a wholly owned SPV. Plaid is a foundational fintech platform that connects financial applications to consumers, reaching an estimated one in every two adults in the U.S.”

“As a result of this strong performance and momentum across our portfolio, our Board of Directors declared an initial cash dividend of $0.25 per share. This dividend is driven by successful monetizations of SuRo Capital’s public securities. Based on current portfolio activity and subject to Board approval, we intend to announce additional distributions throughout the remainder of the year,” Mr. Klein concluded.

InvestmentPortfolio as of June 30, 2025


At June 30, 2025, SuRo Capital held positions in 36 portfolio companies – 33 privately held and 3 publicly held – with an aggregate fair value of approximately $243.8 million. The Company’s top five portfolio company investments accounted for approximately 53% of the total portfolio at fair value as of June 30, 2025.

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TopFive Investments as of June 30, 2025


Portfolio Company ($ in millions) Cost<br> Basis Fair<br> Value %<br> of Total Portfolio
CW<br> Opportunity 2 LP^(1)^ $ 15.2 $ 40.9 16.8 %
ARK<br> Type One Deep Ventures Fund LLC^(2)^ 17.7 27.8 11.4
Whoop,<br> Inc. 11.0 23.7 9.7
Colombier<br> Sponsor II LLC 1.6 20.3 8.3
Learneo,<br> Inc. 15.0 15.4 6.3
Total^(3)^ $ 60.5 $ 128.0 52.5 %
(1) CW<br> Opportunity 2 LP is an SPV for which the Class A Membership Interest is solely invested in<br> the Class A Common Shares of CoreWeave, Inc. SuRo Capital is invested in the Class A Common<br> Shares of CoreWeave, Inc. through its investment in the Class A Membership Interest of CW<br> Opportunity 2 LP. SuRo Capital confirmed, as of June 30, 2025, the underlying Class A Common<br> Shares held by CW Opportunity 2 LP were not registered and are therefore subject to certain<br> restrictions on sale or transfer for which SuRo Capital has applied a discount to the closing<br> share price as of the reporting date.
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(2) ARK<br> Type One Deep Ventures Fund LLC is an investment fund for which the Class A Membership Interest<br> is solely invested in the Convertible Interest Rights of OpenAI Global, LLC. SuRo Capital<br> is invested in the Convertible Interest Rights of OpenAI Global, LLC through its investment<br> in the Class A Membership Interest of ARK Type One Deep Ventures Fund LLC.
(3) Total<br> may not sum due to rounding.

SecondQuarter 2025 Investment Portfolio Activity

During the three months ended June 30, 2025, SuRo Capital made the following investment:

Portfolio<br> Company Investment Transaction<br> Date Amount^(1)^
Plaid<br> Inc.^(2)^ Class<br> A Common Shares 4/4/2025 $5.0<br> million
(1) Amount<br> invested does not include capitalized costs, origination fees, or prepaid expenses.
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(2) SuRo<br> Capital’s investment in the Class A Common Shares of Plaid Inc. was made through 1789<br> Capital Nirvana II LP, an SPV in which SuRo Capital is the Sole Limited Partner. SuRo Capital<br> paid a 7% origination fee at the time of investment.

During the three months ended June 30, 2025, SuRo Capital exited and received proceeds from the following investments:

Portfolio<br> Company Transaction<br> <br>Date Quantity Average Net Share Price^(1)^ Net<br> <br>Proceeds Realized<br> <br>Gain
CoreWeave,<br> Inc.^(2)^ Various 222,240 $ 113.99 $25.3<br> million $15.3<br> million
ServiceTitan,<br> Inc.^(3)^ Various 151,515 $ 105.07 $15.9<br> million $5.9<br> million
(1) The<br> average net share price is the net share price realized after deducting all commissions and<br> fees on the sale(s), if applicable.
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(2) As<br> of June 20, 2025, SuRo Capital had sold the entirety of its directly held CoreWeave, Inc.<br> public common shares. As of June 30, 2025 SuRo Capital continues to hold the entirety of<br> its interest in CW Opportunity 2 LP.
(3) As<br> of June 27, 2025, SuRo Capital had sold its entire position in ServiceTitan, Inc. public<br> common shares.

Subsequent to quarter-end through August 6, 2025, SuRo Capital made the following follow-on investment:

Portfolio<br> Company Investment Transaction<br> Date Amount^(1)^
Supplying<br> Demand, Inc. (d/b/a Liquid Death) Convertible<br> Note 7/29/2025 $0.3<br> million
(1) Amount<br> invested does not include any capitalized costs.
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SecondQuarter 2025 Financial Results


Quarter<br> Ended June 30, 2025 Quarter<br> Ended June 30, 2024
in millions per share^(1)^ in millions per share^(1)^
Net<br> investment loss ) $ (0.16 ) ) $ (0.16 )
Net<br> realized gain/(loss) on investments 0.89 (<0.01)
Net<br> change in unrealized appreciation/(depreciation) of investments 1.89 ) (0.30 )
Net<br> increase/(decrease) in net assets resulting from operations^(2)^ 2.63 ) (0.45 )
Repurchase<br> of common stock - ) 0.20
Stock-based<br> compensation (0.10 ) 0.03
Increase/(decrease)<br> in net asset value^(2)^ $ 2.52 ) $ (0.23 )

All values are in US Dollars.

(1) Based<br> on basic weighted-average number of shares outstanding for the relevant period.
(2) Total<br> may not sum due to rounding.

SuRo Capital’s liquid assets were approximately $52.4 million as of June 30, 2025, consisting of cash and directly-held securities of publicly traded portfolio companies.

Weighted-average common basic shares outstanding were approximately 23.7 million and 23.4 million for the quarters ended June 30, 2025 and 2024, respectively. As of June 30, 2025, there were 23,888,107 shares of the Company’s common stock outstanding.


RecentDividend Declarations and Certain Information Regarding the Dividends


On July 3, 2025, SuRo Capital’s Board of Directors declared a dividend of $0.25 per share paid on July 31, 2025 to the Company’s common stockholders of record as of the close of business on July 21, 2025. The dividend was paid in cash.

The date of declaration and amount of any distributions, including any future distributions, are subject to the sole discretion of SuRo Capital’s Board of Directors.

The aggregate amount of distributions declared and paid by SuRo Capital will be fully taxable to stockholders. The tax character of SuRo Capital’s distributions cannot be finally determined until the close of SuRo Capital’s taxable year (December 31). SuRo Capital will report the actual tax characteristics of each year’s distributions annually to stockholders and the IRS on Form 1099-DIV subsequent to year-end.

Registered stockholders with questions regarding declared dividends may call Equiniti Trust Company, LLC at 800-937-5449.


ConferenceCall and Webcast

Management will hold a conference call and webcast for investors at 2:00 p.m. PT (5:00 p.m. ET) on August 6, 2025. The conference call access number for U.S. participants is 866 580 3963 and the conference call access number for participants outside the U.S. is +1 786 697 3501. The conference ID number for both access numbers is 0912554 or SuRo Capital. Additionally, interested parties can listen to a live webcast of the call from the “Investor Relations” section of SuRo Capital’s website at www.surocap.com. An archived replay of the webcast will also be available for 12 months following the live presentation.

A replay of the conference call may be accessed until 5:00 p.m. PT (8:00 p.m. ET) on August 13, 2025 by dialing 1 866-583-1035 (U.S.) or +44 (0) 20 3451 9993 (International) and using conference ID number 0912554.

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Forward-LookingStatements

Statements included herein, including statements regarding SuRo Capital’s beliefs, expectations, intentions, or strategies for the future, may constitute “forward-looking statements”. SuRo Capital cautions you that forward-looking statements are not guarantees of future performance and that actual results or developments may differ materially from those projected or implied in these statements. All forward-looking statements involve a number of risks and uncertainties, including the impact of any market volatility that may be detrimental to our business, our portfolio companies, our industry, and the global economy, that could cause actual results to differ materially from the plans, intentions, and expectations reflected in or suggested by the forward-looking statements. Risk factors, cautionary statements, and other conditions which could cause SuRo Capital’s actual results to differ from management’s current expectations are contained in SuRo Capital’s filings with the Securities and Exchange Commission. SuRo Capital undertakes no obligation to update any forward-looking statement to reflect events or circumstances that may arise after the date of this press release.

AboutSuRo Capital Corp.


SuRo Capital Corp. (Nasdaq: SSSS) is a publicly traded investment fund that seeks to invest in high-growth, venture-backed private companies. The fund seeks to create a portfolio of high-growth emerging private companies via a repeatable and disciplined investment approach, as well as to provide investors with access to such companies through its publicly traded common stock. Since inception, SuRo Capital has served as the public’s gateway to venture capital, offering unique access to some of the world’s most innovative and sought-after private companies before they become publicly traded. SuRo Capital’s diverse portfolio encompasses high-growth sectors including AI infrastructure, emerging consumer brands, and cutting-edge software solutions for both consumer and enterprise markets, among others. SuRo Capital is headquartered in New York, NY and has an office in San Francisco, CA. Connect with the company on X, LinkedIn, and at www.surocap.com.

Contact

SuRo Capital Corp.

(212) 931-6331

IR@surocap.com

MediaContact

Deborah Kostroun

Zito Partners

SuRoCapitalPR@zitopartners.com

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SUROCAPITAL CORP. AND SUBSIDIARIES

CONDENSEDCONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES

December 31, 2024<br><br> <br>(AUDITED)
ASSETS
Investments<br> at fair value:
Non-controlled/non-affiliate<br> investments (cost of 221,292,617 and 234,601,314, respectively) 215,044,675 $ 198,511,915
Non-controlled/affiliate<br> investments (cost of 20,605,400 and 20,605,400, respectively) 8,456,422 9,268,827
Controlled<br> investments (cost of 1,602,940 and 1,602,940, respectively) 20,297,450 1,600,000
Total<br> Investments (cost of 243,500,957 and 256,809,654, respectively) 243,798,547 209,380,742
Cash 49,852,801 20,035,640
Restricted<br> cash 38,741
Escrow<br> proceeds receivable 45,298
Interest<br> and dividends receivable 104,098 756,022
Deferred<br> financing costs 555,688 526,261
Prepaid<br> expenses and other assets(1) 703,349 855,630
Total<br> Assets 295,053,224 231,599,593
LIABILITIES
6.00%<br> Notes due December 30, 2026(2) 39,354,847 44,198,838
6.50%<br> Convertible Notes due August 14, 2029(3) 34,010,638 29,051,408
Accounts<br> payable and accrued expenses(1) 2,278,144 768,394
Dividends<br> payable 8,867
Total<br> Liabilities 75,643,629 74,027,507
Net<br> Assets 219,409,595 $ 157,572,086
NET<br> ASSETS
Common<br> stock, par value 0.01 per share (100,000,000 authorized; 23,888,107 and 23,601,566 issued and outstanding, respectively) 238,881 $ 236,016
Paid-in<br> capital in excess of par 226,892,721 226,579,432
Accumulated<br> net investment loss (11,686,121 ) (4,302,192 )
Accumulated<br> net realized gain/(loss) on investments, net of distributions 3,769,690 (17,409,097 )
Accumulated<br> net unrealized appreciation/(depreciation) of investments 194,424 (47,532,073 )
Net<br> Assets 219,409,595 $ 157,572,086
Net<br> Asset Value Per Share 9.18 $ 6.68

All values are in US Dollars.

(1) This<br> balance includes a right of use asset and corresponding operating lease liability, respectively.
(2) As<br> of June 30, 2025, the 6.00% Notes due December 30, 2026 (the “6.00% Notes due 2026”)<br> (effective interest rate of 6.52%) had a face value $39,667,650. As of December 31, 2024,<br> the 6.00% Notes due 2026 (effective interest rate of 6.48%) had a face value $44,667,400.
(3) As<br> of June 30, 2025, the 6.50% Convertible Notes due August 14, 2029 (the “6.50% Convertible<br> Notes due 2029”) (effective interest rate of 7.17%) had a face value $35,000,000. As<br> of December 31, 2024, the 6.50% Convertible Notes due 2029 (effective interest rate of 7.06%)<br> had a face value $30,000,000.
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SUROCAPITAL CORP. AND SUBSIDIARIES

CONDENSEDCONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

Three<br> Months Ended June 30, Six<br> Months Ended June 30,
2025 2024 2025 2024
INVESTMENT<br> INCOME
Non-controlled/non-affiliate<br> investments:
Interest<br> income^(1)^ $ 167,304 $ 290,750 $ 317,951 $ 532,757
Dividend<br> income 348,447 21,875
Controlled<br> investments:
Interest<br> income 376,667 811,667
Interest<br> income from U.S. Treasury bills 359,936 1,189,145
Total<br> Investment Income 167,304 1,027,353 666,398 2,555,444
OPERATING<br> EXPENSES
Compensation<br> expense 1,571,856 2,198,509 3,239,691 4,383,827
Directors’<br> fees 175,495 167,825 346,060 338,938
Interest<br> expense 1,275,485 1,214,267 2,535,334 2,428,534
Professional<br> fees 680,857 586,825 1,431,081 1,315,384
Income<br> tax expense (218,745 ) 52,794 (215,949 ) 54,894
Other<br> expenses 404,516 462,758 714,110 912,394
Total<br> Operating Expenses 3,889,464 4,682,978 8,050,327 9,433,971
Net<br> Investment Loss (3,722,160 ) (3,655,625 ) (7,383,929 ) (6,878,527 )
Realized<br> Gain/(Loss) on Investments:
Non-controlled/non-affiliated<br> investments 21,212,611 (22,867 ) 21,194,660 (507,008 )
Non-controlled/affiliate<br> investments 60,067
Controlled<br> investments (6,745 ) (6,745 )
Net<br> Realized Gain/(Loss) on Investments 21,212,611 (29,612 ) 21,194,660 (453,686 )
Realized<br> loss on partial repurchase of 6.00% Notes due December 30, 2026 (15,873 )
Change<br> in Unrealized Appreciation/(Depreciation) of Investments:
Non-controlled/non-affiliated<br> investments 35,090,339 (3,481,638 ) 29,841,454 (19,876,809 )
Non-controlled/affiliate<br> investments (339,693 ) (3,485,172 ) (812,406 ) (5,501,871 )
Controlled<br> investments 10,086,973 864 18,697,449 (5,636 )
Net<br> Change in Unrealized Appreciation/(Depreciation) of Investments 44,837,619 (6,965,946 ) 47,726,497 (25,384,316 )
Net<br> Change in Net Assets Resulting from Operations $ 62,328,070 $ (10,651,183 ) $ 61,521,355 $ (32,716,529 )
Net<br> Change in Net Assets Resulting from Operations per Common Share:
Basic $ 2.63 $ (0.45 ) $ 2.60 $ (1.34 )
Diluted^(2)^ $ 2.23 $ (0.45 ) $ 2.23 $ (1.34 )
Weighted-Average<br> Common Shares Outstanding
Basic 23,728,095 23,410,235 23,650,399 24,401,863
Diluted^(2)^ 28,244,225 23,410,235 28,113,063 24,401,863
(1) Includes<br> interest income earned on cash.
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(2) For<br> the three and six months ended June 30, 2024, there were no potentially dilutive securities<br> outstanding
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SUROCAPITAL CORP. AND SUBSIDIARIES

FINANCIALHIGHLIGHTS (UNAUDITED)

Three<br> Months Ended June 30, Six<br> Months Ended June 30,
2025 2024 2025 2024
Per<br> Basic Share Data
Net asset<br> value at beginning of period $ 6.66 $ 7.17 $ 6.68 $ 7.99
Net<br> investment loss^(1)^ (0.16 ) (0.16 ) (0.31 ) (0.28 )
Net<br> realized gain/(loss) on investments^(1)^ 0.89 <(0.01) 0.90 (0.02 )
Realized<br> loss on partial repurchase of 6.00% Notes due December 30, 2026^(1)^ <(0.01)
Net<br> change in unrealized appreciation/(depreciation) of investments^(1)^ 1.89 (0.30 ) 2.02 (1.04 )
Repurchase<br> of common stock^(1)^ 0.20 0.23
Stock-based<br> compensation^(1)^ (0.10 ) 0.03 (0.11 ) 0.06
Net<br> asset value at end of period $ 9.18 $ 6.94 $ 9.18 $ 6.94
Per share market<br> value at end of period $ 8.21 $ 4.01 $ 8.21 $ 4.01
Total<br> return based on market value^(2)^ 65.19 % (11.87 )% 39.63 % 1.78 %
Total<br> return based on net asset value^(2)^ 37.84 % (3.21 )% 37.43 % (13.14 )%
Shares outstanding<br> at end of period 23,888,107 23,378,002 23,888,107 23,378,002
Ratios/Supplemental<br> Data: **** **** **** ****
Net<br> assets at end of period $ 219,409,595 $ 162,312,191 $ 219,409,595 $ 162,312,191
Average<br> net assets $ 160,412,515 $ 175,240,305 $ 158,444,298 $ 188,879,950
Ratio<br> of net operating expenses to average net assets^(3)^ 9.73 % 10.75 % 10.25 % 10.04 %
Ratio<br> of net investment loss to average net assets^(3)^ (9.31 )% (8.39 )% (9.40 )% (7.32 )%
Portfolio<br> Turnover Ratio 2.36 % 5.72 % 3.02 % 5.84 %
(1) Based<br> on weighted-average number of shares outstanding for the relevant period.
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(2) Total<br> return based on market value is based upon the change in market price per share between the<br> opening and ending market values per share in the period, adjusted for dividends and equity<br> issuances. Total return based on net asset value is based upon the change in net asset value<br> per share between the opening and ending net asset values per share in the period, adjusted<br> for dividends and equity issuances.
(3) Financial<br> highlights for periods of less than one year are annualized and the ratios of operating expenses<br> to average net assets and net investment loss to average net assets are adjusted accordingly.<br> Because the ratios are calculated for the Company’s common stock taken as a whole,<br> an individual investor’s ratios may vary from these ratios.
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