As filed with the Securities and
Exchange Commission on February 13, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Grindr Inc.
(Exact name of registrant as specified in its charter)
Delaware
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92-1079067
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S Employer Identification
No.)
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750 N. San
Vicente Blvd., Suite RE 1400
West Hollywood,
California
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90069
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(Address of Principal Executive
Offices)
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(Zip Code)
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Grindr Inc.
2022 Equity Incentive Plan
Grindr Group
LLC Amended and Restated 2020 Equity Incentive Plan
(Full Title of the Plan)
George
Arison
Chief Executive
Officer
Grindr
Inc.
750 N. San
Vicente Blvd., Suite RE 1400
West Hollywood,
California 90069
(Name and address of agent for service)
Tel: (310)
776-6680
(Telephone number, including area code, of agent for service)
Copies
to:
William Shafton
VP of Business & Legal Affairs and Secretary
Grindr Inc.
750 N. San Vicente Blvd., Suite RE 1400
West Hollywood, California 90069
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John-Paul Motley
David Peinsipp
Kristin VanderPas
Cooley LLP
355 S. Grand Avenue Suite 900
Los Angeles, California 90071
Tel: (213) 561-3250
3 Embarcadero Center, 20th Floor
San Francisco, California 94111
Tel: (415) 693-2000
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Indicate by
check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, a 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
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Emerging growth company
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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. ☐
EXPLANATORY
NOTE
Grindr Inc., a
Delaware corporation (the “Registrant”) is filing this registration
statement with the Securities and Exchange Commission (the
“Commission”) to register common stock, par value $0.0001 per share
(the “Common Stock”), issued or issuable pursuant to the Grindr
Inc. 2022 Equity Incentive Plan (the “2022 Plan”) and Grindr Group
LLC Amended and Restated 2020 Equity Incentive Plan (the “2020
Plan” and, together with the 2022 Plan, the “Plans”).
On November
18, 2022 (the “Closing Date”), the Registrant (f/k/a Tiga
Acquisition Corp. (“Tiga”)) consummated the closing of the
transactions contemplated by that certain Agreement and Plan of
Merger, dated as of May 9, 2022, as amended as of October 5, 2022
(the “Merger Agreement”), by and among Tiga, Grindr Group LLC, Tiga
Merger Sub LLC and Tiga Merger Sub II LLC (“Tiga Merger Sub II”).
Tiga’s shareholders approved the business combination and the
change of jurisdiction from Cayman Islands to the State of Delaware
by deregistering as an exempted company in the Cayman Islands and
domesticating and continuing as a corporation formed under the laws
of the State of Delaware at an extraordinary general meeting of
stockholders held on November 15, 2022. Pursuant to the terms of
the Merger Agreement, the business combination was effected on
November 18, 2022, with Tiga Merger Sub II surviving the merger as
a wholly owned subsidiary of Tiga. Prior to the Closing Date, Tiga
changed its jurisdiction of incorporation as an exempted company in
the Cayman Islands to a corporation incorporated under the laws of
the State of Delaware and changed its name to Grindr Inc. The 2020
Plan was assumed by the Registrant on November 18, 2022, pursuant
to the Merger Agreement.
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
participants in the Plans as specified by Rule 428(b)(1) of the
Securities Act. The information
required by Part I of Form S-8 to be contained in the Section 10(a)
prospectus is omitted from this registration statement in
accordance with Rule 428 under the Securities Act or 1933, as
amended (the “Securities Act”). In accordance with the rules and
regulations of the Commission and the instructions to Form 8, such
documents are not being filed with the Securities and Exchange
Commission (the “Commission”) as part of this registration
statement or as prospectuses or prospectus supplements pursuant to
Rule 424 of the Securities Act. These document(s) and the documents
incorporated by reference in the registration statement pursuant to
Item 3 of Part II of this form, 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 in this registration statement:
(a)
the
Registrant’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2021 filed with the Commission on
March 22, 2022;
(b)
the
Registrant’s Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2022, June 30, 2022 and September 30, 2022, filed with
the Commission on
May 16, 2022,
August 10, 2022 and
November 7, 2022, respectively;
(c)
the
Registrant’s Current Reports on Form 8-K filed with the Commission
on
May 9, 2022 (other than Item 7.01, Exhibit 99.1 and Exhibit
99.2),
May 23, 2022 and as amended on Form 8-K/A filed with the
Commission on
May 26, 2022,
September 13, 2022,
November 16, 2022,
November 23, 2022 (other than Item 7.01 and Exhibit
99.1);
(d)
the
Registrant’s Prospectus filed on
February 10, 2023, pursuant to Rule 424(b) under the Securities
Act, relating to the Registration Statement on Form S-1 (File No.
333-268782) (the “Prospectus”), which contains audited financial
statements for the Registrant’s latest fiscal year for which such
statements have been filed; and
(e)
the description of the Registrant’s securities
contained in the Registration Statement on Form 8-A filed with the
Commission on
November 17, 2020, as updated in the section titled
“Description of Securities” beginning on page 140 of the
Prospectus, as well as any additional amendments or reports filed
with the Commission for the purpose of updating the
description.
All reports
and other documents filed by the registrant pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended, other than current reports furnished under Item 2.02
and Item 7.01 of Form 8-K and any exhibits furnished on such form
that relate to such items, after the date of this registration
statement, and prior to the filing of a post-effective amendment
that indicates that all securities offered hereby have been sold or
that deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part of
this registration statement from the date of filing of such reports
and documents. Any statement contained in a document incorporated
or deemed to be incorporated herein by reference shall be deemed to
be modified or superseded for purposes of this registration
statement to the extent that a statement 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
constitute a part of this registration statement, except as so
modified or superseded.
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 145(a)
of the Delaware General Corporation Law (the “DGCL”) provides, in
general, that a corporation may indemnify any person who was or is
a party to or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by
or in the right of the corporation), because he or she is or was a
director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses
(including attorneys’ fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by the person in
connection with such action, suit or proceeding, if he or she 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,
with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.
Section 145(b)
of the DGCL provides, in general, that a corporation may indemnify
any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or
in the right of the corporation to procure a judgment in its favor
because the person is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys’ fees) actually and
reasonably incurred by the person in connection with the defense or
settlement of such action or suit if he or she 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, except that no
indemnification shall be made with respect to any claim, issue or
matter as to which he or she 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, he or she is fairly and reasonably entitled to
indemnity for such expenses that the Court of Chancery or other
adjudicating court shall deem proper.
Section 145(g)
of the DGCL provides, in general, that a corporation may purchase
and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability
asserted against such person and incurred by such person in any
such capacity, or arising out of his or her status as such, whether
or not the corporation would have the power to indemnify the person
against such liability under Section 145 of the DGCL.
Additionally,
our Certificate of Incorporation eliminates our directors’
liability to the fullest extent permitted under the DGCL. The DGCL
provides that directors of a corporation will not be personally
liable for monetary damages for breach of their fiduciary duties as
directors, except for liability:
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for any transaction from which the director derives an
improper personal benefit;
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for any act or omission not in good faith or that involves
intentional misconduct or a knowing violation of law;
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for any unlawful payment of dividends or redemption of shares;
or
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for any breach of a director’s duty of loyalty to the
corporation or its stockholders.
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If the DGCL is
amended to authorize corporate action further eliminating or
limiting the personal liability of directors, then the liability of
the Registrant’s directors will be eliminated or limited to the
fullest extent permitted by the DGCL, as so amended.
In addition,
we have entered into separate indemnification agreements with our
directors and officers. These agreements, among other things,
require us to indemnify our directors and officers for certain
expenses, including attorneys’ fees, judgments, fines, and
settlement amounts incurred by a director or officer in any action
or proceeding arising out of their services as one of its directors
or officers or any other company or enterprise to which the person
provides services at its request..
We maintain a
directors’ and officers’ insurance policy pursuant to which our
directors and officers are insured against liability for actions
taken in their capacities as directors and officers.
Item 7.
Exemption from Registration Claimed.
Not
applicable.
Item 8.
Exhibits.
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Amended and Restated Certificate of Incorporation of Grindr
Inc., dated November 18, 2022 (incorporated by reference to
Exhibit 3.1 to Amendment No. 2 to the Registration Statement on
Form S-1 dated February 8, 2023).
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Amended and Restated Bylaws of Grindr Inc., dated November 18,
2022 (incorporated by reference to Exhibit 3.2 to the Current
Report on Form 8-K filed on November 23, 2022).
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Specimen Common Stock Certificate of Grindr Inc. (incorporated
by reference to Exhibit 4.5 to Amendment No. 3 to the Registration
Statement on Form S-4 filed on October 6, 2022).
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Opinion of Cooley LLP.
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Consent of Ernst & Young LLP, independent registered
public accounting firm.
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23.2*
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Consent of Ernst & Young LLP, independent registered public
accounting firm. |
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Consent of WithumSmith+Brown, PC, independent registered
public accounting firm.
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Consent of Cooley LLP (included in Exhibit 5.1).
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Power of Attorney (contained on the signature page
hereto).
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Grindr Inc.’s 2022 Equity Incentive Plan and forms of award
agreement thereunder (incorporated by reference to Exhibit 10.3 to
the Current Report on Form 8-K filed on November 23, 2022).
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Grindr Group LLC’s Amended and Restated 2020 Equity Incentive
Plan and forms of award agreement thereunder (incorporated by
reference to Exhibit 10.13 to Amendment No. 2 to the Registration
Statement on Form S-1 dated February 8, 2023).
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Filing Fee Table.
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* Filed herewith.
Item 9.
Undertakings.
(a) The
undersigned 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 hereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in this registration statement.;
(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 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 periodic reports
filed with or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the 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
undersigned 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 Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan’s annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934)
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.
(c) 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.
Pursuant to
the requirements of the Securities Act of 1933, 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 City of West
Hollywood, State of California, on February 13, 2023.
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GRINDR INC.
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/s/ Vandana Mehta-Krantz
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Name: Vandana Mehta-Krantz
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Title: Chief Financial Officer
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KNOW ALL
PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints George Arison and Vandana
Mehta-Krantz, and each of them, his or her true and lawful
attorneys-in-fact and agents, each 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 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, as fully for all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that each
of said attorneys-in-fact and agents, or his or her substitute or
substitutes 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.
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Chief Executive Officer and Director
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February 13, 2023
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George Arison
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(Principal Executive
Officer)
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Chief Financial Officer
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February 13, 2023
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Vandana Mehta-Krantz
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(Principal Financial Officer
and Principal Accounting Officer)
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Chief Product Officer
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February 13, 2023
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Austin “AJ” Balance
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Chairperson of the Board
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February 13, 2023
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James Fu Bin Lu
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Director
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February 13, 2023
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G. Raymond Zage, III
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/s/ J. Michael Gearon, Jr.
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Director
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February 13, 2023
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J. Michael Gearon, Jr.
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Director
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February 13, 2023
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Nathan Richardson
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Director
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February 13, 2023
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Daniel Brooks Baer
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Director
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February 13, 2023
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Gary I. Horowitz
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/s/ Meghan Stabler
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Director
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February 13, 2023
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Meghan Stabler
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/s/ Maggie Lower
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Director
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February 13, 2023
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Maggie Lower
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