Howey Test and Cryptocurrencies: 'Every ICO Is a Security'
What Is the Howey Test?
To determine whether a transaction qualifies as a "investment contract" and thus qualifies as a security, the Howey Test refers to the U.S. Supreme Court cass: the Securities Act of 1933 and the Securities Exchange Act of 1934. According to the Howey Test, an investment contract exists when "money is invested in a common enterprise with a reasonable expectation of profits from others' efforts."
The test applies to any contract, scheme, or transaction. The Howey Test helps investors and project backers understand blockchain and digital currency projects. ICOs and certain cryptocurrencies may be found to be "investment contracts" under the test.
Understanding the Howey Test
The Howey Test comes from the 1946 Supreme Court case SEC v. W.J. Howey Co. The Howey Company sold citrus groves to Florida buyers who leased them back to Howey. The company would maintain the groves and sell the fruit for the owners. Both parties benefited. Most buyers had no farming experience and were not required to farm the land.
The SEC intervened because Howey failed to register the transactions. The court ruled that the leaseback agreements were investment contracts.
This established four criteria for determining an investment contract. Investing contract:
- An investment of money
- n a common enterprise
- With the expectation of profit
- To be derived from the efforts of others
In the case of Howey, the buyers saw the transactions as valuable because others provided the labor and expertise. An income stream was obtained by only investing capital. As a result of the Howey Test, the transaction had to be registered with the SEC.
Howey Test and Cryptocurrencies
Bitcoin is notoriously difficult to categorize. Decentralized, they evade regulation in many ways. Regardless, the SEC is looking into digital assets and determining when their sale qualifies as an investment contract.
The SEC claims that selling digital assets meets the "investment of money" test because fiat money or other digital assets are being exchanged. Like the "common enterprise" test.
Whether a digital asset qualifies as an investment contract depends on whether there is a "expectation of profit from others' efforts."
For example, buyers of digital assets may be relying on others' efforts if they expect the project's backers to build and maintain the digital network, rather than a dispersed community of unaffiliated users. Also, if the project's backers create scarcity by burning tokens, the test is met. Another way the "efforts of others" test is met is if the project's backers continue to act in a managerial role.
These are just a few examples given by the SEC. If a project's success is dependent on ongoing support from backers, the buyer of the digital asset is likely relying on "others' efforts."
Special Considerations
If the SEC determines a cryptocurrency token is a security, many issues arise. It means the SEC can decide whether a token can be sold to US investors and forces the project to register.
In 2017, the SEC ruled that selling DAO tokens for Ether violated federal securities laws. Instead of enforcing securities laws, the SEC issued a warning to the cryptocurrency industry.
Due to the Howey Test, most ICOs today are likely inaccessible to US investors. After a year of ICOs, then-SEC Chair Jay Clayton declared them all securities.
SEC Chairman Gensler Agrees With Predecessor: 'Every ICO Is a Security'
Howey Test FAQs
How Do You Determine If Something Is a Security?
The Howey Test determines whether certain transactions are "investment contracts." Securities are transactions that qualify as "investment contracts" under the Securities Act of 1933 and the Securities Exchange Act of 1934.
The Howey Test looks for a "investment of money in a common enterprise with a reasonable expectation of profits from others' efforts." If so, the Securities Act of 1933 and the Securities Exchange Act of 1934 require disclosure and registration.
Why Is Bitcoin Not a Security?
Former SEC Chair Jay Clayton clarified in June 2018 that bitcoin is not a security: "Cryptocurrencies: Replace the dollar, euro, and yen with bitcoin. That type of currency is not a security," said Clayton.
Bitcoin, which has never sought public funding to develop its technology, fails the SEC's Howey Test. However, according to Clayton, ICO tokens are securities.
A Security Defined by the SEC
In the public and private markets, securities are fungible and tradeable financial instruments. The SEC regulates public securities sales.
The Supreme Court defined a security offering in SEC v. W.J. Howey Co. In its judgment, the court defines a security using four criteria:
- An investment contract's existence
- The formation of a common enterprise
- The issuer's profit promise
- Third-party promotion of the offering
Read original post.
More on Web3 & Crypto

Chris
2 years ago
What the World's Most Intelligent Investor Recently Said About Crypto
Cryptoshit. This thing is crazy to buy.
Charlie Munger is revered and powerful in finance.
Munger, vice chairman of Berkshire Hathaway, is noted for his wit, no-nonsense attitude to investment, and ability to spot promising firms and markets.
Munger's crypto views have upset some despite his reputation as a straight shooter.
“There’s only one correct answer for intelligent people, just totally avoid all the people that are promoting it.” — Charlie Munger
The Munger Interview on CNBC (4:48 secs)
This Monday, CNBC co-anchor Rebecca Quick interviewed Munger and brought up his 2007 statement, "I'm not allowed to have an opinion on this subject until I can present the arguments against my viewpoint better than the folks who are supporting it."
Great investing and life advice!
If you can't explain the opposing reasons, you're not informed enough to have an opinion.
In today's world, it's important to grasp both sides of a debate before supporting one.
Rebecca inquired:
Does your Wall Street Journal article on banning cryptocurrency apply? If so, would you like to present the counterarguments?
Mungers reply:
I don't see any viable counterarguments. I think my opponents are idiots, hence there is no sensible argument against my position.
Consider his words.
Do you believe Munger has studied both sides?
He said, "I assume my opponents are idiots, thus there is no sensible argument against my position."
This is worrisome, especially from a guy who once encouraged studying both sides before forming an opinion.
Munger said:
National currencies have benefitted humanity more than almost anything else.
Hang on, I think we located the perpetrator.
Munger thinks crypto will replace currencies.
False.
I doubt he studied cryptocurrencies because the name is deceptive.
He misread a headline as a Dollar destroyer.
Cryptocurrencies are speculations.
Like Tesla, Amazon, Apple, Google, Microsoft, etc.
Crypto won't replace dollars.
In the interview with CNBC, Munger continued:
“I’m not proud of my country for allowing this crap, what I call the cryptoshit. It’s worthless, it’s no good, it’s crazy, it’ll do nothing but harm, it’s anti-social to allow it.” — Charlie Munger
Not entirely inaccurate.
Daily cryptos are established solely to pump and dump regular investors.
Let's get into Munger's crypto aversion.
Rat poison is bitcoin.
Munger famously dubbed Bitcoin rat poison and a speculative bubble that would implode.
Partially.
But the bubble broke. Since 2021, the market has fallen.
Scam currencies and NFTs are being eliminated, which I like.
Whoa.
Why does Munger doubt crypto?
Mungers thinks cryptocurrencies has no intrinsic value.
He worries about crypto fraud and money laundering.
Both are valid issues.
Yet grouping crypto is intellectually dishonest.
Ethereum, Bitcoin, Solana, Chainlink, Flow, and Dogecoin have different purposes and values (not saying they’re all good investments).
Fraudsters who hurt innocents will be punished.
Therefore, complaining is useless.
Why not stop it? Repair rather than complain.
Regrettably, individuals today don't offer solutions.
Blind Areas for Mungers
As with everyone, Mungers' bitcoin views may be impacted by his biases and experiences.
OK.
But Munger has always advocated classic value investing and may be wary of investing in an asset outside his expertise.
Mungers' banking and insurance investments may influence his bitcoin views.
Could a coworker or acquaintance have told him crypto is bad and goes against traditional finance?
Right?
Takeaways
Do you respect Charlie Mungers?
Yes and no, like any investor or individual.
To understand Mungers' bitcoin beliefs, you must be critical.
Mungers is a successful investor, but his views about bitcoin should be considered alongside other viewpoints.
Munger’s success as an investor has made him an influencer in the space.
Influence gives power.
He controls people's thoughts.
Munger's ok. He will always be heard.
I'll do so cautiously.

Tim Denning
2 years ago
The Dogecoin millionaire mysteriously disappeared.
The American who bought a meme cryptocurrency.
Cryptocurrency is the financial underground.
I love it. But there’s one thing I hate: scams. Over the last few years the Dogecoin cryptocurrency saw massive gains.
Glauber Contessoto overreacted. He shared his rags-to-riches cryptocurrency with the media.
He's only wealthy on paper. No longer Dogecoin millionaire.
Here's what he's doing now. It'll make you rethink cryptocurrency investing.
Strange beginnings
Glauber once had a $36,000-a-year job.
He grew up poor and wanted to make his mother proud. Tesla was his first investment. He bought GameStop stock after Reddit boosted it.
He bought whatever was hot.
He was a young investor. Memes, not research, influenced his decisions.
Elon Musk (aka Papa Elon) began tweeting about Dogecoin.
Doge is a 2013 cryptocurrency. One founder is Australian. He insists it's funny.
He was shocked anyone bought it LOL.
Doge is a Shiba Inu-themed meme. Now whenever I see a Shiba Inu, I think of Doge.
Elon helped drive up the price of Doge by talking about it in 2020 and 2021 (don't take investment advice from Elon; he's joking and gaslighting you).
Glauber caved. He invested everything in Doge. He borrowed from family and friends. He maxed out his credit card to buy more Doge. Yuck.
Internet dubbed him a genius. Slumdog millionaire and The Dogefather were nicknames. Elon pumped Doge on social media.
Good times.
From $180,000 to $1,000,000+
TikTok skyrocketed Doge's price.
Reddit fueled up. Influencers recommended buying Doge because of its popularity. Glauber's motto:
Scared money doesn't earn.
Glauber was no broke ass anymore.
His $180,000 Dogecoin investment became $1M. He championed investing. He quit his dumb job like a rebellious millennial.
A puppy dog meme captivated the internet.
Rise and fall
Whenever I invest in anything I ask myself “what utility does this have?”
Dogecoin is useless.
You buy it for the cute puppy face and hope others will too, driving up the price. All cryptocurrencies fell in 2021's second half.
Central banks raised interest rates, and inflation became a pain.
Dogecoin fell more than others. 90% decline.
Glauber’s Dogecoin is now worth $323K. Still no sales. His dog god is unshakeable. Confidence rocks. Dogecoin millionaire recently said...
“I should have sold some.”
Yes, sir.
He now avoids speculative cryptocurrencies like Dogecoin and focuses on Bitcoin and Ethereum.
I've long said this. Starbucks is building on Ethereum.
It's useful. Useful. Developers use Ethereum daily. Investing makes you wiser over time, like the Dogecoin millionaire.
When risk b*tch slaps you, humility follows, as it did for me when I lost money.
You have to lose money to make money. Few understand.
Dogecoin's omissions
You might be thinking Dogecoin is crap.
I'll take a contrarian stance. Dogecoin does nothing, but it has a strong community. Dogecoin dominates internet memes.
It's silly.
Not quite. The message of crypto that many people forget is that it’s a change in business model.
Businesses create products and services, then advertise to find customers. Crypto Web3 works backwards. A company builds a fanbase but sells them nothing.
Once the community reaches MVC (minimum viable community), a business can be formed.
Community members are relational versus transactional. They're invested in a cause and care about it (typically ownership in the business via crypto).
In this new world, Dogecoin has the most important feature.
Summary
While Dogecoin does have a community I still dislike it.
It's all shady. Anything Elon Musk recommends is a bad investment (except SpaceX & Tesla are great companies).
Dogecoin Millionaire has wised up and isn't YOLOing into more dog memes.
Don't follow the crowd or the hype. Investing is a long-term sport based on fundamentals and research.
Since Ethereum's inception, I've spent 10,000 hours researching.
Dogecoin will be the foundation of something new, like Pets.com at the start of the dot-com revolution. But I doubt Doge will boom.
Be safe!
Isobel Asher Hamilton
3 years ago
$181 million in bitcoin buried in a dump. $11 million to get them back
James Howells lost 8,000 bitcoins. He has $11 million to get them back.
His life altered when he threw out an iPhone-sized hard drive.
Howells, from the city of Newport in southern Wales, had two identical laptop hard drives squirreled away in a drawer in 2013. One was blank; the other had 8,000 bitcoins, currently worth around $181 million.
He wanted to toss out the blank one, but the drive containing the Bitcoin went to the dump.
He's determined to reclaim his 2009 stash.
Howells, 36, wants to arrange a high-tech treasure hunt for bitcoins. He can't enter the landfill.
Newport's city council has rebuffed Howells' requests to dig for his hard drive for almost a decade, stating it would be expensive and environmentally destructive.
I got an early look at his $11 million idea to search 110,000 tons of trash. He expects submitting it to the council would convince it to let him recover the hard disk.
110,000 tons of trash, 1 hard drive
Finding a hard disk among heaps of trash may seem Herculean.
Former IT worker Howells claims it's possible with human sorters, robot dogs, and an AI-powered computer taught to find hard drives on a conveyor belt.
His idea has two versions, depending on how much of the landfill he can search.
His most elaborate solution would take three years and cost $11 million to sort 100,000 metric tons of waste. Scaled-down version costs $6 million and takes 18 months.
He's created a team of eight professionals in AI-powered sorting, landfill excavation, garbage management, and data extraction, including one who recovered Columbia's black box data.
The specialists and their companies would be paid a bonus if they successfully recovered the bitcoin stash.
Howells: "We're trying to commercialize this project."
Howells claimed rubbish would be dug up by machines and sorted near the landfill.
Human pickers and a Max-AI machine would sort it. The machine resembles a scanner on a conveyor belt.
Remi Le Grand of Max-AI told us it will train AI to recognize Howells-like hard drives. A robot arm would select candidates.
Howells has added security charges to his scheme because he fears people would steal the hard drive.
He's budgeted for 24-hour CCTV cameras and two robotic "Spot" canines from Boston Dynamics that would patrol at night and look for his hard drive by day.
Howells said his crew met in May at the Celtic Manor Resort outside Newport for a pitch rehearsal.
Richard Hammond's narrative swings from banal to epic.
Richard Hammond filmed the meeting and created a YouTube documentary on Howells.
Hammond said of Howells' squad, "They're committed and believe in him and the idea."
Hammond: "It goes from banal to gigantic." "If I were in his position, I wouldn't have the strength to answer the door."
Howells said trash would be cleaned and repurposed after excavation. Reburying the rest.
"We won't pollute," he declared. "We aim to make everything better."
After the project is finished, he hopes to develop a solar or wind farm on the dump site. The council is unlikely to accept his vision soon.
A council representative told us, "Mr. Howells can't convince us of anything." "His suggestions constitute a significant ecological danger, which we can't tolerate and are forbidden by our permit."
Will the recovered hard drive work?
The "platter" is a glass or metal disc that holds the hard drive's data. Howells estimates 80% to 90% of the data will be recoverable if the platter isn't damaged.
Phil Bridge, a data-recovery expert who consulted Howells, confirmed these numbers.
If the platter is broken, Bridge adds, data recovery is unlikely.
Bridge says he was intrigued by the proposal. "It's an intriguing case," he added. Helping him get it back and proving everyone incorrect would be a great success story.
Who'd pay?
Swiss and German venture investors Hanspeter Jaberg and Karl Wendeborn told us they would fund the project if Howells received council permission.
Jaberg: "It's a needle in a haystack and a high-risk investment."
Howells said he had no contract with potential backers but had discussed the proposal in Zoom meetings. "Until Newport City Council gives me something in writing, I can't commit," he added.
Suppose he finds the bitcoins.
Howells said he would keep 30% of the data, worth $54 million, if he could retrieve it.
A third would go to the recovery team, 30% to investors, and the remainder to local purposes, including gifting £50 ($61) in bitcoin to each of Newport's 150,000 citizens.
Howells said he opted to spend extra money on "professional firms" to help convince the council.
What if the council doesn't approve?
If Howells can't win the council's support, he'll sue, claiming its actions constitute a "illegal embargo" on the hard drive. "I've avoided that path because I didn't want to cause complications," he stated. I wanted to cooperate with Newport's council.
Howells never met with the council face-to-face. He mentioned he had a 20-minute Zoom meeting in May 2021 but thought his new business strategy would help.
He met with Jessica Morden on June 24. Morden's office confirmed meeting.
After telling the council about his proposal, he can only wait. "I've never been happier," he said. This is our most professional operation, with the best employees.
The "crypto proponent" buys bitcoin every month and sells it for cash.
Howells tries not to think about what he'd do with his part of the money if the hard disk is found functional. "Otherwise, you'll go mad," he added.
This post is a summary. Read the full article here.
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Nicolas Tresegnie
3 years ago
Launching 10 SaaS applications in 100 days
Apocodes helps entrepreneurs create SaaS products without writing code. This post introduces micro-SaaS and outlines its basic strategy.
Strategy
Vision and strategy differ when starting a startup.
The company's long-term future state is outlined in the vision. It establishes the overarching objectives the organization aims to achieve while also justifying its existence. The company's future is outlined in the vision.
The strategy consists of a collection of short- to mid-term objectives, the accomplishment of which will move the business closer to its vision. The company gets there through its strategy.
The vision should be stable, but the strategy must be adjusted based on customer input, market conditions, or previous experiments.
Begin modestly and aim high.
Be truthful. It's impossible to automate SaaS product creation from scratch. It's like climbing Everest without running a 5K. Physical rules don't prohibit it, but it would be suicide.
Apocodes 5K equivalent? Two options:
(A) Create a feature that includes every setting option conceivable. then query potential clients “Would you choose us to build your SaaS solution if we offered 99 additional features of the same caliber?” After that, decide which major feature to implement next.
(B) Build a few straightforward features with just one or two configuration options. Then query potential clients “Will this suffice to make your product?” What's missing if not? Finally, tweak the final result a bit before starting over.
(A) is an all-or-nothing approach. It's like training your left arm to climb Mount Everest. My right foot is next.
(B) is a better method because it's iterative and provides value to customers throughout.
Focus on a small market sector, meet its needs, and expand gradually. Micro-SaaS is Apocode's first market.
What is micro-SaaS.
Micro-SaaS enterprises have these characteristics:
A limited range: They address a specific problem with a small number of features.
A small group of one to five individuals.
Low external funding: The majority of micro-SaaS companies have Total Addressable Markets (TAM) under $100 million. Investors find them unattractive as a result. As a result, the majority of micro-SaaS companies are self-funded or bootstrapped.
Low competition: Because they solve problems that larger firms would rather not spend time on, micro-SaaS enterprises have little rivalry.
Low upkeep: Because of their simplicity, they require little care.
Huge profitability: Because providing more clients incurs such a small incremental cost, high profit margins are possible.
Micro-SaaS enterprises created with no-code are Apocode's ideal first market niche.
We'll create our own micro-SaaS solutions to better understand their needs. Although not required, we believe this will improve community discussions.
The challenge
In 100 days (September 12–December 20, 2022), we plan to build 10 micro-SaaS enterprises using Apocode.
They will be:
Self-serve: Customers will be able to use the entire product experience without our manual assistance.
Real: They'll deal with actual issues. They won't be isolated proofs of concept because we'll keep up with them after the challenge.
Both free and paid options: including a free plan and a free trial period. Although financial success would be a good result, the challenge's stated objective is not financial success.
This will let us design Apocodes features, showcase them, and talk to customers.
(Edit: The first micro-SaaS was launched!)
Follow along
If you want to follow the story of Apocode or our progress in this challenge, you can subscribe here.
If you are interested in using Apocode, sign up here.
If you want to provide feedback, discuss the idea further or get involved, email me at nicolas.tresegnie@gmail.com

Will Lockett
3 years ago
Thanks to a recent development, solar energy may prove to be the best energy source.
Perovskite solar cells will revolutionize everything.
Humanity is in a climatic Armageddon. Our widespread ecological crimes of the previous century are catching up with us, and planet-scale karma threatens everyone. We must adjust to new technologies and lifestyles to avoid this fate. Even solar power, a renewable energy source, has climate problems. A recent discovery could boost solar power's eco-friendliness and affordability. Perovskite solar cells are amazing.
Perovskite is a silicon-like semiconductor. Semiconductors are used to make computer chips, LEDs, camera sensors, and solar cells. Silicon makes sturdy and long-lasting solar cells, thus it's used in most modern solar panels.
Perovskite solar cells are far better. First, they're easy to make at room temperature, unlike silicon cells, which require long, intricate baking processes. This makes perovskite cells cheaper to make and reduces their carbon footprint. Perovskite cells are efficient. Most silicon panel solar farms are 18% efficient, meaning 18% of solar radiation energy is transformed into electricity. Perovskite cells are 25% efficient, making them 38% more efficient than silicon.
However, perovskite cells are nowhere near as durable. A normal silicon panel will lose efficiency after 20 years. The first perovskite cells were ineffective since they lasted barely minutes.
Recent research from Princeton shows that perovskite cells can endure 30 years. The cells kept their efficiency, therefore no sacrifices were made.
No electrical or chemical engineer here, thus I can't explain how they did it. But strangely, the team said longevity isn't the big deal. In the next years, perovskite panels will become longer-lasting. How do you test a panel if you only have a month or two? This breakthrough technique needs a uniform method to estimate perovskite life expectancy fast. The study's key milestone was establishing a standard procedure.
Lab-based advanced aging tests are their solution. Perovskite cells decay faster at higher temperatures, so scientists can extrapolate from that. The test heated the panel to 110 degrees and waited for its output to reduce by 20%. Their panel lasted 2,100 hours (87.5 days) before a 20% decline.
They did some math to extrapolate this data and figure out how long the panel would have lasted in different climates, and were shocked to find it would last 30 years in Princeton. This made perovskite panels as durable as silicon panels. This panel could theoretically be sold today.
This technology will soon allow these brilliant panels to be released into the wild. This technology could be commercially viable in ten, maybe five years.
Solar power will be the best once it does. Solar power is cheap and low-carbon. Perovskite is the cheapest renewable energy source if we switch to it. Solar panel manufacturing's carbon footprint will also drop.
Perovskites' impact goes beyond cost and carbon. Silicon panels require harmful mining and contain toxic elements (cadmium). Perovskite panels don't require intense mining or horrible materials, making their production and expiration more eco-friendly.
Solar power destroys habitat. Massive solar farms could reduce biodiversity and disrupt local ecology by destroying vital habitats. Perovskite cells are more efficient, so they can shrink a solar farm while maintaining energy output. This reduces land requirements, making perovskite solar power cheaper, and could reduce solar's environmental impact.
Perovskite solar power is scalable and environmentally friendly. Princeton scientists will speed up the development and rollout of this energy.
Why bother with fusion, fast reactors, SMRs, or traditional nuclear power? We're close to developing a nearly perfect environmentally friendly power source, and we have the tools and systems to do so quickly. It's also affordable, so we can adopt it quickly and let the developing world use it to grow. Even I struggle to justify spending billions on fusion when a great, cheap technology outperforms it. Perovskite's eco-credentials and cost advantages could save the world and power humanity's future.

Trevor Stark
3 years ago
Peter Thiels's Multi-Billion Dollar Net Worth's Unknown Philosopher
Peter Thiel studied philosophy as an undergraduate.
Peter Thiel has $7.36 billion.
Peter is a world-ranked chess player, has a legal degree, and has written profitable novels.
In 1999, he co-founded PayPal with Max Levchin, which merged with X.com.
Peter Thiel made $55 million after selling the company to eBay for $1.5 billion in 2002.
You may be wondering…
How did Peter turn $55 million into his now multi-billion dollar net worth?
One amazing investment?
Facebook.
Thiel was Facebook's first external investor. He bought 10% of the company for $500,000 in 2004.
This investment returned 159% annually, 200x in 8 years.
By 2012, Thiel sold almost all his Facebook shares, becoming a billionaire.
What was the investment thesis of Peter?
This investment appeared ridiculous. Facebook was an innovative startup.
Thiel's $500,000 contribution transformed Facebook.
Harvard students have access to Facebook's 8 features and 1 photo per profile.
How did Peter determine that this would be a wise investment, then?
Facebook is a mimetic desire machine.
Social media's popularity is odd. Why peek at strangers' images on a computer?
Peter Thiel studied under French thinker Rene Girard at Stanford.
Mimetic Desire explains social media's success.
Mimetic Desire is the idea that humans desire things simply because other people do.
If nobody wanted it, would you?
Would you desire a family, a luxury car, or expensive clothes if no one else did? Girard says no.
People we admire affect our aspirations because we're social animals. Every person has a role model.
Our nonreligious culture implies role models are increasingly other humans, not God.
The idea explains why social media influencers are so powerful.
Why would Andrew Tate or Kim Kardashian matter if people weren't mimetic?
Humanity is fundamentally motivated by social comparison.
Facebook takes advantage of this need for social comparison, and puts it on a global scale.
It aggregates photographs and updates from millions of individuals.
Facebook mobile allows 24/7 social comparison.
Thiel studied mimetic desire with Girard and realized Facebook exploits the urge for social comparison to gain money.
Social media is more significant and influential than ever, despite Facebook's decline.
Thiel and Girard show that applied philosophy (particularly in business) can be immensely profitable.
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