Form 8-K

8-K — La Rosa Holdings Corp.

Accession: 0001213900-26-045629

Filed: 2026-04-20

Period: 2026-04-16

CIK: 0001879403

SIC: 6531 (REAL ESTATE AGENTS & MANAGERS (FOR OTHERS))

Item: Material Modifications to Rights of Security Holders

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0286556-8k_larosa.htm (Primary)

EX-3.1 — CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED ARTICLES OF INCORPORATION OF LA ROSA HOLDINGS CORP., FILED ON APRIL 16, 2026 (ea028655601ex3-1.htm)

EX-99.1 — PRESS RELEASE OF THE COMPANY ISSUED ON APRIL 16, 2026 (ea028655601ex99-1.htm)

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8-K — CURRENT REPORT

8-K (Primary)

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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):

April 16, 2026

LA ROSA HOLDINGS CORP.

(Exact name of registrant as specified in its charter)

Nevada

001-41588

87-1641189

(State or other jurisdiction

(Commission File Number)

(IRS Employer

of incorporation)

Identification No.)

1420 Celebration Blvd., 2nd Floor

Celebration, Florida

34747

(Address of principal executive offices)

(Zip Code)

(321) 250-1799

(Registrant’s telephone number, including

area code)

N/A

(Former name or former address, if changed since

last report.)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General

Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value

LRHC

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 3.03 Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K,

the information contained in Item 5.03 of this Current Report on Form 8-K (this “Current Report”) is incorporated herein by

reference.

Item 5.03 Amendment to Articles

of Incorporation or Bylaws; Change in Fiscal Year.

On April 16, 2026, La Rosa Holdings Corp., a Nevada

corporation (the “Company”), filed a Certificate of Amendment to the Company’s Amended and Restated Articles

of Incorporation, as amended (the “Certificate of Amendment”), with the Secretary of State of Nevada to effect an 1-for-10 reverse

stock split of the shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”),

issued and outstanding, effective as of 12:01 a.m. (New York time) on April 20, 2026, (the “Reverse Stock Split”).

As previously reported by the Company, on November 12, 2025, the Company’s stockholders holding majority of the voting power by

a written consent (the “Stockholders Approval”) approved the amendment to the Company’s Amended and Restated

Articles of Incorporation, as amended (the “Articles of Incorporation”), to effect a reverse stock split of

the Company’s Common Stock at a ratio in the range of 1-for-5 to 1-for-100, with such ratio to be determined by the Company’s

board of directors (the “Board”). Such resolution of the stockholders became effective on December 25, 2025, or twenty

(20) days after the Company filed with the Securities and Exchange Commission (the “SEC”) and mailed to its stockholders

respective Information Statement on Schedule 14C on or approximately December 4, 2025. Following the Stockholders Approval, the Board

determined to effect the Reverse Stock Split at a ratio of 1-for-10 and approved the corresponding final form of the Certificate

of Amendment.

As a result of the Reverse Stock Split, every

ten (10) shares of issued and outstanding Common Stock were automatically combined into one (1) issued and outstanding share of Common

Stock. No fractional shares were issued as a result of the Reverse Stock Split, fractional entitlements were rounded up to the next whole

number. The Reverse Stock Split reduced the number of shares of Common Stock outstanding from approximately 10.5 million shares to approximately

1.05 million shares. The number of authorized shares of Common Stock under the Company’s Articles of Incorporation remained unchanged

at 2 billion 50 million (2,050,000,000) shares and the par value of the Common Stock remained $0.0001 per share.

The Common Stock began trading on a reverse

stock split-adjusted basis on The Nasdaq Capital Market on April 20, 2026. The trading symbol for the Common Stock remained “LRHC.”

The new CUSIP number for the Common Stock following the Reverse Stock Split is 50172T400.

Proportionate adjustments were also made to the

per share exercise price and the number of shares of Common Stock that may be purchased upon exercise of outstanding stock options granted

by the Company, and the number of shares of Common Stock reserved for future issuance under the Company’s equity incentive plans.

The Company adjusted the number of shares available for issuance upon the exercise of outstanding warrants to issue Common Stock as well

as the exercise price to reflect the effects of the Reverse Stock Split. The Company also adjusted the number of shares issuable upon

conversion of outstanding restricted stock units to reflect the effects of the Reverse Stock Split.

The information set forth herein is qualified

in its entirety by reference to the complete text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current

Report and is incorporated by reference herein.

Item 7.01 Regulation FD Disclosure.

On April 16, 2026, the Company issued a press

release announcing the Reverse Stock Split. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein

by reference.

In accordance with General Instruction B.2 of

Form 8-K, the information in this Item 7.01 of this Current Report, including Exhibit 99.1, shall not be deemed “filed” for

the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to

the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities

Act of 1933, as amended, except as shall be expressly set forth by reference in such a filing. Furthermore, the furnishing of information

under Item 7.01 of this Current Report is not intended to constitute a determination by the Company that the information contained herein,

including the exhibits hereto, is material or that the dissemination of such information is required by Regulation FD.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

3.1

Certificate of Amendment to Amended and Restated Articles of Incorporation of La Rosa Holdings Corp., filed on April 16, 2026

99.1

Press release of the Company issued on April 16, 2026

104

Cover Page Interactive Data File (embedded with the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 20, 2026

LA ROSA HOLDINGS CORP.

By:

/s/ Joseph La Rosa

Name:

Joseph La Rosa

Title:

Chief Executive Officer

EX-3.1 — CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED ARTICLES OF INCORPORATION OF LA ROSA HOLDINGS CORP., FILED ON APRIL 16, 2026

EX-3.1

Filename: ea028655601ex3-1.htm · Sequence: 2

Exhibit

3.1

Work Order Item Number: Filing Number: Filing Type: Filing Date/Time: Filing Page(s): W2026041600092 - 5164445 20265674326 Amendment After Issuance of Stock 04/16/2026 06:43:06 AM 4 OFFICE OF THE SECRETARY OF STATE Business Entity - Filing Acknowledgement 04/16/2026 Indexed Entity Information: Entity ID: E15365242021 - 1 Entity Status: Active Entity Name: La Rosa Holdings Corp. Expiration Date: None Commercial Registered Agent VCORP SERVICES, LLC 701 S. CARSON STREET, SUITE 200, Carson City, NV 89701, USA FRANCISCO V. AGUILAR Secretary of State STATE OF NEVADA C. MURPHY HEBERT Chief Deputy Secretary of State DEANNA L. REYNOLDS Deputy Secretary for Commercial Recordings The attached document(s) were filed with the Nevada Secretary of State, Commercial Recording Division. The filing date and time have been affixed to each document, indicating the date and time of filing. A filing number is also affixed and can be used to reference this document in the future. Respectfully, FRANCISCO V. AGUILAR Secretary of State Page 1 of 1 Commercial Recording 401 N. Carson Street Carson City, NV 89701 1 State of Nevada Way Las Vegas, NV 89119

Name of entity as on file with the Nevada Secretary of State : La Rosa Holdings Corp. Entity or Nevada Business Identification Number (NVID) : NV20212136586 1. Entity information Certificate to Accompany Restated Articles or Amended and Restated Articles Restated Articles - No amendments; articles are restated only and are signed by an officer of the corporation who has been authorized to execute the certificate by resolution of the board of directors adopted on: The certificate correctly sets forth the text of the articles or certificate as amended to the date of the certificate. Amended and Restated Articles * Restated or Amended and Restated Articles must be included with this filing type. 2. Restated or Amended and Restated Articles (Select one): (If amending and restating only, complete section 1, 2 and 6.) Certificate of Amendment to Articles of Incorporation (Pursuant to NRS 78.380 - Before Issuance of Stock) The undersigned declare that they constitute at least two - thirds of the following: (Check only one box) incorporators board of directors The undersigned affirmatively declare that to the date of this certificate, no stock of the corporation has been issued 3. Type of amendment filing being completed: (Select only one box): (If amending, complete section 1,3,5 and 6.) Certificate of Amendment to Articles of Incorporation (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock) The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is: 95.65% Or No action by stockholders are required Officer"s Statement (foreign qualified entities only) - Name in home state, if using a modified name in Nevada: Jurisdiction of formation: Changes to takes the following effect: The entity name has been amended. Dissolution The purpose of the entity has been amended. Merger The authorized shares have been amended. Conversion Other: (specify changes) * Officer's Statement must be submitted with either a certified copy of or a certificate evidencing the filing of any document, amendatory or otherwise, relating to the original articles in the place of the corporations creation. FRANCISCO V. AGUILAR Secretary of State 401 North Carson Street Carson City, Nevada 89701 - 4201 (775) 684 - 5708 Website: www.nvsos.gov www.nvsilverflume.gov Profit Corporation: Certificate of Amendment (PURSUANT TO NRS 78.380 & 78.385/78.390) Certificate to Accompany Restated Articles or Amended and Restated Articles (PURSUANT TO NRS 78.403) Officer's Statement (PURSUANT TO NRS 80.030) TYPE OR PRINT - USE DARK INK ONLY - DO NOT HIGHLIGHT Business Number E15365242021 - 1 Filed in the Office of Secretary of State State Of Nevada Filing Number 20265674326 Filed On 04/16/2026 06:43:06 AM Number of Pages 4 This form must be accompanied by appropriate fees. page 1 of 3

Other Articles: Article 3 is amended by adding the Section 3.09 (see attached Exhibit A) ShareTypeName SharesValue SharesQuantity ShareType ShareName Date: 04/20/2026 Time: 12:01 AM (must not be later than 90 days after the certificate is filed) 4. Effective date and Time: (Optional) Changes to takes the following effect: The entity name has been amended. The registered agent has been changed. (attach Certificate of Acceptance from new registered agent) The purpose of the entity has been amended. The authorized shares have been amended. The directors, managers or general partners have been amended. IRS tax language has been added. Articles have been added . Articles have been deleted Other . The articles have been amended as follows : (provide article numbers, if available) (attach additional page(s) if necessary) 5. Information Being Changed: (Domestic corporations only) X Joseph La Rosa Officer Signature of Officer, Incorporator or Authorized Signer Title *If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof. 6. Signature: (Required) Please include any required or optional information in space below: (attach additional page(s) if necessary) FRANCISCO V. AGUILAR Secretary of State 401 North Carson Street Carson City, Nevada 89701 - 4201 (775) 684 - 5708 Website: www.nvsos.gov www.nvsilverflume.gov Profit Corporation: Certificate of Amendment (PURSUANT TO NRS 78.380 & 78.385/78.390) Certificate to Accompany Restated Articles or Amended and Restated Articles (PURSUANT TO NRS 78.403) Officer's Statement (PURSUANT TO NRS 80.030) This form must be accompanied by appropriate fees. page 2 of 3

FRANCISCO V. AGUILAR Secretary of State 401 North Carson Street Carson City, Nevada 89701 - 4201 (775) 684 - 5708 Website: www.nvsos.gov www.nvsilverflume.gov This form must be accompanied by appropriate fees. page 3 of 3

La Rosa EXHIBIT A CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED ARTICLES OF INCORPORATION OF LA ROSA HOLDINGS CORP. La Rosa Holdings Corp., a corporation organized and existing in the State of Nevada (the “Company”), hereby certifies as follows: 1. Article 3 of the Amended and Restated Articles of Incorporation of the Company, as amended, shall be amended by adding the following Section 3.09: “ 3 . 09 . April 2026 Reverse Stock Split . Effective as of 12 : 01 a . m . , Eastern Time, on April 20 , 2026 (the “April 2026 Split Effective Time”), every 10 shares of Common Stock issued and outstanding or held by the Company as treasury shares as of the April 2026 Split Effective Time shall automatically, and without action on the part of the Company or the stockholders, be combined and converted into one ( 1 ) validly issued, fully paid and non - assessable share of Common Stock, without increasing or decreasing the par value of each share of Common Stock (the “April 2026 Reverse Split”) . No fractional shares of Common Stock shall be issued as a result of the April 2026 Reverse Split and shall be rounded up to a whole share . The April 2026 Reverse Split shall occur whether or not the certificates representing such shares of Common Stock are surrendered to the Company or its transfer agent . Each certificate or book entry position that immediately prior to the April 2026 Split Effective Time represented shares of Common Stock shall thereafter represent the number of shares of Common Stock into which the shares of Common Stock represented by such certificate or book entry position has been combined, subject to the elimination of fractional interests set forth above . The April 2026 Reverse Stock Split shall not have effect on the preferred stock of the Company, as well as on the authorized number or par value of the capital stock of the Company . ” 2. Except as set forth in this Certificate of Amendment, the Amended and Restated Articles of Incorporation of the Company, as amended, shall remain in full force and effect. 3. This Certificate of Amendment has been approved and duly adopted by the Company’s Board of Directors and stockholders. 4. This Certificate of Amendment shall become effective at 12:01 a.m., Eastern Time, on April 20, 2026. IN WITNESS WHEREOF, said Company has caused this certificate to be signed on April 16 , 2026 . By: Name: Joseph Title: Chief Executive Officer Business Number E15365242021 - 1 Filed in the Office of Secretary of State State Of Nevada Filing Number 20265674326 Filed On 04/16/2026 06:43:06 AM Number of Pages 4

EX-99.1 — PRESS RELEASE OF THE COMPANY ISSUED ON APRIL 16, 2026

EX-99.1

Filename: ea028655601ex99-1.htm · Sequence: 3

Exhibit 99.1

La Rosa Holdings Announces 1-for-10 Reverse

Stock Split

Celebration, FL – April 16, 2026

– La Rosa Holdings Corp. (NASDAQ: LRHC) (“La Rosa” or the “Company”),

a real estate and PropTech enterprise, today announced that it will effect a 1-for-10 reverse split (“reverse stock split”)

of its shares of common stock that will become effective on April 20, 2026 at 12:01 a.m. (Eastern Time).

La Rosa’s common stock will continue to

trade on Nasdaq under the symbol “LRHC” and will begin trading on a split-adjusted basis when the market opens on April 20,

2026. The new CUSIP number for the common stock following the reverse stock split will be 50172T400. At the effective time of the reverse

stock split, every 10 shares of the Company's issued and outstanding common stock will be automatically reclassified and combined into

1 share of common stock. The reverse stock split will reduce the number of outstanding shares of common stock from approximately 5.8 million

shares to approximately 583 thousand shares, without giving effect to rounding. The reverse stock split will also apply to Company’s

common stock issuable upon exercise of the Company’s outstanding stock options and warrants. No fractional shares will be issued;

instead, any fractional entitlements will be rounded up to the next highest whole number at the participant level.

As of the date of this release, the Company has

not received a deficiency notice from Nasdaq regarding its minimum bid price requirement. Instead, the Company is taking proactive corporate

action to ensure compliance before any notice is issued. By acting early, La Rosa intends to demonstrate its commitment to maintaining

its Nasdaq listing.

About La Rosa Holdings Corp.

La Rosa Holdings Corp. (Nasdaq: LRHC) intends

to transform the real estate industry by providing agents with flexible compensation options, including a revenue-sharing model or a fee-based

structure with 100% commission. Powered by its proprietary technology platform, La Rosa aims to equip agents and franchisees with the

tools they need to deliver exceptional service.

The Company offers both residential and commercial

real estate brokerage services, as well as technology-driven products and support for its agents and franchise partners. Its business

model includes internal services for agents and external offerings for the public, spanning real estate brokerage, franchising, education

and coaching, and property management.

La Rosa operates 24 corporate-owned brokerage

offices across Florida, California, Texas, Georgia, and Puerto Rico. La Rosa also started its expansion into Europe, beginning with Spain.

Additionally, the Company has five franchised offices and branches and three affiliated brokerage locations in the U.S. and Puerto Rico.

The Company also operates a full-service escrow settlement and title company in Florida.

For more information, please visit: https://www.larosaholdings.com.

Stay connected with La Rosa, sign up for news

alerts here: larosaholdings.com/email-alerts.

Forward-Looking Statements

This press release contains forward-looking

statements regarding the Company’s current expectations that are subject to various risks and uncertainties. Such statements include

statements regarding the Company’s ability to grow its business and other statements that are not historical facts, including statements

which may be accompanied by the words “intends,” “may,” “will,” “plans,” “expects,”

“anticipates,” “projects,” “predicts,” “estimates,” “aims,” “believes,”

“hopes,” “potential” or similar words. These statements are not guarantees of future performance and

are subject to certain risks, uncertainties and assumptions that are difficult to predict. Actual results could differ materially from

those described in these forward-looking statements due to certain factors, including without limitation, the Company’s ability

to achieve profitable operations, customer acceptance of new services, the demand for the Company’s services and the Company’s

customers' economic condition, the impact of competitive services and pricing, general economic conditions, the successful integration

of the Company’s past and future acquired brokerages, the effect of the recent National Association of Realtors' landmark settlement

on our business operations, and other risk factors detailed in the Company's filings with the United States Securities and Exchange Commission

(the "SEC”). You are urged to carefully review and consider any cautionary statements and other disclosures, including the

statements made under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31,

2024, and other reports and documents that we file from time to time with the SEC. Forward-looking statements contained in this press

release are made only as of the date of this press release, and La Rosa does not undertake any responsibility to update any forward-looking

statements in this release, except as may be required by applicable law. References and links to websites have been provided as a convenience,

and the information contained on such websites has not been incorporated by reference into this press release.

For more information, contact: info@larosaholdings.com

Investor Relations Contact:

Crescendo Communications, LLC

David Waldman/Natalya Rudman

Tel: (212) 671-1020

Email: LRHC@crescendo-ir.com

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Local phone number for entity.

+ References

No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Exchange Act

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- Definition

Title of a 12(b) registered security.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Number 240

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- Definition

Name of the Exchange on which a security is registered.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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Trading symbol of an instrument as listed on an exchange.

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No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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