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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Large accelerated filer
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☐
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Accelerated filer
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☐
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☒
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Smaller reporting company
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Emerging growth company
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PART I. FINANCIAL INFORMATION | Page No. | |
Item 1.
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1
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1
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2
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3
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4
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5
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Item 2.
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14
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Item 3.
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16
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Item 4.
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16
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PART II. OTHER INFORMATION |
16 | |
Item 1. | Legal Proceedings | 16 |
Item 1A. | Risk Factors | 16 |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities | 16 |
Item 3. | Defaults Upon Senior Securities | 17 |
Item 4. | Mine Safety Disclosures | 17 |
Item 5. | Other Information | 17 |
Item 6. | Exhibits | 17 |
SIGNATURES | 18 |
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September 30,
2021
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(unaudited)
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ASSETS
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Current assets: |
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Cash
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$
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Deferred offering costs |
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Total Current Assets |
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Total Assets
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$
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LIABILITIES AND SHAREHOLDERS’ EQUITY
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Current Liabilities:
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Accrued expenses
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$
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Accrued offering costs
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Note payable - Sponsor
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Total Current Liabilities
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Commitments and contingencies (Note 6)
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Shareholders’ Equity:
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Preference shares, $
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Class A ordinary shares, $
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Class B ordinary shares, $
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Additional paid-in capital
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Accumulated deficit
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(
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)
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Total Shareholders’ Equity
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Total Liabilities and Shareholders’ Equity
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$
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(1) |
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(2) |
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For the Three
Months Ended
September 30, 2021
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For the
Period from
March 3, 2021
(Inception)
Through
September 30, 2021
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(unaudited)
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(unaudited)
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Formation and operating costs
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$ |
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$ |
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Net loss
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$
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(
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)
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$
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(
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)
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Weighted average shares outstanding, basic and diluted(1)(2)
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Basic and diluted net loss per ordinary share
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$
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(
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$
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(
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(1) |
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(2) |
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Class B Ordinary Shares
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Additional | Total | ||||||||||||||||||
Shares
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Amount
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Paid-in
Capital
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Accumulated
Deficit
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Shareholders’
Equity
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Balance, March 3, 2021 (inception)
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$
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$
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$
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$
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Issuance of Class B ordinary shares to Sponsor(1)(2)
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Net loss
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—
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(
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)
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(
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Balance, June 30, 2021 (unaudited)
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$
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$
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$
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(
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)
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$
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Net loss
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—
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(
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)
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(
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Balance, September 30, 2021 (unaudited)
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$
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$
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$
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(
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)
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$
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(1) |
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(2) |
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For The Period From
March 3, 2021
(inception) Through
September 30, 2021
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(unaudited)
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Cash flows from operating activities:
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Net loss
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$
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(
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)
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Adjustment to reconcile net loss to net cash used in operating activities:
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Change in accrued expenses
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Net cash used in operating activities
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(
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)
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Cash flows from financing activities:
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Proceeds from Sponsor note
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Payment of offering costs
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(
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)
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Net cash from financing activities
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Net change in cash
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Cash at beginning of period
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Cash at end of period
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$
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Non-cash financing activities:
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Deferred offering costs included in accrued offering costs
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$
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Deferred offering costs paid by related party
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$
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Deferred offering costs paid by related party in exchange for Class B ordinary shares
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$
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• |
Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
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Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for
identical or similar instruments in markets that are not active; and
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Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which
one or more significant inputs or significant value drivers are unobservable.
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in whole and not in part;
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at a price of $
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upon a minimum of
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if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $
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in whole and not in part;
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at a price of $
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upon a minimum of
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if, and only if, the last reported sale price of the Class A ordinary share equals or exceeds $
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if, and only if, the private placement warrants are also concurrently exchanged at the same price (equal to a number of shares of Class A ordinary share) as the outstanding public
warrants, as described above.
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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Item 3. |
Quantitative and Qualitative Disclosures About Market Risk
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Item 4. |
Controls and Procedures
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Item 1. |
Legal Proceedings
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Item 1A. |
Risk Factors.
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Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds
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Item 3. |
Defaults Upon Senior Securities
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Item 4. |
Mine Safety Disclosures
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Item 5. |
Other Information
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Item 6. |
Exhibits.
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Exhibit
Number
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Description
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31.1*
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31.2*
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32.1**
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32.2**
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101.INS*
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Inline XBRL Instance Document
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101.SCH*
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Inline XBRL Taxonomy Extension Schema Document
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101.CAL*
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Inline XBRL Taxonomy Extension Calculation Linkbase
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Document 101.DEF* Inline XBRL Taxonomy Extension Definition
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Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label
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Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension
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Presentation Linkbase Document
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104*
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Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
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* |
Filed herewith.
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** |
Furnished.
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ENPHYS ACQUISITION CORP.
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Date: November 19, 2021
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By:
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/s/ Pär Lindström
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Name: Pär Lindström
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Title: Chief Financial Officer
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