Convertible Notes and Company Warrants | Note 6 — Convertible Notes and Company Warrants The following summarizes the Company's Convertible Notes and Company Warrants by investor as of March 31, 2024: Convertible Notes Company Warrants (1) Investor Principal Accrued but Uncapitalized Interest Combined Principal and Accrued but Uncapitalized Interest Fair Value Number of Warrants Outstanding Fair Value JMCM Holdings LLC $ 9,917,870 $ 198,357 $ 10,116,228 $ 8,834,362 5,684,354 $ 2,216,898 SherpaVentures Fund II, LP (2) 5,247,131 104,943 5,352,074 4,673,892 2,212,768 862,980 MH Orbit, LLC 4,016,000 80,320 4,096,320 3,581,936 1,732,673 675,742 RBH Ventures Astra SPV, LLC 2,999,000 45,445 3,044,445 2,657,927 1,295,607 505,287 Astera Institute 5,000,000 41,667 5,041,667 4,397,557 2,165,842 844,678 ERAS Capital, LLC 1,000,000 8,000 1,008,000 880,374 433,168 168,936 Ulrich Gall 200,000 1,533 201,533 176,017 - - Founders: Chris C. Kemp, Trustee of the Chris Kemp Living Trust dated February 10, 2021 (2) 2,196,667 42,683 2,239,350 1,955,605 866,337 337,871 Adam London (2) 1,173,333 22,217 1,195,550 1,052,939 433,168 168,936 Total Convertible Notes and Warrants $ 31,750,001 $ 545,165 $ 32,295,167 $ 28,210,609 14,823,917 $ 5,781,328 (1) Includes the warrants issued on August 4, 2023 (the “Original Warrants”), which are exercisable to purchase 1,500,000 shares of Class A Common Stock; JMCM Holdings LLC is the only holder of the Original Warrants. (2) Investor is a related party. SherpaVentures Fund II, LP (“ACME II) is an affiliate of Scott Stanford, a director of the Company. Chris C. Kemp, trustee of the Chris Kemp Living Trust dated February 10, 2021 (the “Kemp Trust”), is the Company Chairman and Chief Executive Officer (“CEO”). Adam London is the Chief Technology Officer (“CTO”) and a director of the Company. The following summarizes the Company's Convertible Notes and Company Warrants by investor as of December 31, 2023: Convertible Notes Company Warrants (1) Investor Principal Accrued but Uncapitalized Interest Combined Principal and Accrued but Uncapitalized Interest Fair Value Number of Warrants Outstanding Fair Value JMCM Holdings LLC $ 9,691,730 $ 129,223 $ 9,820,953 $ 34,548,016 5,684,354 $ 11,459,489 SherpaVentures Funds II, LP (2) 5,127,490 68,367 5,195,856 18,277,913 2,212,768 4,469,926 Founders: - Chris Kemp (2) 2,000,000 26,667 2,026,667 7,129,381 866,337 1,750,053 Adam London (2) 1,000,000 13,333 1,013,333 3,564,690 433,168 875,026 Total Convertible Notes and Warrants $ 17,819,219 $ 237,590 $ 18,056,809 $ 63,520,000 9,196,627 $ 18,554,494 (1) Includes the warrants issued on August 4, 2023, which are exercisable to purchase 1,500,000 shares of Class A Common Stock; JMCM Holdings LLC is the only holder of the Original Warrants. (2) Investor is a related party. SherpaVentures Fund II, LP is an affiliate of Scott Stanford, a director of the Company. Chris C. Kemp is the Company Chairman and CEO. Adam London is the CTO and a director of the Company. Subsequent Financings During the first quarter of 2024, the Company received additional inve stments of $ 14.2 m illion through the sale and issuance of Convertible Notes and Company Warrants as follows: Allocation of Proceeds to Fair Value Investor Date Principal Number of Warrants Issued Total Proceeds Received Convertible Notes Warrants Issuance Costs MH Orbit LLC January 19, 2024 $ 4,000,000 1,732,673 $ 4,216,584 3,540,842 $ 675,742 $ 116,127 RBH Ventures Astra SPV LLC (1) January 19, 2024 2,991,000 1,295,607 3,152,951 2,634,708 518,243 77,330 Astera Institute March 6, 2024 5,000,000 2,165,842 5,270,730 4,404,393 866,337 100,974 ERAS Capital, LLC March 7, 2024 1,000,000 433,168 1,054,146 880,879 173,267 20,195 Urich Gall March 8, 2024 200,000 - 200,000 200,000 - 3,831 Founders: Chris C. Kemp, Trustee of the Chris Kemp Living Trust dated February 10, 2021 (2) February 26, 2024 150,000 - 150,000 150,000 - 12,500 Adam London (2) February 26, 2024 150,000 - 150,000 150,000 - 12,500 Total Convertible Notes and Warrants $ 13,491,000 5,627,290 $ 14,194,411 $ 11,960,822 $ 2,233,589 $ 343,457 (1) Includes an additional investment made by RBH Ventures on March 15, 2024 of $ 991,000 in Convertible Notes and Company Warrants to purchase 429,270 shares of the Company's Class A Common Stock for cash consideration of $ 0.1 million. Net proceeds from these Subsequent Financings, after deducting offering expenses, were approximately $ 990,000 . (2) The CEO and CTO made additional investments in Convertible Notes of $ 150,000 each on February 26, 2024. No Company Warrants were issued with to the CEO or CTO with this additional investment. See Note 15 — Subsequent Events for information on additional sales of Convertible Notes and Company Warrants occurring after March 31, 2024. Material Amendments to Subsequent Financing Agreement and Convertible Notes On November 21, 2023, the Company entered into an Omnibus Amendment No. 3 Agreement, dated as of November 21, 2023, which agreement, subject to amendments occurring after such date, sets forth the terms and conditions upon which the Company may offer for sale and issue Convertible Notes and Company Warrants (the “Subsequent Financing Agreement”). During the three months ended March 31, 2024, the Company and the holders of the Convertible Notes and Company Warrants amended or modified the Subsequent Financing Agreement and the Convertible Notes on January 19, 2024 (the “January 19 Amendment”), January 31, 2024 (the “January 31 Amendment”) and February 26, 2024 (the “February Amendment”). The January 19 Amendment extended the date by which a Subsequent Closing (as defined the Subsequent Financing Agreement) may occur without the consent of a majority-in-interest of the Convertible Notes from January 20, 2024, to February 19, 2024, which date was further extended by the February Amendment to April 30, 2024. The January 31 Amendment extended the first amortization payment under the Convertible Notes, which was originally due on February 1, 2024, to May 1, 2024. The February Amendment also increased the maximum amount of the Aggregate Stated Principal Amount (as defined in the Subsequent Financing Agreement) of the Convertible Notes from $ 25.0 million to $ 35.0 million, which amount was subsequently increased to $ 50.0 million pursuant to the April Amendment. See Note 15 – Subsequent Events for information about additional amendments to the Subsequent Financing Agreement and Convertible Notes occurring after March 31, 2024. Fair Value of Company Warrants and Convertible Notes Company Warrants As of March 31, 2024, the Company had 14,823,917 Company Warrants issued and outstanding which are included in Warrants to purchase common stock on the consolidated balance sheets at fair value of $ 5.8 million. This does not include an immaterial number of warrants issued to ShareIntel-Shareholder Intelligence Services LLC (the “ShareIntel Warrants”). The Company has determined the Company Warrants are liability classified financial instruments and are required to be measured at fair value at issuance and subsequently at each reporting date, with changes in fair value included in earnings of the period. The Company determined the fair value of the Company Warrants issued during the three months ended March 31, 2024 and of all Company Warrants outstanding as of March 31, 2024 based on an option pricing model ("OPM") considering the warrant exchange agreement between the Parent and holders of Company Warrants and the expected capital structure of the Parent following consummation of the Merger The following is a summary of the assumptions used to determine the OPM fair value of the Company Warrants at each date of issuance and for all Company Warrants outstanding as of March 31, 2024: January 19, March 6, (1) (2) March 31, Expected terms (years) 3.45 3.32 3.25 Expected volatility 75.00 % 80.00 % 75.00 % Risk-free interest rate 4.07 % 4.20 % 4.28 % Expected dividend rate — — — Value per share $ 0.39 $ 0.40 $ 0.39 Exercise price $ 0.40 $ 0.40 $ 0.40 Implied Negotiation Discount 32.20 % 31.50 % 31.50 % (1) The Subsequent Financings that occurred on March 7, 2024, March 8, 2024 and March 15, 2024 applied the same fair value model and assumptions as those used for Subsequent Financing that occurred on March 6, 2024. (2) Subsequent Financings that occurred on February 26, 2024 and March 8, 2024 did not include the purchase of Company Warrants. The expected term is based on expectations with regard to an exit strategy such as an IPO or liquidation event of the Parent. The risk free rate was based on the rate of treasury securities with the same term as the option. The expected volatility was based on guideline company indications. As of December 31, 2023, the Company had 9,196,627 of Company Warrants issued and outstanding with a fair value of $ 18.5 million. The Company utilized the Black-Scholes Option Pricing model to determine the fair value of the Company Warrants outstanding at that date. The following is a summary of the assumptions applied to determine the Black-Scholes fair value of the outstanding Company Warrants as of December 31, 2023: December 31, Expected terms (years) 4.6 Expected volatility 109.8 % Risk-free interest rate 3.84 % Expected dividend rate — Value per share $ 2.28 Exercise price $ 0.81 Convertible Notes During the three months ended March 31, 2024, the Company issued $ 14.2 million principal amount of Convertible Notes and as of March 31, 2024, had a total of $ 31.8 million Convertible Notes principal with an aggregate fair value of $ 28.2 million. The Company has elected the fair value option for accounting for all of its Convertible Notes. The fair values of the Convertible Notes issued during the three months ended March 31, 2024 were determined as the residual value of the total proceeds received less the fair value of the Company Warrants issued concurrently with the Convertible Notes. The fair value of the Convertible Notes as of March 31, 2024, was determined by the total merger consideration derived from the total principal, paid-in-kind interest and accrued interest through the assumed date of merger, less an assumed negotiated discount derived from the Convertible Notes issuances during the three months ended March 31, 2024. As of December 31, 2023, the Company had $ 17.8 million principal amount of Convertible Notes outstanding. The Company utilized the Monte Carlo Simulation Model to determine the fair value of the Convertible Notes outstanding as of December 31, 2023. The following is a summary of the assumptions applied in determining the fair value of the Convertible Notes as of December 31, 2023: December 31, Risk-free interest rate 4.21 % Risk adjusted interest rate (for discount payment) 71.0 % Value per share $ 2.28 Volatility 35.50 % |