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Contract analysis / form-d-amendment-final-closing.docx
form-d-amendment-final-closing.docx
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1. Arjun Mehta — Chief Executive Officer & Co-Founder, Director
1. Arjun Mehta — Chief Executive Officer & Co-Founder, Director Address: 1400 Market Street, Suite 2200, Wilmington, Delaware 19801 Relationship to Issuer: Executive Officer, Director Mr. Mehta has served as the Chief Executive Officer and a member of the Board of Directors of the Issuer since its founding in 2017. Mr. Mehta is a co-founder of the Issuer.
2. Elena Vasquez — Chief Technology Officer & Co-Founder, Director
2. Elena Vasquez — Chief Technology Officer & Co-Founder, Director Address: 1400 Market Street, Suite 2200, Wilmington, Delaware 19801 Relationship to Issuer: Executive Officer, Director Ms. Vasquez has served as the Chief Technology Officer and a member of the Board of Directors of the Issuer since its founding in 2017. Ms. Vasquez is a co-founder of the Issuer.
3. David Lindstrom — Chief Financial Officer
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⚑ Commercial term
3. David Lindstrom — Chief Financial Officer Address: 1400 Market Street, Suite 2200, Wilmington, Delaware 19801 Relationship to Issuer: Executive Officer Mr. Lindstrom has served as the Chief Financial Officer of the Issuer since 2021. Mr. Lindstrom is not a member of the Board of Directors. Promoters: None. No promoters were involved in connection with the organization of the Issuer or in connection with this offer
Section 4(a)(5) of the Securities Act
Section 4(a)(5) of the Securities Act
Section 4(a)(2) of the Securities Act
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⚑ Commercial term
Section 4(a)(2) of the Securities Act The Issuer is relying on Rule 506(b) of Regulation D and Section 4(a)(2) of the Securities Act as the basis for the exemption from registration claimed with respect to the securities offered and sold in this offering. No general solicitation or general advertising (within the meaning of Rule 502(c) of Regulation D) was used by the Issuer or any person acting on its behalf in conn
1. Item 13 — Offering and Sales Amounts:
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⚑ Commercial term
1. Item 13 — Offering and Sales Amounts: (a) Total Offering Amount updated from $45,000,000 to $60,000,000 to reflect the issuance of an additional $15,000,000 in aggregate principal amount of convertible promissory notes at the Final Closing on January 26, 2024. (b) Total Amount Sold updated from $45,000,000 to $60,000,000 to reflect the aggregate principal amount of all convertible promissory notes issued at both t
2. Item 14 — Investors:
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⚑ Commercial term
2. Item 14 — Investors: (a) Total Number of Investors updated from 3 to 4 to reflect the addition of Northstar Innovation Fund II, L.P. as a new purchaser at the Final Closing. (b) Northstar Innovation Fund II, L.P. added as a new purchaser. Northstar Innovation Fund II, L.P. is a Delaware limited partnership with its principal office at 555 California Street, Suite 4100, San Francisco, California 94104. Northstar In
3. Item 15 — Sales Commissions and Finder's Fees Expenses:
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⚑ Commercial term
3. Item 15 — Sales Commissions and Finder's Fees Expenses: (a) Updated to reflect final expense estimates following the completion of the offering, including the addition of escrow fees payable to Granite Trust Company, N.A. in connection with the Final Closing. (b) Total estimated expenses updated to approximately $407,500 plus disbursements and nominal filing fees.
4. All Other Items:
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⚑ Commercial term
4. All Other Items: All other items remain unchanged from the Original Filing. No changes have been made to Item 1 (Issuer's Identity), Item 2 (Principal Place of Business and Contact Information), Item 3 (Related Persons), Item 4 (Industry Group), Item 5 (Issuer Size), Item 6 (Federal Exemptions and Exclusions Claimed), Item 7 (Type of Filing) (except to reflect this filing as an amendment), Item 8 (Duration of Offe