Supporting Materials · Appendix X
Complete chronological record of all capital events from incorporation through March 24, 2026. Reconciles to the Cap Table (Appendix U), Debt & Instruments (Appendix W), Round Terms (Appendix V), and Historical Financials (Appendix B). Definitive agreements linked in the data room subfolder.
Confidential: Definitive agreements for each event are held in the Prior Rounds & Capital History subfolder of the secure data room. Contact pat@vibeup.io under NDA.
Capital Events — Chronological
Class A carries double voting rights for Luke Jensen only. 47% founding stake. Vesting schedules apply per individual grant agreements. IP assignment agreements executed at formation. Delaware C-Corp — no par value.
Establishes founding equity pool. See Appendix U (Cap Table) — Founders section.
Class C Founding Shares issued to all co-founding team members. Standard vesting schedule: 50% quarterly over 3 years + 50% upon company milestones (applies to Jonathan, Pat, Oracle Studios, George, and Erin). Ed & QINVST grants pending final approval. All grants under the Equity Incentive Plan approved by the Board.
Co-founding team equity. See Appendix U (Cap Table) — Class C Founding Shares section.
First external equity round. Class B Preferred Stock with standard voting rights. 12% fully diluted ownership. No board seats. Reconciles to corporate legal documents maintained by General Counsel Pat Veilleux.
1,200,000 shares issued. See Appendix U (Cap Table) — Pre-Seed Investors section.
Restricted Demand Promissory Note dated November 19, 2025. 180-day Restricted Period (no demand allowed until May 17, 2026). Upon demand, payable within 15 days. Interest: 8% per annum simple, non-compounding. Governing Law: Delaware. Unsecured, unconditional, unsubordinated obligation. Repayment: ~$50K USD principal + accrued 8% interest (base case: cash). Prepayment allowed at any time without penalty. Non-convertible — no equity kickers, no warrants, no options.
No equity impact — pure debt obligation. Principal (~$50K USD / CAD $71,086 equivalent) outstanding. Accruing interest at 8% per annum (simple). No conversion rights, no dilution.
$120K due at Equity Financing close ($50K principal + $10K fee per investor). NOT convertible — pure debt with attached warrant kickers. Each investor receives 300K options at $0.37/share. Options vest 100% upon bridge repayment, expire 3 years from vesting. Non-voting when issued. Exercise is cash only. Joinder to Stockholders Agreement required. Unsecured, unsubordinated to equity, subordinate to secured indebtedness. No covenants.
Bridge loans tracked as debt (no equity dilution until options vest/exercise). 600K warrants reflected in pro forma cap table pending repayment. Options vest upon bridge repayment and are non-voting. Exercise would create additional Common B shares on a fully diluted basis.
1× non-participating liquidation preference. Pro-rata rights for future rounds. No board changes at close. Information rights for 1%+ holders. Board remains: Luke Jensen (CEO), Jonathan Ofori-Amoah (CPO), Pat Veilleux (GC). Bridge note ($120K) repaid at close in base case. See Appendix V (Round Terms) for full summary.
~533,981 new shares. Pre-money: $10.3M. Post-money: ~$10.85M. See Appendix U (Cap Table) — Pro Forma tab.
Planned Future Rounds (Not Yet Open)
| Round | Target Amount | Timing | Instrument | Trigger |
|---|---|---|---|---|
| Scale Round | $3M–$8M | Q3 2026 (post PMF proof) | Preferred or Common equity (TBD) | Proven unit economics post June 2026 revenue launch. 50K+ active members. |
| Series A | $50M | 2027 | Preferred equity (standard terms) | $50M valuation milestone. 1M+ active members. Category leadership trajectory. |
| Series B | $1.5B | ~2029 | Preferred equity | $1.5B valuation target. International expansion (UK, AUS, EU). Marketplace + fintech layer live. |
| Series C | $15B | Dec 2030 | Preferred equity | Category dominance globally. 10M+ active members. Path to profitability. |
Confidential · March 24, 2026 · VIBEUP INC. · Maintained by General Counsel Pat Veilleux · For accredited investors only · Updated at each material financing event
← Back to Data Room