Complete chronological record of all capital events from incorporation through September 10, 2026. Reconciles to the Cap Table, Debt & Instruments, Round Terms, and Historical Financials. Definitive agreements linked in the data room subfolder.
6
Capital events to date
$725K
Total capital raised (cash + equity)
$575K
Pre-Seed equity (2 investors)
$50K
Promissory Note (Nov 2025)
$100K
Convertible loans (Jan 2026)
$255K
Pre-Seed C (active)
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
1
CAP-001 · November 2024
Incorporation & Founder Equity
Class A Founding Shares
Complete
Amount / Value
—
Issued for services, IP, and founding contributions (non-cash)
Lead / Key Investors
Luke Jensen (47% - 4,700,000 shares)
Valuation
— (pre-money at incorporation)
Cap / Discount
Cap: N/A · Discount: N/A
Shares Issued
4,700,000 Class A Founding Shares
Price Per Share
Nominal (founding equity)
Notable Terms
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.
Cap Table Impact
Establishes founding equity pool. See Cap Table — Founders section.
Source documents: Certificate of Incorporation, Board Consent, Founder RSAs in data room
2
CAP-002 · November 2024 – December 2025
Co-Founding Team Equity (Class C Founding Shares)
Class C Founding Shares
Complete
Amount / Value
— (non-cash)
Issued for services, IP, and founding contributions
Lead / Key Investors
Jonathan Ofori-Amoah (6%), Pat Veilleux (5.1%), Oracle Studios/Andreas & Mike Demou (15%), George Georgiou (8%), Erin Schirack (3%), Ed (2.5% pending), QINVST (1% pending)
Valuation
— (internal / pre-market)
Cap / Discount
Cap: N/A · Discount: N/A
Shares Issued
4,060,000 Class C Founding Shares
Price Per Share
Nominal (founding equity)
Notable Terms
Class C Founding Shares issued to all co-founding team members. Standard vesting schedule: 50% quarterly over 3 years + 50% upon company milestones. Ed & QINVST grants pending final approval. All grants under the Equity Incentive Plan approved by the Board.
Cap Table Impact
Co-founding team equity. See Cap Table — Class C Founding Shares section.
Source documents: Class C share agreements, individual grant agreements in data room
3
CAP-003 · November 2024 – July 2025
Pre-Seed Equity Rounds (A + B)
Class B Preferred Stock
Complete
Amount / Value
$575,000
$255K Pre-Seed A (Nov 2024, $3.7M val) + $315K Pre-Seed B (Jul 2025, $5M val)
Lead / Key Investors
2 Pre-Seed Investors (Alex + Marc)
Valuation
$3.7M → $5M (across two rounds)
Cap / Discount
Cap: N/A · Discount: N/A
Shares Issued
1,200,000 Class B Preferred Shares
Price Per Share
Avg ~$0.48 (two rounds at different valuations)
Notable Terms
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.
Cap Table Impact
1,200,000 shares issued. See Cap Table — Pre-Seed Investors section.
Source documents: Share purchase agreements, stock certificates in data room
Restricted Demand Promissory Note dated November 19, 2025. 180-day Restricted Period expired May 17, 2026 — now demandable. 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. Prepayment allowed at any time without penalty. Non-convertible — no equity kickers, no warrants, no options.
Cap Table Impact
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.
Source documents: Executed Promissory Note (2 pages) in Debt & Instruments subfolder / data room
5
CAP-005 · January 2026
Convertible Loans with Stock Options (Warrants)
Convertible Loan + Stock Options Agreement
Current — due at Scale Round close
Amount / Value
$100,000
Cash received January 2026 ($50K from Marc Dussault, $50K from Alexandre Froes Couto)
Lead / Key Investors
Marc Dussault & Alexandre Froes Couto (both Canadian accredited investors)
Valuation
Convertible: fixed $60K repayment per investor ($120K total). Options: 300K shares per investor at $0.37/share strike.
Cap / Discount
Cap: N/A — not a convertible note · Discount: N/A — not a convertible note
Shares Issued
No shares currently issued. 600K Class B Preferred Stock options outstanding (300K per investor), vesting 100% upon convertible repayment.
Price Per Share
$0.37/share (option strike price)
Notable Terms
$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 convertible 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.
Cap Table Impact
Convertible loans tracked as debt (no equity dilution until options vest/exercise). 600K warrants reflected in pro forma cap table pending repayment. Options vest upon convertible repayment and are non-voting.
Source documents: Executed Convertible Financing and Option Agreements (one per investor, both dated January 25, 2026) in Debt & Instruments subfolder / data room
6
CAP-006 · Q4 2026 (Active)
Pre-Seed C — Class B Preferred Stock
Class B Preferred Stock
Active — open
Amount / Value
$255,000 (target)
Rolling closes at 28% discount to $10.3M reference valuation.
~344,595 Class B Preferred Shares (at $0.74/share)
Price Per Share
$0.74 (28% discount to $1.03 reference)
Notable Terms
Pre-Seed C structured as Class B Preferred Stock at a 28% discount to the $10.3M reference valuation — $7.4M implied pre-money. Non-participating liquidation preference. No voting rights (Class B). Pro-rata participation rights in future rounds. Provides runway through Q1 2027 public launch and triggers Scale Round ($3M–$8M) at Q4 2027. See Round Terms page for full summary.
Cap Table Impact
~344,595 new Class B Preferred shares issued at $0.74/share. Post-money: $7.65M. ~3.3% dilution to existing holders. See Cap Table Pro Forma view.
Source documents: Subscription agreements in Round Terms subfolder / data room
$50M valuation milestone. 1M+ active members. Category leadership trajectory.
Series B
$1.5B
~2030
Preferred equity
$1.5B valuation target. International expansion (UK, AUS, EU). Marketplace + fintech layer live.
Series C
$15B
Dec 2031
Preferred equity
Category dominance globally. 10M+ active members. Path to profitability.
Confidential · September 10, 2026 · VIBEUP INC. · Maintained by General Counsel Pat Veilleux · For accredited investors only · Updated at each material financing event
