Certificate of Incorporation
On fileOriginal certificate filed with the State of Delaware at formation.
View document PDF →Supporting Materials · Appendix P
Corporate Formation & Charter Documents
Complete corporate record for VIBEUP INC. — a Delaware C-Corporation. All formation documents, board consents, good standing certificates, and equity plan materials.
Cover Note — Corporate Record. VIBEUP INC. is incorporated as a Delaware C-Corporation. The documents in this section comprise the full corporate formation record from inception through September 2026. All documents are held by General Counsel Owen McGrann and available for review under NDA. Originals are filed with the State of Delaware and maintained in the corporate data room.
Confidential: Actual PDF documents are held in the secure data room and shared under NDA only. Contact luke@vibeup.io or hello@vibeup.io to request access.
Certificate of Incorporation
Certificate of Amendment
On fileAny amendments to authorized shares, corporate name, or structure post-formation.
View document PDF →Bylaws & Operating Agreement
Corporate Bylaws
On fileGoverns internal management, board structure, meeting procedures, and officer roles.
View document PDF →Stockholders' Agreement
On fileCovers stockholder rights, transfer restrictions, tag-along/drag-along, and ROFR provisions.
View document PDF →Good Standing & Qualifications
Certificate of Good Standing — Delaware
On fileConfirms the corporation is in good standing with the State of Delaware. Certificate issued April 7, 2026.
Foreign Qualification Certificates
Not ApplicableFiled in any state where VIBEUP operates offices or employs staff. None currently required.
Incorporator & Board Consents
Incorporator Action in Lieu of Meeting
Not Yet ApplicableRatifies formation, appoints initial directors and officers.
Initial Board of Directors Consent
Not Yet ApplicableApproves bylaws, officer appointments, banking resolutions, and equity plan adoption.
Board Resolutions — Ongoing
Not Yet ApplicableWritten consents for material actions: financing, IP assignments, employment agreements, and cap table changes.
Equity, Stock, Service, and Investor Agreements
Restricted Stock Purchase Agreements & Service Agreements
On fileLuke Jensen (58.10%) — Class A Founding Shares (double vote, 50% non-dilution floor). Applicable vesting and repurchase provisions apply. Class C Shares: Andreas Demou (15%), George Georgiou (5%), Jonathan Ofori-Amoah (3%). All subject to applicable vesting schedules. Template used for all team restricted stock agreements. Includes vesting schedule, transfer restrictions, and repurchase provisions. All team members have signed the Services Agreement template (effective June 1, 2025), governing scope of services, IP assignment, confidentiality, and compensation terms.
409A Valuation
To be obtained at Scale Round closeIndependent 409A valuation to establish fair market value for future option grants.
Investor Subscription Agreements
On fileAll investment agreements and loan documentation for the company, including 2 financing rounds and 2 debt instruments. Full records maintained by General Counsel.
View document PDF →Confidential · September 2026 · For accredited investors only · Documents held by General Counsel Owen McGrann · NDA required for full access