Supporting Materials · Appendix W
Debt & Instruments Summary
Complete summary of all outstanding debt, convertible notes, SAFEs, warrants, and related instruments as of March 24, 2026. Prepared by General Counsel Pat Veilleux. Reconciles to Historical Financials (Appendix B), Financial Model (Appendix C), Use of Funds (Appendix K), Cap Table (Appendix U), and Round Terms (Appendix V).
Confidential: Executed Bridge Financing and Option Agreements (one per investor, both dated January 25, 2026) are held in the Debt & Instruments subfolder of the secure data room. Contact pat@vibeup.io under NDA.
None. This Note is a debt obligation only and does not include any warrants, options, or equity conversion features.
Effective Date: November 19, 2025. Restricted Period: 180 days (no demand allowed until May 17, 2026). Prepayment allowed at any time without penalty. Currency: Canadian Dollars (CAD $71,086). Governing Law: Delaware. Ranking: Direct, unconditional, unsecured, unsubordinated obligation ranking equally with all other unsecured debt. Base case: cash repayment with accrued interest. Reconciles to Q1 2026 cash flow statement in Historical Financials (Appendix B).
NO CONVERSION. These are bridge loans, NOT convertible notes. Each lender receives separate stock options: 300,000 shares of Class B Preferred Stock at $0.37/share. Options vest 100% upon repayment of the bridge loan. Options expire 3 years from vesting. Non-voting when issued. Exercise is cash only. Joinder to Stockholders Agreement required.
Dated January 25, 2026. Both investors are Canadian accredited investors. Offshore Regulation S offering (non-U.S. persons). $50K from Marc, $50K from Alexandre = $100K total bridge. Each bridge carries 300,000 option shares at $0.37 strike (600,000 total options outstanding). Pro rata repayment if Equity Financing proceeds insufficient. Reconciles to Q1 2026 cash flow statement in Historical Financials (Appendix B).
Additional Instruments: — (placeholder — add any additional debt or convertible instruments here as they arise. Each should include all fields above and a corresponding PDF in the data room subfolder.)
No Structured Debt Beyond Bridge Note
As of March 24, 2026, VIBEUP INC. has two outstanding debt instruments: (1) a Restricted Demand Promissory Note (~$50K USD) held by Nicholas Courchesne and Nancy Racine, dated November 19, 2025, non-convertible with no equity features, and (2) two Bridge Loans with Stock Options ($50K each from Marc Dussault and Alexandre Froes Couto, $100K total), received January 2026, each with 300,000 Class B Preferred Stock options at $0.37/share (600,000 total warrants). The Company has no senior secured debt, subordinated debt, SAFEs (Convertible), or related-party loans beyond these instruments.
VIBEUP INC. has no senior secured debt, bank loans, credit facilities, or term loans outstanding as of March 24, 2026.
No subordinated notes, mezzanine debt, or PIK instruments outstanding.
No Simple Agreements for Future Equity (SAFEs) have been issued. The Proof Round is structured as Common B equity, not a SAFE.
No warrants currently outstanding. — (placeholder — update if warrants are issued in connection with any financing.)
No equipment financing or capital lease obligations. All software tools and infrastructure are expensed as operating costs.
No loans or payables to founders, officers, or related parties beyond standard compensation arrangements.
Pre-revenue entity as of March 24, 2026. No deferred revenue or customer advance obligations.
Counsel Confirmation: The above no-debt declarations have been reviewed by General Counsel Pat Veilleux as of March 24, 2026. This section will be updated promptly if any new instruments are issued. Contact pat@vibeup.io with questions.
The bridge note is the only debt instrument and appears across several supporting documents. The table below confirms how it is treated in each and that all figures are consistent.
Bridge loans receipt ($100K total: $50K Marc, $50K Alexandre) reflected in Q1 2026 financing cash flow. Promissory Note receipt (~$50K USD) reflected in Q4 2025 financing cash flow. Bridge repayment: $120K at Equity Financing close. Promissory: Principal + 8% accrued interest upon demand post-May 2026.
Bridge repayment of $120K deducted from Proof Round gross proceeds as priority use of funds. Promissory Note principal + 8% interest reflected as demand obligation post-May 2026. 600K warrants at $0.37 strike noted as potential dilution (not in base cap table, vests upon bridge repayment).
$120K bridge repayment is priority #1 in capital deployment before any operational spend. ~$50K promissory note proceeds included in total capital raised. Repayment timing: bridge at Equity Financing close, promissory upon demand (post-May 17).
Bridge loans NOT convertible — structured as debt with warrant kickers. 600K options (300K per investor) vest upon repayment, convertible pro forma reflected in cap table. Promissory Note: non-convertible debt, no equity impact, pure cash obligation.
Bridge loan repayment ($120K) is closing condition and priority use of proceeds. Promissory Note separate from Proof Round — independent non-convertible debt obligation with 180-day restricted demand period (expires May 17, 2026).
The bridge loans from Marc Dussault and Alexandre Froes Couto are NOT convertible notes. They are pure debt instruments with separate stock option grants (warrants). Each $50K bridge is paired with 300,000 Class B Preferred Stock options at $0.37/share. Options vest 100% upon repayment of the bridge loan and expire 3 years from vesting. No conversion mechanics — repayment is always cash ($60K per investor = $120K total). Options are non-voting and require Joinder to Stockholders Agreement for exercise.
Confidential · March 24, 2026 · VIBEUP INC. · Prepared by General Counsel Pat Veilleux · For accredited investors only · Updated at each material financing event · Executed instrument PDFs in the Debt & Instruments subfolder of the data room under NDA
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