Supporting Materials
Current Round Terms Summary
$575K in Pre-Seed equity raised. $180K convertible loan outstanding, repayable at the closing of a $500K round or higher. The $245K Pre-Seed C at a 28% discount — $7.4M implied valuation — is the active raise, targeting a Q4 2026 close.
Updated September 10, 2026
$245K
Pre-Seed C — Active Raise
$7.4M
Implied valuation (28% discount)
$10.3M
Reference valuation
Q4 2026
Target close
Round Terms
Active Round$245K Pre-Seed C · 28% discount · $7.4M implied valuation
Round InstrumentClass B Preferred Stock
Round Size$245,000 USD
Implied Valuation$7.4M (28% discount to $10.3M reference valuation)
Reference Valuation$10.3M
Target CloseQ4 2026
Prior Raise — Pre-Seed A$260,000 · Nov 2024 · $3.7M valuation
Prior Raise — Pre-Seed B$315,000 · Jul 2025 · $5M valuation
Convertible Loan (Outstanding)$180,000 · Q1 2026 · Payback + options, repayable at closing of a $500K round or higher
Scale Round (Next)$3M–$8M raise · $30M+ valuation · Q4 2027
Key Investor Rights
Information RightsIncluded
Quarterly financial reporting (P&L, cash position, KPIs) and annual statements to all investors holding 1%+ of issued shares.
Pro-Rata ParticipationIncluded
Pre-Seed C investors receive pro-rata rights to participate in future equity rounds at their ownership percentage, subject to standard carve-outs.
Board RepresentationExpansion at close
Current board: 3 seats per the Stockholders Agreement, with one Director designated by each Initial Stockholder and a mutually agreed third Director.
Drag-Along / Tag-AlongStandard
Standard drag-along and tag-along provisions apply per the Stockholders Agreement (Sections 3.03–3.04).
Right of First Refusal (ROFR)Included
The Company, then existing Stockholders, hold ROFR on any secondary share transfers (Section 3.02).
Voting RightsClass A: 2 votes · Class C: 1 vote · Class B/D/E/F: 0 votes
Class A Common Shares (Founders) carry two votes per share with a 50% non-dilution floor. Class C carries one vote per share. Class B, D, E, and F carry no voting rights, per the Amended Certificate of Incorporation.
Liquidation PreferenceNon-participating
Preferred Shares receive their preferential amount before any distribution to Common Voting Shares in a liquidation event, per Article FOURTH of the Amended Certificate of Incorporation.
Dividend RightsNon-cumulative
No cumulative dividends. Discretionary dividends may be declared by the Board from net profits as the platform reaches profitability.
Closing Mechanics & Timeline
Oct 2024
Corporate Structure
VIBEUP Inc. registered as a Delaware C-Corporation. Certificate of Incorporation filed September 27, 2024.
Nov 2024
Pre-Seed A
$260,000 raised at a $3.7M valuation. Amended Certificate of Incorporation effective November 1, 2024, establishing the six-class share structure (10,000,000 shares authorized).
Jul 2025
Pre-Seed B
$315,000 raised at a $5M valuation.
Q1 2026
Convertible Loan
$180,000 convertible loan — repayable with options at the closing of a $500K round or higher.
Q4 2026
Pre-Seed C — Active
$245,000 target at a 28% discount to the $10.3M reference valuation — $7.4M implied valuation. Class B Preferred Stock.
Q4 2027
Scale Round
$3M–$8M raise at $30M+ valuation — institutional scale-up round.
Consistency with Supporting Documents
Financial Model →
Revenue and member projections consistent with the bottom-up model — 2026 through 2030.
Private Room →
Funding pathway, timeline, and reference valuation match the Private Room overview.
Investor Deck →
Full narrative of the Pre-Seed C, use of funds, and return pathways.
Regulatory & Compliance →
Corporate structure and filings referenced in this round terms summary.
General Counsel Note
All round terms, investor rights, and closing mechanics described above are subject to final documentation by General Counsel. The executed subscription agreement and any side letters constitute the definitive legal terms. This summary is for investor reference only and does not constitute a binding offer. Contact hello@vibeup.io with questions on terms or documentation.