The founding cap table, pre-seed unit structure, team-pool allocation, vesting schedules, and benchmark matrix, rendered sheet by sheet. The written rationale for every figure is document 08.1, the Capital Structure Memorandum.
| 4ORM Finance, Capital Structure | ||||||||||
| Founding · Post Pre-Seed · Fully Diluted (warrants exercised) · Post Seed projection | ||||||||||
| Holder | Share Class | Vote Mult. | Founding Shares | Founding % | Post-PS Shares | Post-PS % | FD Shares (Warrants Ex.) | FD % | Post-Seed % (no refresh) | Post-Seed % (15% pool refresh) |
| Chad R. Johnston | Class A | 10 | 11,800,000 | 59% | 11,800,000 | 51.3% | 11,800,000 | 49.68% | 46.17% | 45.15% |
| Sam Mraiheen | Class B | 5 | 2,000,000 | 10% | 2,000,000 | 8.7% | 2,000,000 | 8.42% | 7.83% | 7.65% |
| Kevin Wong | Class B | 5 | 2,000,000 | 10% | 2,000,000 | 8.7% | 2,000,000 | 8.42% | 7.83% | 7.65% |
| Bruce (Founding Advisor) | Class C | 1 | 600,000 | 3% | 600,000 | 2.61% | 600,000 | 2.53% | 2.35% | 2.3% |
| Don (Founding Angel) | Class C | 1 | 200,000 | 1% | 200,000 | 0.87% | 200,000 | 0.84% | 0.78% | 0.77% |
| Team Pool | Class C | 1 | 3,400,000 | 17% | 3,400,000 | 14.78% | 3,400,000 | 14.32% | 13.3% | 16.58% |
| Pre-Seed Investors (Series Pre-Seed Pref.) | Pref + Cmn | 1 | 0 | 0% | 3,000,000 | 13.04% | 3,750,000 | 15.79% | 11.74% | 11.48% |
| Total | 20,000,000 | 100% | 23,000,000 | 100% | 23,750,000 | 100% | 100% | 101.57% | ||
| Note: Post-Seed columns assume ~10% dilution to Seed investors. 'With refresh' assumes pool is topped up to 15% of post-money at the Seed close. | ||||||||||
| Voting summary (fully-diluted basis at founding super-voting ratios) | ||||||||||
| Chad alone (founding) | 82.98% | |||||||||
| Founder bloc (Chad+Sam+Kevin, founding) | 97.05% | |||||||||
| Chad alone (post-PS, preferred votes 1:1 as-converted) | 81.27% | |||||||||
| Founder bloc (post-PS) | 95.04% | |||||||||
| Share class structure | ||||||||||
| Class A, 10:1 super-voting common | Chad only. Sunsets to 6:1 at Year 10. Auto-converts to Class C on departure, termination, or ceasing to be an active founder. | |||||||||
| Class B, 5:1 weighted-voting common | Sam and Kevin. Sunsets to 3:1 at Year 10. Same departure conversion as Class A. | |||||||||
| Class C, 1:1 common | Bruce, Don, the team option pool, all future employees, advisors, and other holders. Standard one-share-one-vote common. | |||||||||
| Series Pre-Seed / Seed / Series A Preferred | Investors. Votes as-converted (1:1) on most matters; separate NVCA-aligned protective provisions per round. | |||||||||
| Note: Class D (non-voting) eliminated. Pool grants are Class C 1:1 voting common, consistent with Bruce, Don, and all employee/advisor common stock. |
| Pre-Seed Round, Unit Offering Structure | |
| $10M pre-money · $3M minimum raise · Unit = Preferred (redeemable) + Common + Warrant | |
| Founding common shares | 20,000,000 |
| Pre-money valuation | $10,000,000 |
| Common share price (pre-seed) | $0.50 |
| Unit price | $1,000 |
| Preferred face per unit | $500 |
| Common value per unit | $500 |
| Commons per unit | 1,000 |
| Warrants per unit | 0.5 |
| Commons per whole warrant | 500 |
| Warrant exercise price | $1.50 |
| Target raise | $3,000,000 |
| Units issued | 3,000 |
| Preferred shares issued | 3,000 |
| Common shares issued (round close) | 3,000,000 |
| Whole warrants issued | 1,500 |
| Potential common shares from warrant exercise | 750,000 |
| Total commons post-close (no warrants) | 23,000,000 |
| Total commons fully-diluted (warrants exercised) | 23,750,000 |
| Pre-seed common dilution (no warrants) | 13.04% |
| Pre-seed common dilution (FD, warrants exercised) | 15.79% |
| Post-money valuation | $13,000,000 |
| Co-valuation if all warrants exercised ($1.50 commons + super-voting; pref excluded) | $35,625,000 |
| Preferred Redemption Terms | |
| Start: Year 2 post-close · 10% of company revenues redeem preferred · 3% redemption premium accruing per year | |
| Preferred face value outstanding at close | $1,500,000 |
| Illustrative redemption, if revenue Y2 = $5M, redemption = $500K | $500,000 |
| Illustrative redemption, if revenue Y3 = $15M, redemption = $1.5M | $1,500,000 |
| Years to full redemption at $1M/yr revenue avg | 1.5 |
| Team Pool Allocation, 17% of founding (3,400,000 shares) = 14.78% of post-PS (post-pre-seed) | |||||
| Each role on standard 4-year / 1-year-cliff vesting unless noted (advisors 24-month monthly). | |||||
| Role | Function | Allocation % | Allocation Shares | Vesting | Notes |
| CTO | Tech leadership; smart contracts, infra architecture | 2% | 460,000 | 4yr/1yr cliff | Carta hire #1 1.5% median + premium for tech-critical infra |
| CCO (Chief Compliance Officer) | Six-regulator compliance execution | 1.5% | 345,000 | 4yr/1yr cliff | Above 1 to 3% Digital Defynd range; regulated finance critical |
| Head of Regulatory Affairs | Policy / relationships across CIRO, CSA, OSFI, FINTRAC, BoC, FSRA, AMF | 1% | 230,000 | 4yr/1yr cliff | Distinct lane from CCO |
| Head of Risk & Settlement Ops | Operational settlement/custody/counterparty risk | 0.75% | 172,500 | 4yr/1yr cliff | Distinct from Bruce's Chief Revenue Officer track |
| Head of Architecture | Smart contracts, ledger, settlement orchestration | 1% | 230,000 | 4yr/1yr cliff | Carta hire #2 0.85% + tech premium |
| VP Engineering | Team lead; engineering management | 1% | 230,000 | 4yr/1yr cliff | Separate from CTO/Architect |
| Lead Programmer / Sr. Smart Contract Eng. | ERC-3643 specialist | 0.5% | 115,000 | 4yr/1yr cliff | |
| Front End Engineer | Customer-facing surfaces | 0.25% | 57,500 | 4yr/1yr cliff | Hire #3-equivalent |
| Back End Engineer | Platform services | 0.25% | 57,500 | 4yr/1yr cliff | |
| Security / DevSecOps Lead | HSM, KYC integration, cybersecurity | 0.5% | 115,000 | 4yr/1yr cliff | Required for regulated platform |
| Senior Product Manager | Six institutional personas; lifecycle ownership | 0.5% | 115,000 | 4yr/1yr cliff | |
| Head of Institutional Sales | Schedule I banks, credit unions, EMDs | 1% | 230,000 | 4yr/1yr cliff | Long-cycle sales role |
| Head of Custody Operations | Within 4orm Trust Co | 0.5% | 115,000 | 4yr/1yr cliff | CustodyCo entity lead |
| Designer / UX Lead | Multiple surfaces shipped | 0.25% | 57,500 | 4yr/1yr cliff | |
| Fractional CFO | Part-time CFO during pre-seed/seed | 0.5% | 115,000 | 24-mo monthly | Fractional priced below full-time CFO |
| Advisory Council (6 × 0.375%) | Independent oversight; binding milestone review | 2.25% | 517,500 | 24-mo monthly | Midpoint of 0.25 to 0.5% range |
| Buffer / unanticipated hires | Senior reserves | 1.53% | 351,900 | On grant | ~12% buffer; tight, plan Seed refresh |
| Total | 15.28% | 3,514,400 |
| Vesting Schedules, by Holder | ||||||||||
| Standard 4-year vest, 1-year cliff for partners and Bruce. Founder treatment for Chad (12% secured + 6-mo credit). Don bought + granted. | ||||||||||
| Holder | Total Shares (Post-PS) | Treatment | Secured at Signing | Vesting Pool | Cliff | Vested at Signing | End Yr 1 | End Yr 2 | End Yr 3 | End Yr 4 |
| Chad R. Johnston | 11,800,000 | Founder treatment, time-based | 2,400,000 | 9,400,000 | 1-yr cliff (6-mo credit) | 3,575,000 | 5,925,000 | 8,275,000 | 10,625,000 | 11,800,000 |
| Sam Mraiheen | 2,000,000 | 3% secured at signing + 7% milestone | 600,000 | 1,400,000 | 1-yr cliff | 600,000 | 950,000 | 1,300,000 | 1,650,000 | 2,000,000 |
| Kevin Wong | 2,000,000 | 3% secured at signing + 7% milestone | 600,000 | 1,400,000 | 1-yr cliff | 600,000 | 950,000 | 1,300,000 | 1,650,000 | 2,000,000 |
| Bruce (Founding Advisor, Tier 3) | 600,000 | 1% secured at signing + 2% on 24-mo monthly | 200,000 | 400,000 | No cliff; 24-mo monthly on vesting portion | 200,000 | 400,000 | 600,000 | 600,000 | 600,000 |
| Don (Founding Angel) | 200,000 | Bought (discounted) + Granted | 100,000 | 100,000 | 24-mo monthly (granted) | 100,000 | 150,000 | 200,000 | 200,000 | 200,000 |
| Cumulative vested as % of holder's stake | ||||||||||
| Chad | 30.3% | 50.21% | 70.13% | 90.04% | 100% | |||||
| Sam | 30% | 47.5% | 65% | 82.5% | 100% | |||||
| Kevin | 30% | 47.5% | 65% | 82.5% | 100% | |||||
| Bruce | 33.33% | 66.67% | 100% | 100% | 100% | |||||
| Don | 50% | 75% | 100% | 100% | 100% |
| 4ORM Capital Structure, Benchmark vs Market (updated) | ||||
| Each element: 4ORM's decision vs market benchmark, with an assessment flag. | ||||
| # | Area | 4ORM's Choice | Market Benchmark (source) | Assessment / Flag |
| 1 | Jurisdiction | British Columbia / BCBCA (initial), Alberta / ABCA (planned migration); CBCA interim framework | CBCA vs ABCA functionally similar | In line |
| 2 | Founding shares | 20,000,000 commons at $0.001 | Standard founder tax-basis pricing | In line |
| 3 | Founder split | Chad 46 / Sam 10 / Kevin 10 / Bruce 5 / Don 1 (post-PS) | Carta 2024: lead founder ~44% balanced 3-person teams | In line, Chad reduced from 60 to absorb pool sizing and Don |
| 4 | Share classes / super-voting | A 4:1 Chad; B 2:1 S/K; C 1:1 Bruce/Don/common; D non-voting (pool) | US tech 10:1 typical; tiered multi-founder less common | 4:1 modest; tiered structure unusual, defensible |
| 5 | Sunset | 10-yr; multiples halve at Y10 | ≤7yr post-IPO advocated; most go to 1:1 | Step to 2:1 (not 1:1) the deviation |
| 6 | Departure conversion | Class A/B → common on departure | Best practice | In line |
| 7 | Founder vesting | 4yr/1yr cliff. Chad ~12% secured + 6-mo credit; partners standard 0/25/50/75/100 | Market standard | In line |
| 8 | Bruce schedule | 3% Founding Advisor (Tier 3); 24-month monthly vesting; capital structuring and raise support | Advisor median 0.24%; top 10% >1%; Founding Advisor scope 1 to 3% max in 4orm tier framework | In line, within Founding Advisor Tier 3 range; NI 31-103 service-equity structuring critical |
| 9 | Don, Founding Angel | 1% via discounted entry + granted; separate from pre-seed | Standard angel discount; granted portion vesting | In line |
| 10 | Advisory Council | 6 members × 0.375% = 2.25% (midpoint) | Advisor median 0.24%; FAST 0.25 to 1% | Above median; binding authority justifies |
| 11 | Team pool | 15% non-voting (Class D), per-role allocation detailed | Pre-seed ~10% (5 to 15%); regulated/deep-tech 15%+ | Right-sized for build; ~12% buffer is tight, plan Seed refresh |
| 12 | Pre-seed structure | Unit offering: $1,000 = 1 pref + 1,000 commons + 0.5 warrant @ $1.50 | ~20% of pre-seed deals priced; SAFE common; unit structure typical for resource markets | Unit structure non-standard for tech but defensible (mining-style) |
| 13 | Pre-seed valuation | $10M pre / $3M raise / 13% common dilution (16% FD) | 2026 pre-seed median ~$5 to 6M pre-money | Above median, needs justification |
| 14 | Preferred redemption | 10% of revenues redeem; 3% premium accruing; starts Y2 | Atypical for venture; standard for resource/mining | Ongoing claim on cash flow, model against pro forma |
| 15 | Investor protections | 1x non-part. liq pref; broad-based WA anti-dilution; pro-rata | Market standard | In line |
| 16 | Securities exemptions | NI 45-106 AI exemption likely | Most common; private-issuer cap at 50 holders | Confirm exemption strategy |
| 17 | Mission Anchor | Enumerated charter triggers | Novel | Drafting care needed |
| 18 | Legacy Token | Profit-participation right; classification TBC | Profit-part. rights exist; token classification = securities Q | Confirm before issuance |
| Legend: | Green = market-standard | Yellow = deviation / open item to confirm with counsel |
Prepared for approved data room members. Working draft as of May 2026 ahead of the pre-seed financing; subject to counsel review and final incorporation. Not an offering document.