Capitalization
Cap Table — at formation, post planned grants.
Pre-investment snapshot. Mitchell's founder stock issued at incorporation (Apr 20, 2026). Luke's RSPA and Adam's advisor options pending final execution.
01 · At formation
Founder stock + initial equity pool. Documented in the Delaware filing.
| Holder | Instrument | Shares | % |
|---|---|---|---|
| Mitchell Lisa (founder) | Common | 8,800,000 | 88.0% |
| Equity Pool (unissued) | Common reserved | 1,200,000 | 12.0% |
| Total | 10,000,000 | 100.0% |
02 · Post planned grants (fully diluted)
Co-founder RSPA (Luke) issued from founder stock. Adam advisor options granted from pool.
| Holder | Instrument | Shares | % |
|---|---|---|---|
| Mitchell Lisa (founder, CEO) | Common | 8,300,000 | 83.0% |
| Matthew "Luke" Lisa (co-founder, CTO) | Common RSPA | 500,000 | 5.0% |
| Adam H. Evans, PhD (advisor · FAST Platinum) | Common options | 100,000 | 1.0% |
| Equity Pool (remaining) | Common reserved | 1,100,000 | 11.0% |
| Fully diluted | 10,000,000 | 100.0% |
Voting + control. Mitchell retains 83% of common post-grants — supermajority voting control intact through Series A and beyond. Sole director at formation. First additional board seat goes to the lead investor in the seed round.
03 · Vesting & terms
All founder common and advisor options on standard Silicon Valley structure.
Founder vesting
4-year schedule, 1-year cliff (25% at month 12, then monthly). Applies to Mitchell + Luke.
Advisor vesting
2-year monthly schedule, no cliff. Applies to Adam (FAST Platinum).
Vesting start
Date of incorporation for founders. Grant date for Adam's options.
Acceleration
Double trigger — acquisition plus involuntary termination within 12 months.
Share consideration
Intellectual property contributed at formation (Atlas default). Clean chain of title.
83(b) elections
Filed by Atlas within 30 days of each RSPA execution. Critical window tracked.
Options strike
409A fair market value at grant date. Non-qualified stock options for Adam.
Termination
Advisor: 30 days' notice either party; unvested ceases. Founder: repurchase at par on unvested shares.
04 · Execution status
What is filed, verbally accepted, or pending final paperwork.
Delaware Certificate of Incorporation
Filed Apr 20, 2026
Mitchell founder common (8,800,000 shares)
Issued at incorporation
IRS Employer Identification Number issued
Apr 23, 2026
Luke — co-founder terms verbally accepted Apr 21, 2026
Verbal · RSPA in execution
Adam — advisor terms verbally accepted Apr 22, 2026
Verbal · FAST Platinum + mutual NDA in flight
Mitchell 83(b) election on founder stock
Atlas postmark by May 6
Luke RSPA + 83(b) election
Outside-counsel route, target Apr 29–30
Adam FAST Platinum option agreement + mutual NDA
NDA drafted · option agreement in template
Patent reassignment Mitchell → Modulor, Inc.
Unblocked on EIN · executes alongside Luke RSPA
Timing. Delaware incorporation filed Apr 20, 2026. EIN issued by IRS Apr 23, 2026. Mitchell's 83(b) election is being mailed by Atlas via USPS Certified (postmark by May 6). Luke RSPA and Adam FAST Platinum execute via outside counsel during the week of Apr 27, with the patent reassignment alongside. Formation paperwork (Certificate of Incorporation, Bylaws, Board Consent, Stockholder Consent, RSPAs, 83(b) stamped copies, EIN letter) added to this data room upon receipt.