Economies of scale. Many investors can review and fund a standard Delaware C corporation without even passing it to outside counsel.

For Canada, not only will you probably special counsel, you may also have additional up front and ongoing accounting costs related to tax treatment, et cetera. You also know that this is potentially a hurdle that start-up will face in every sale and supply-chain contract it signs, unless it relents and just chooses a normal jurisdiction, at which point why don't they just create a Delaware entity and headquarter in Canada?