Essays / African Capital / № 994

Raising Your First Round in Africa: What the Term Sheets Don’t Tell You

Most founder writing about fundraising was built for Silicon Valley conditions. Raising the first round in Africa is structurally different in ways the term-sheet templates do not capture. Here is the framework I have built across three rounds, including the lessons I had to learn from getting the first one wrong.

Most of what is written about founder fundraising was written for Silicon Valley conditions. The standard playbook assumes a deep institutional ecosystem of seed funds, pre-seed funds, accelerators, and angel networks operating under broadly consistent legal frameworks, in stable currencies, with well-tested instruments and predictable timelines. The founder reads the playbook, applies it to their African context, and discovers that almost none of the underlying assumptions hold. The institutions are thinner. The instruments are misaligned with the local jurisdictions. The currency is volatile. The timelines are unpredictable. The angel down the street is not operating from the same theory of capital that the playbook assumed.

I want to argue in this piece that raising the first round in Africa is structurally different from raising the first round in a mature market, in ways that are not captured by adjusting the dollar amounts or translating the term sheets. The differences are deeper than that, and they require a founder to think about capital, instruments, relationships, and timing differently from how the Silicon Valley playbook teaches. I have raised three rounds across two ventures, and I have made enough of the available mistakes that I can write about the framework I now use with some authority. The framework is not perfect; African capital markets will continue to evolve, and any framework will date. But the structural realities I will describe are durable enough to be worth naming, and the founders I work with often save themselves a quarter of misdirected effort by understanding them up front.

This piece is the cornerstone of the African Capital pillar on this site. The supporting pieces go deeper into specific aspects: the diagnostic on why sales drop, the discipline of pricing strategically, the network that actually moves capital, the macroeconomic posture during shocks, the long view on Zimbabwean operating conditions. This piece is the umbrella under which all of those sit.

The structural realities the playbook does not name

Before getting into instruments and tactics, I want to name five structural realities about African capital markets that the standard playbook does not address, because every subsequent decision flows from them.

The first reality is that capital is scarcer and slower than the playbook assumes. The total capital available for early-stage African ventures is a small fraction of what is available for equivalent stages in mature markets. The decision timelines from interested-investor to closed-round are longer, often six to twelve months for what would be a six-week process elsewhere. The implication is that founders who model their fundraising on Silicon Valley timelines under-estimate how long the process will take and run out of cash partway through. The discipline is to start the raise nine to twelve months before the cash runway requires it, not three to six.

The second is that the investors are heterogeneous in ways that do not exist in mature markets. A Silicon Valley founder fundraising at seed stage is choosing between a dozen funds with broadly similar theses, similar typical check sizes, similar process expectations, and similar legal constructs. An African founder fundraising at the same stage may be talking to a high-net-worth individual operating from Sandton, a family office in Lagos, a development-finance institution in Nairobi, a corporate venture arm in Johannesburg, a diaspora investor in London, and a regional fund headquartered in Mauritius. Each operates from a different theory of return, a different time horizon, a different set of decision-makers, and a different legal structure. The instruments that work for one rarely work for another. The pitch that resonates with one is wrong for the next. The discipline is to qualify investors more carefully than the playbook teaches, because the variance among them is much larger than the playbook assumes.

The third is that the legal infrastructure is fragmented across jurisdictions. A Silicon Valley founder defaults to Delaware C-corporation incorporation, SAFE notes for early rounds, and a small set of standardised legal instruments. An African founder raising across multiple African jurisdictions encounters a patchwork of company law, foreign investment regulations, currency control regimes, and tax treaties that interact in non-obvious ways. The right structure for a Zimbabwe-incorporated venture raising from a South African investor is different from a Kenya-incorporated venture raising from a Nigerian investor, and both are different from a Mauritius-domiciled holding company structure that is increasingly common for ventures intending to raise across multiple markets. The discipline is to engage cross-border counsel early, before any term sheet is signed, because retrofitting structure after a deal closes is expensive and sometimes impossible.

The fourth is that the currency dimension is structural rather than incidental. A Silicon Valley founder raising US dollars from US investors against a US-dollar operating cost base does not have to think about currency. An African founder may be raising in dollars from dollar-denominated investors against an operating cost base that is partly dollar and partly local-currency, with a customer revenue mix that may be majority local-currency, all denominated in jurisdictions whose currencies have moved twenty percent in either direction within the previous year. The implications run through every aspect of the round: the valuation, the price per share, the cap table mathematics, the dividend rights, the exchange-rate-locking provisions, the dispute resolution. The discipline is to structure the round assuming currency volatility as the default operating environment, not as an exceptional condition.

The fifth is that personal reputation does more work than institutional credibility. In mature markets, an investor’s institutional name carries most of the weight; the partner is fungible with the firm. In African markets, the partner often is the firm. The relationship the founder builds with the specific individual is the relationship that determines whether the deal happens. The same individual may be more valuable to the founder than the institutional check they bring, because they will champion the venture in subsequent rounds, open doors that an institutional brand cannot, and provide judgment that no LP report can. The discipline is to invest in the individual relationships, not just in the institutional pitches.

These five realities shape everything that follows. They are not exceptions to the standard playbook; they are a different operating environment in which a different playbook applies.

Instrument choice: the six options and which fits when

When the time comes to actually structure the round, the founder has roughly six instrument options, each with a profile that fits some situations better than others. The Silicon Valley default of “use a SAFE” is not always the right answer in African contexts, and the framework I use to choose between them is the following.

The first option is straight equity. The investor takes shares in exchange for cash, at an agreed valuation, on standard preference terms. This is the most legally robust instrument in most African jurisdictions, because it fits cleanly into existing company law. It is also the most demanding to negotiate, because every term has to be agreed in detail rather than deferred to a later round. Use straight equity when the round is large enough to justify the legal cost (typically above $250k), when the valuation is genuinely defensible, and when the investor and founder are both capable of negotiating the full set of terms.

The second option is the convertible note. The investor lends money that converts to equity at a future round, usually with a discount and a valuation cap. Convertibles are well-understood by sophisticated African investors and have decent legal coverage in most jurisdictions. They defer the valuation conversation, which is useful when the venture is too early to value with confidence. Use convertibles when the round is small to mid-size, when a follow-on round is genuinely likely within twelve to eighteen months, and when both parties are comfortable with the deferred-valuation mechanic.

The third option is the SAFE (Simple Agreement for Future Equity). SAFEs are simpler than convertibles, with no interest rate and no maturity date. They are fast and inexpensive to execute. They are also less well-understood in African legal contexts than in Silicon Valley, and they sit awkwardly within company law in jurisdictions that did not have them in mind when their statutes were drafted. Use SAFEs cautiously in African contexts, only with investors who genuinely understand what they are signing, and with explicit legal review confirming the instrument is enforceable in the relevant jurisdiction.

The fourth option is the interest-free loan with conversion option. This is a structure I have used in practice and it works well in certain African contexts. The investor extends an interest-free loan, repayable on agreed terms, with the option (at the investor’s election) to convert all or part of the loan to equity at a later defined event. The structure is friendly to the founder (no interest accruing, no equity dilution unless the investor elects), respects the investor’s optionality, and fits cleanly within most African jurisdictions’ lending and equity statutes. Use this when the relationship with the investor is strong, when the venture’s near-term cash flow is reliable enough to service the loan if the investor does not convert, and when the legal infrastructure for SAFEs is weak in the relevant jurisdiction.

The fifth option is the revenue share agreement. The investor receives a defined percentage of the venture’s revenue (or profit) for a defined period, capped at a multiple of the original investment. No equity is taken; the investor’s return is purely from revenue. This works well for ventures with predictable revenue, less well for ventures still searching for product-market fit. Use this when the venture’s revenue is genuinely predictable, when the founder wants to avoid dilution, and when the investor accepts a cash-flow rather than equity-appreciation return profile.

The sixth option is a hybrid instrument combining two or more of the above. A common structure is part-equity, part-loan, allowing the investor to participate in upside through the equity component while securing return through the loan component. Hybrids are more complex to structure but can fit the actual risk-return profile of a specific deal more precisely than any single instrument can. Use hybrids when the deal genuinely has multiple components (e.g., the investor is providing both capital and operational support that warrants a different return mechanism), when both parties are sophisticated enough to negotiate the complexity, and when the legal counsel on both sides is experienced with cross-instrument structuring.

The discipline here is to choose the instrument that fits the actual deal structure, not the instrument that is fashionable. African founders defaulting to SAFEs because that is what the playbook recommends sometimes end up with instruments that their lawyers cannot fully enforce in their home jurisdictions. The right instrument is whatever is robust, comprehensible to both parties, and aligned with the deal’s actual risk-return profile.

What an African angel actually wants to see

Beyond the instrument, the more important question is what the investor on the other side of the table is actually evaluating. African angels are different from the institutional seed investors the playbook teaches founders to address, and the differences matter.

In my experience, African angels at the early stage are evaluating four things, in approximately the following order of weight.

The first is founder credibility. They are not yet betting on the business; the business is too early to bet on. They are betting on the founder’s capacity to build whatever the venture eventually becomes. The credibility they evaluate is composed of track record, demonstrated execution in earlier ventures, public presence (writing, speaking, visible work), and the way the founder talks about the work in person. This last item is heavier than the playbook acknowledges; African angels weight personal interaction substantially because the institutional signals (university brand, prior employer, prior round investors) are often less informative in African contexts.

The second is a clear, specific path to early commercial validation. They want to see that the venture has either already produced commercial traction or has a concrete plan to produce it within the next twelve months. The traction does not need to be large; it needs to be real. A hundred paying customers at modest revenue is a better signal than a million users on a free product, because the paying customers prove the venture has crossed the sympathy market threshold and has reached a market that values the offering enough to pay.

The third is the capacity to navigate the operating environment. African angels know that the operating environment is harder than it would be in mature markets. They are evaluating whether the founder has the demonstrated capacity to handle currency volatility, regulatory shifts, infrastructure gaps, and the kinds of sudden context changes that characterise African operating. This is rarely something the founder can claim; it is something the founder has to demonstrate by the way they talk about the venture’s existing operating history.

The fourth is the credible exit pathway. This is where African angels diverge most sharply from Silicon Valley seed investors. A Silicon Valley investor at seed stage is not focused on exits because the venture is far from any exit. African angels at the same stage often are, because the African exit market is thin and they want to see that the founder has thought about how the venture might eventually return capital, even at the small-acquisition or strategic-acquirer scale rather than at the IPO scale. This is uncomfortable for some founders to discuss at seed stage; it is required to make the conversation work.

A founder pitching an African angel needs to address all four of these explicitly. The playbook tells founders to focus on market size and product vision; in African contexts, founder credibility and operating-environment competence often matter more.

The Kose angel round, briefly

I want to give one personal example because grounding this in real experience makes the abstractions actionable.

When I structured the Kose Zimbabwe angel round, the package I built reflected most of the principles I have described in this piece. The structure was an interest-free loan with conversion option, sized at a hundred thousand dollars, with a six-instrument proposal that gave the investor multiple paths to participate at different commitment levels. The instruments addressed the prior investor relationship explicitly, with terms that respected the existing arrangement while creating space for the new round. The product roadmap was specific to four operational phases, each with defined milestones and defined capital uses, so the investor could see exactly what each tranche of capital would unlock.

The package took longer to assemble than a Silicon Valley playbook would have predicted, and produced more terms to discuss than a SAFE would have, and required more legal work than a pre-built template would have. It was also better fitted to the actual deal than any pre-built template would have been, and the conversation with the investor was more productive because the package addressed the questions the investor was actually asking rather than the questions the playbook assumed they would ask.

I am not arguing every African founder should build a six-instrument proposal. I am arguing that founders who take the time to design the instrument structure to fit the actual deal almost always raise on better terms than founders who default to the playbook’s standard answer. The design work pays for itself, repeatedly, across the life of the round and into the subsequent ones.

The closing discipline

If you are an African founder reading this and approaching your first round, the discipline I want to recommend is this. Begin nine to twelve months before the cash runway demands it. Qualify investors carefully and individually rather than treating them as interchangeable. Engage cross-border counsel before any term sheet is signed. Structure currency assumptions into every term. Invest in the personal relationship as heavily as in the pitch deck. Choose the instrument that fits the actual deal, not the instrument that is fashionable. Address founder credibility, commercial validation, operating-environment competence, and exit pathway explicitly in every investor conversation.

These disciplines are unglamorous. They are also what separates the African founders who close their first rounds on terms that allow the next round to happen from the founders who close on terms that compromise the venture’s future.

The Sprouting Curve framework I have written about elsewhere is directly relevant here. Money raised in a Sprouting Curve phase should be deployed primarily to accelerate learning, not to scale revenue. The instrument structure of the round should reflect this; the milestones should reflect this; the investor’s expectations should be calibrated to this. African founders who pitch their first rounds as growth rounds, when the venture is actually still in the Sprouting Curve phase, raise less capital on worse terms than founders who pitch the round as it actually is. The honesty about the venture’s stage is, paradoxically, what produces the best outcome.

That is the framework. The first round in Africa is not the first round in Silicon Valley with smaller dollar amounts. It is a different process, in a different ecosystem, with different instruments and different counterparties and different timelines. The founders who recognise the difference and operate accordingly raise rounds that work. The founders who insist on running the playbook as it was written for somewhere else raise rounds that do not, or do not raise at all.

The work is to build the framework that fits where you actually are, and to use it.


For why early-stage capital should fund learning rather than growth, see The Sprouting Curve. For why the customers your venture has actually validated against may not be the customers your investors are pricing the round against, see Beyond Your Sympathy Market. For the operational discipline of pivoting in unstable economies, see Mastering the Pivot in Unstable Economies. For the long-horizon framing of building institutions in markets that punish carelessness, see Beyond Independence.

— TM
Jun 2026
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