Ever wondered how startups in MENA actually raise money? Let me walk you through the journey of Wiwo Bank – a fictive digital banking startup that went from napkin sketch to Series B in the region.

First, The Basics: Your Funding Toolkit

Before we dive into Wiwo’s story, let’s understand the three most common investment instruments you’ll encounter in MENA:

SAFE (Simple Agreement for Future Equity) Think of it as an IOU for shares. You get money now, investors get equity later (usually at your next priced round). Key term: valuation cap – the maximum company value at which the SAFE converts to equity. If the cap is $3M but your next round values you at $10M, early investors still convert at $3M (winning!). You can also expect to see discount rate (often 20% or more).

CLA (Convertible Loan Agreement) Similar to a SAFE, but it’s technically debt. It converts to equity later, but if things go south, investors have loan protections. Key terms: interest rate (usually 5-10%), discount rate (investors get shares cheaper than new investors), and maturity date (when the loan must convert or be repaid).

Equity The classic. Investors buy actual shares at an agreed company valuation. Key terms: valuation (what your company is worth), ownership % (how much you’re giving away), and liquidation preference (who gets paid first if you sell). Make sure to keep track of pre-money, post-money and all key terms.

Meet Wiwo Bank: From Living Room to Boardroom

The Beginning: Friends & Family ($50K)

Sarah, Khalid, and Noor quit their jobs at HSBC, Bain, and Microsoft to build Wiwo Bank – a digital banking platform to reinvent financial services in MENA. With $200K of their own savings and $50K from Sarah’s supportive brother on a SAFE, they built an MVP.

Structure: SAFE – brother got a stake in the company, no complicated terms. Conversion into equity in the future. No terms, no cap. No nothing on the SAFE. Just assume MFN.

Pre-Seed: The Kuwait Accelerator ($1M CLA)

Six months later, Wiwo’s MVP caught the eye of Brilliant Lab’s “Brilliant Start” program in Kuwait.

The deal: $1M as a Convertible Loan Agreement with a 10% interest rate and $3M cap. Minimum 10-month duration before conversion.

This CLA gave Wiwo runway to expand beyond Dubai while giving Brilliant Lab protection as a loan if things went sideways.

Seed Round: The Doha Angel ($300K SAFE)

With traction in Kuwait and Dubai, the team pitched in Doha. Al-Kuwari, an investor focused on healthcare and fintech, believed in their embedded finance vision.

The deal: $300K on a SAFE with a $3M valuation cap.

No valuation discussion, no equity calculation yet – just fast money to keep building. The cap meant Al-Kuwari would benefit hugely if Wiwo’s next round valued them higher.

Series A: The Accelerator Alumni Round ($250K + $600K)

By now, Wiwo had real revenue and was expanding to Jordan. Jordan’s Oasis500 came in with $250K at a $3M valuation (straight equity this time – real ownership).

Then VentureSouq knocked: $600K at $5M valuation post, but only if Wiwo joined a top-tier accelerator first. The team hustled into Plug & Play (no equity), and VentureSouq invested, taking 12%.

All those SAFEs and CLAs from earlier? They converted now. Brilliant Lab and Al-Kuwari’s instruments converted at their $3M caps, meaning they got more shares than if they’d invested at the $5M Series A valuation.

Series B: The Big Leagues ($25M)

Fast forward 18 months. Wiwo hit $50M ARR, became a serious Careem-for-banking story, and had a clear path to breakout growth. Mubadala’s $400M fintech fund came calling.

The deal: $25M at a $55M post-money valuation, but with grown-up terms: anti-dilution protection and 1.5X liquidation preference.

What does that mean? If Wiwo sells for $100M, Mubadala gets $37.5M first (1.5X their $25M), then everyone else splits the rest. It’s protection for late-stage investors betting big.

The Lessons

1. Structure matches stage: Friends write checks. Early investors want SAFE/CLA flexibility. Growth investors want equity with protections.

2. Caps matter: Wiwo’s early believers who bet on $3M caps made 8X more shares than if they’d waited for the $5M Series A.

3. Terms get serious: Notice how friends asked for nothing, but Mubadala wanted liquidation preferences? That’s the real-life at scale.

4. Geography shapes deals: MENA investors often require regional expansion commitments (Jordan for Oasis500, Kuwait for Brilliant Lab). It’s not just money – it’s market access.

Wiwo Bank isn’t real, but this journey is typical for MENA startups scaling from idea to growth stage. Whether you’re raising your first $50K or your first $50M, understanding these instruments isn’t optional – it’s essential.

Your turn:

If you have read this far, you are ready for the task. Try to structure the cap table based on the information given here to the best of your ability. It might not be as easy as you think. Assume the following:

• Three founders
• 100.000 shares at opening, equally split
• Set up a 20% ESOP, pre-Series A
• All valuations pre, unless otherwise specified.
• Post your results in the comments

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