You don’t need a Delaware fairy godmother to raise venture. In most emerging hubs, money moves on local rails - and it works.
I had my AI research agent pull how early rounds actually close across India, SEA, Africa, and LatAm. The pattern is repeatable: same economic logic as the US, but local paperwork, local regulators, local exit paths.
What this really looks like
- Early money uses straight equity, convertible notes, SAFE-like docs, and more recently revenue-based financing. Terms rhyme with Silicon Valley, but the wrappers are local. Typical priced seed or Series A sells about 10-30 percent. Exits are mostly acquisitions or secondaries. IPOs are a nice poster, not your plan.
Regional flavors
- India - priced rounds use CCPS; pre-seed often iSAFE that converts into CCPS. Foreign convertibles allowed with RBI filings. SEBI AIFs write many of the checks.
- Singapore/SEA - VIMA templates standardize term sheets and a CARE convertible. Ops often sit in Indonesia or Vietnam, but governance stays under Singapore law.
- Africa - convertibles and emerging SAFE-style docs; DFIs show up early; many deals add a Mauritius holdco when foreign capital joins.
- LatAm - Brazil runs on mútuo conversível at pre-seed; Mexico/Colombia mix SAFEs, notes, priced equity. RBF lenders exist, but terms swing.
A no-US-entity journey - Nairobi example
- Idea to MVP - incorporate locally, set 4-year founder vesting with a 1-year cliff, reserve about 10 percent ESOP.
- Pre-seed - raise roughly 150k via a simple SAFE or short note. Typical SAFE: cap around 3.5m, about 20 percent discount, no interest or maturity. Note alternative: single-digit interest, 18-36 month maturity, same cap/discount.
- Seed - bring a regional micro-VC and a DFI for about 1.5m. Sell roughly 25 percent at around a 6m post. Add standard 1x non-participating preference, weighted anti-dilution, pro-rata, a board seat for the lead. If cross-border money joins, spin up a Mauritius holdco and roll the Kenyan OpCo under it. Earlier SAFEs/notes convert.
- Working capital - optional RBF of about 300k, repaid from 5-10 percent of monthly revenue until roughly 1.5x. No dilution, but cash gets heavier.
- Series A - about 7m at around 30m pre. Sell near 20 percent. Refresh ESOP to roughly 15 percent. Tighten reporting and IP paperwork.
- Exit - trade sale near 80m. Seed gets their money back first via 1x preference, then everyone shares. Rough picture: founders+ESOP close to half, angels around 5 percent, seed near 18-20 percent, Series A about 20 percent. RBF is already fully repaid from ops.
The catch SAFEs are not always clearly codified in every court - notes are often safer on paper in parts of Africa and LatAm. FX and capital controls can slow cash leaving the country. Offshore holdcos help with treaties, but substance rules are real. None of this is fatal - it just means get a lawyer who’s shipped deals locally, not one who only quotes Delaware.
My take Stop waiting for US paperwork. Close on the instruments your hub actually enforces, model dilution early, and plan for FX and tax before the big round. Then build. 🚀
Which country are you in? Drop it and I’ll sketch the step-by-step with local docs and a sample cap table.