From Lagos-only LLC to a $12M Series A on a Delaware Holdco.
A three-cofounder payments startup Delaware-flipped their existing Nigerian Ltd in six weeks. Stripe activated on day 40. Series A closed at the end of quarter.
Where were they stuck?
Their lead investor's counsel would not paper a priced round into a Nigerian Ltd, and two term sheets had already stalled at the structure question.
Card revenue from US customers was sitting with a payment aggregator because no US entity existed to hold a Stripe account.
Founder equity had been issued in the local entity with no vesting and no 83(b) exposure analysis.
The route we ran.
Entity design
Delaware C-Corp incorporated as the Holdco with an 8,000,000-share founder pool, four-year vesting and a one-year cliff.
Share-for-share swap
The Holdco acquired 100% of the Nigerian Ltd against mirrored share issuances, supported by an independent valuation memo.
What changed.
- Series A signed 74 days after the flip completed, with no structure conditions in the term sheet.
- USD card revenue moved onto Stripe, cutting settlement time from 9 days to 2.
- ₦480M repatriated across the following four quarters on a documented, repeatable rail.