Egypt: A Venture Capital Overview

Ten Commandments for a Tech Start-Up Founder in the MENA Region

In 2025, the MENA region experienced a surge in start-up mega deals, reflecting the maturing tech ecosystem and increasing investor appetite. In this regard, Saudi Arabia led the wave, with standout transactions like Tamara’s record-breaking USD2.4 billion debt facility backed by global institutions such as Goldman Sachs, and HALA’s USD157 million Series B round supported by TPG’s Rise Fund and Sanabil Investments. Fintech remained dominant, with Tabby raising USD160 million at a USD3.3 billion valuation, and Lendo securing both a USD690 million facility from J.P. Morgan and a separate USD50 million Murabaha facility via Jadwa.

Furthermore, the UAE also played a key role, notably with Property Finder’s USD525 million strategic investment from Permira and Blackstone, and AppliedAI’s USD55 million Series A round led by G42 and Palantir. Meanwhile, regionally anchored global plays emerged, like Luma AI’s USD900 million Series C round, fuelled by Saudi investment for AI infrastructure development.

In addition, Egypt during the past year has seen strong activity, especially among start-ups that are already in the growth stage. Several major transactions took place, including Nawy’s USD52 million Series A round, Money Fellows' USD13 million pre-Series C raise, Khazna’s USD16 million pre-Series B round, and the acquisition of Hatla2ee by Dubizzle. Large investments in companies like MNT-Halan, Bokra, and Yodawy also highlight continued investor interest in Egyptian tech start-ups. According to the Minister of Planning’s remarks during Egypt’s Venture Investment Summit 2025, start-ups in Egypt have raised approximately USD2 billion in VC funding over the past five years, placing Egypt third in both Africa and the Middle East in terms of total investment and number of deals.

Collectively, these deals in Saudi Arabia, the UAE and Egypt underscore the region’s evolution into a significant global hub for start-up financing, particularly in fintech, AI, and digital platforms. In light of this surge of high-profile investments, early-stage founders in the MENA region should view legal compliance and protections not as burdens, but as essential building blocks for success. By satisfying the checklist below, founders can create a stable platform on which start-ups can innovate and grow.

In a nutshell, a founder should view this list not only from a compliance perspective, but also from the perspective of a potential VC fund seeking to invest in tech start-ups that can successfully pass the VC funds due diligence review. The more closely founders comply with the list below, the greater the chance of raising funds from all types of investors, including VC funds.

1. Enter into a co-founders’ agreement: to formalise the relationship, a founder should enter into a co-founder’s agreement with the co-founders. While co-founders may initially think they are fully aligned, misalignment may become apparent during fundraising or discussions with investors. This agreement will set out each party’s rights during the lifespan of the company and also address potential exits.
2. Postpone the off-shoring discussion: founders should avoid thinking about off-shoring at the early stages. This can be explored later, when raising funds from VC funds and institutional investors. The lead VC fund might have specific requirements that they need to implement.
3. Comply with labour and social security from the beginning: it is important to have robust labour agreements from the beginning with confidentiality, IP assignment, non-compete, non-solicitation clauses. The founder should also have sufficient knowledge to track probation periods, conduct HR investigations and manage employee terminations with minimal exposure. Lastly, all employees should be properly insured under the social security system from the beginning.
4. Use Post-Money SAFEs without MFN for first fundraise: a founder’s first raise should be Post-Money SAFEs without an MFN provision. The SAFE template can be downloaded online; however, founders should still consult a lawyer to make any necessary adjustments to ensure they are safeguarded fully. An arbitration clause can be included, and some language to the termination clause stating that the money should be transferred within a maximum period, after which the SAFE is considered void. In all cases, the founder should avoid MFN clauses. The pro-rata right is generally accepted.
5. Create a Cap Table Scenario before the first raise: a founder should carry out a scenario analysis before raising any funds to understand how the cap table will look. Founders should try to assess how their and the co-founders’ equity would be impacted when raising SAFEs and then equity in later rounds. The founder should also ensure there is  room for the options that are usually issued to employees (ESOPs).
6. Have robust terms and conditions: a founder should have simple and effective terms and conditions or a product agreement template to support growth. This should be done by an experienced lawyer who can help devise something that is truly scalable with minimal problems in practice.
7. Check data protection issues early on: a B2C business should put data protection requirements in place from the beginning, especially when processing financial, biometric and health data. Explicit consent of all data subjects should be obtained. Non-compliance may lead to future fines and potential bankruptcy.
8. Protect intellectual property smartly: founders should have sufficient knowledge of IP protection, including what needs to be registered and what is not registerable. Also, care must be taken when incorporating open-source solutions into the company’s own IP.
9. Beware of licensing, especially for fintech and AI: a founder should determine whether their activity needs any form of licensing, either locally or internationally. This is very important for fintechs, whether they operate in the banking or the non-banking space. Also, AI-driven start-ups should monitor the upcoming wave of regulations that are expected to be issued in the UAE, Saudi and Egypt.
10. Do not overuse ChatGPT – hire an experienced lawyer: a founder may use ChatGPT but do not rely on it for legal advice in the VC space. While ChatGPT can be beneficial as an assistant, it cannot fully replicate an experienced lawyer with country-specific knowledge.