How Troubled Egyptian Startup Capiter Was Liquidated After Failure to Secure Merger

In a recent development that marks the final chapter of the tumultuous journey of Capiter, the Egyptian e-commerce and information technology services startup, the decision to liquidate the company has been officially confirmed. This decision comes in the wake of the startup’s failed attempt to secure a merger and obtain much-needed financing to navigate its severe financial crisis.

Last September, Capiter made headlines when it ousted its founders due to their repeated absence during the crucial due diligence checks preceding a potential merger. This move was prompted by the startup’s precarious financial situation, which had been worsening over time. The founders, Mahmoud and Ahmed Noah, were unable to meet their obligations and responsibilities towards the company, failing to engage with the Board of Directors, shareholders, and investors during the pivotal due diligence process.

Capiter

Sources familiar with the matter revealed that both local and Gulf-based companies had initially considered injecting investments to revive Capiter. However, these plans were abandoned in light of escalating legal disputes between the estranged founders and the company’s board. Moreover, concerns arose regarding the possibility of rebuilding trust in the brand among merchants and the public following the company’s bankruptcy crisis.

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In the aftermath of Capiter’s liquidation, Mahmoud Noah, the former founder of the startup, has set his sights on creating a new investment entity. Reports indicate that he is currently working on establishing this entity from within a Gulf country. Meanwhile, his brother, Ahmed, is situated in Russia. These developments effectively signal the end of their association with Capiter.

The Capiter saga began in July 2020, when the company was founded by Mahmoud Noah as CEO and his brother Ahmed as the Chief Operating Officer. The startup quickly amassed a sizable presence, boasting around 22,000 products on its platform, a network of 1,000 sellers, a fleet of 600 trucks, and an employee count exceeding 2,000. At its peak, Capiter garnered an estimated investment volume of $33 million.

The startup had managed to secure this funding through its initial financing round, which saw participation from prominent companies and investors such as Capital Quona, MSA Capital, Savola, Shorooq Partners, Foundation Ventures, Accion Venture Lab, and Derayah Ventures.

In the midst of the crisis, speculations had arisen regarding the alleged misappropriation of funds, leading to widespread allegations that the founders had mismanaged the company’s finances. Entrepreneur Walid Rashid addressed these claims on his official Facebook page, attributing the financial struggles to mismanagement, poor decision-making, and inadequate evaluation of matters, rather than deliberate fraud or embezzlement.

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Former Capiter CEO Mahmoud Noah broke his silence on the issue during a phone call to an MBC Egypt news show. He denied the rumors surrounding his and his brother’s escape from responsibility, asserting that the $33 million investment from various firms and investment funds had been properly utilized to grow the business. He further clarified that Capiter was held under the parent business located in the UAE, and a total of 18 investors, including himself and his brother, held stakes in the company.

While acknowledging that Capiter had accumulated commitments surpassing its assets, indicating its indebtedness, Noah refuted claims that they were formally informed of their dismissal. He pointed to the global financial crisis, triggered by the Russia-Ukraine conflict, as a contributing factor to Capiter’s financial challenges.

The underlying cause of the impasse that eventually led to Capiter’s liquidation was revealed to be a discord between the founders and investors. However, the situation had not been resolved in a conventional manner, and a mutually agreeable solution remained elusive.

Notably, Mohamed Nagati, an investor and entrepreneurship expert, shared his insights on the matter. He explained that Egypt’s entrepreneurial sector was transitioning from a growth phase to a phase of consolidation, a trend observed in emerging economies globally. While the Capiter issue could impact the local entrepreneurial climate, Nagati emphasized that failure is inherent in business, and the sector has previously delivered substantial returns and employment opportunities to the Egyptian economy.

As the final chapter of Capiter’s story unfolds, the Board of Directors officially removed Mahmoud and Ahmed Noah from their executive positions as Co-Founder & CEO and Co-Founder and Chief Commercial Officer, respectively. Maged Al-Ghazouli, Capiter’s Chief Financial Officer, was appointed as interim CEO, tasked with addressing concerns from stakeholders and continuing negotiations with the entity that had been targeted for a merger with Capiter. With the liquidation decision now set in stone, the once-promising startup’s journey ends in a tale of financial struggles, internal disputes, and unrealized potential.

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Charles Rapulu Udoh

Charles Rapulu Udoh is a Lagos-based lawyer, who has several years of experience working in Africa’s burgeoning tech startup industry. He has closed multi-million dollar deals bordering on venture capital, private equity, intellectual property (trademark, patent or design, etc.), mergers and acquisitions, in countries such as in the Delaware, New York, UK, Singapore, British Virgin Islands, South Africa, Nigeria etc. He’s also a corporate governance and cross-border data privacy and tax expert. 
As an award-winning writer and researcher, he is passionate about telling the African startup story, and is one of the continent’s pioneers in this regard

Founder Of Embattled Egyptian Startup Capiter Denies Fraud Allegations As Cause Of Crisis Emerges

Former Capiter CEO Mahmoud Noah, who had been out of work since September 6 after being fired by the holding company’s board of directors, called an MBC Egypt story show to discuss the problem in his first public comments since the incident.

In a phone call with the show’s host, Amr Adib, Noah indicated that he is in regular communication with Capiter board members and that the rumours circulating about the startup are untrue.

Citing the sum of 33 million dollars, which is the worth of the funding that Kapiter got from a number of firms and investment funds in September of last year, Noah confirmed that the rumours that have been spreading regarding his escape and his brother are false.

Read also Founders Of Egyptian Ecommerce Startup Capiter Fired By Board Amid $33M Funding Allegations

According to Noah, the $33 million was invested in Kapiter around a year and a half ago. He also emphasised that Capiter is held by the parent business in the UAE, and that it has more than 18 investors, including himself and his brother, who possess the largest percentage.

Noah did not dispute the fact that Kapiter’s present commitments exceed her assets, which indicates that the startup is truly in debt. However, he emphasised that they were not formally notified of the decision to dismiss them.

Noah gave the impression that the current worldwide financial crisis brought on by the conflict between Russia and Ukraine had an impact on Kapiter’s financial situation.

Capiter Fraud
The team at Capiter: Image credits: Capiter

Dispute Between Investors And Founders Revealed As Cause Of Impasse

In a similar vein, the programme Hekaya, which is broadcast on MBC Egypt and presented by Amr Adib, explored the opinion of Mohamed Nagati, an investor and entrepreneurship expert, about the current Capiter crisis and its impact on the entrepreneurship sector and emerging companies in Egypt. 

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Najati said that the problem at Kapiter was caused by a disagreement between the company’s founders and investors. However, the issue was not dealt with in the typical manner, and that there was not a single solution that was agreed upon to deal with it.

According to Nagati, the entrepreneurial sector in Egypt is transitioning from the stage of growth to the stage of “sifting,” which is standard in all emerging economies throughout the world. He also mentioned that it is typical for businesses to fail, liquidate their assets, and depart the market.

Nagati disputed that the Capiter issue will have an effect on the entrepreneurial climate in Egypt, which over the previous ten years has delivered Egypt a return of more than fifty billion pounds in US dollars and employed about one million Egyptians in its many sectors.

Regarding what will happen to Capiter after its crisis, Najati stated that if one of its parties is unable to come to an agreement to control the entire company, the solution will be an external entity that will take over the company and restructure it.

Founders Sacked And Replaced

In a recent statement (pdf) of the board of directors of Capiter’s holding company, Mahmoud Noah and Ahmed Noah were removed from their executive positions as Co-Founder & CEO and Co-Founder and Chief Commerical Officer, respectively, effective September 6, 2022.

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The Board of Directors had since appointed Maged Al-Ghazouli, Capiter’s Chief Financial Officer, to serve as interim CEO until Mahmoud and Ahmed Noah make a personal appearance before the Board, shareholders, and investors to address concerns from employees, suppliers, creditors, and other stakeholders, and to continue negotiations with the entity planned to merge with Capiter.

Capiter Fraud Capiter Fraud Capiter Fraud

Charles Rapulu Udoh

Charles Rapulu Udoh is a Lagos-based lawyer, who has several years of experience working in Africa’s burgeoning tech startup industry. He has closed multi-million dollar deals bordering on venture capital, private equity, intellectual property (trademark, patent or design, etc.), mergers and acquisitions, in countries such as in the Delaware, New York, UK, Singapore, British Virgin Islands, South Africa, Nigeria etc. He’s also a corporate governance and cross-border data privacy and tax expert. 
As an award-winning writer and researcher, he is passionate about telling the African startup story, and is one of the continent’s pioneers in this regard. You can book a session and speak with him using the link: https://insightsbyexpert

Founders Of Egyptian Ecommerce Startup Capiter Fired By Board Amid $33M Funding Allegations

According to minutes from a recent meeting of the board of directors of Capiter ’s holding company, Mahmoud Noah and Ahmed Noah were removed from their executive positions as Co-Founder & CEO and Co-Founder and Chief Commerical Officer, respectively, effective September 6, 2022.

Capiter is the leading Egyptian company in the field of electronic commerce, specialising in serving merchants.

This decision was reportedly made because Mahmoud and Ahmed Noah, the company’s founding partners, have been shirking their responsibilities and have ignored repeated requests from the Board of Directors, shareholders, and investors to appear at the company’s headquarters ( during the company’s annual shareholder meeting) so that they can complete due diligence procedures in preparation for a possible merger with another entity over the past week.

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The Board of Directors has since appointed Maged Al-Ghazouli, Capiter’s Chief Financial Officer, to serve as interim CEO until Mahmoud and Ahmed Noah make a personal appearance before the Board, shareholders, and investors to address concerns from employees, suppliers, creditors, and other stakeholders, and to continue negotiations with the entity planned to merge with Capiter.

Allegations Of Missing $33 Million Funding

  • Employees of Kapiter who have taken to social media to spread the company’s news have accused the Noah brothers of absconding with $33 million — the value of the funding that Kapiter obtained from a group of investors — and using it to fund a vacation outside of Egypt. 
  • Kapiter secured $33 million in a seed fundraising round last September, including contributions from Kona Capital, MSA Capital, Savola, Shorouk Partners, Foundation Ventures, Accion Venturelab, and Derayah Ventures. A co-founder and managing partner at Kona Capital, Monica Brand Engel, remarked at the time that Kapiter’s funding round was one of the largest seed funding rounds for Egyptian startups ever, reflecting the great confidence of investors in the company. 

“When your tech firm is lucrative enough to entice investors from abroad. It’s analogous to how a hummingbird spreads pollen across several blossoms,” she said, at the time. 

  • This was the first step in Quona Capital’s investment in Egypt, where the firm said it found a friendly climate for financial technology owing to the efforts of the country’s president, government, Central Bank of Egypt, and Financial Supervisory Authority.
  • After receiving funding from Quona, MSA Capital, and Savola, the business reportedly ran into operational issues that resulted in some layoffs, prompting investors to look for a way to combine with another company. 
  • There have been rumours that founders Mahmoud Noah and his brother Ahmed Noah had left the country.
  • Before launching Capiter, Mahmoud Noah co-founded the smart ride-sharing company SWVL, a mass transit company based in Egypt that went global after striking a merger deal with the special purpose acquisition company Queens Gambit Growth Capital and listing its shares on the Nasdaq Stock Exchange in the United States and and expanding other countries in Europe and Latin America.
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The team at Capiter: Image credits: Capiter

A Look At What Capiter Does

Mahmoud Nouh and Ahmed Nouh founded Capiter in July 2020. Capiter, according to CEO Mahmoud Nouh, solves difficulties for suppliers and manufacturers in terms of reach and insights. Merchants can order products from FMCGs and wholesalers through Capiter, and the company will deliver them. Capiter also offers retailers fair pricing and matching procedures that allow them to see a wide choice of merchandise.

Read also Egyptian Ecommerce Startup Zeew Raises $630K In Seed Funding

Capiter’s platform supports over 12 different merchant categories, including mom-and-pop shops, hotels, restaurants, cafes, electronic stores, supermarkets, grocery stores, and catering organizations, all of which have their own unique solutions.

The company’s profits come from small margins on products purchased from manufacturers and sold to retailers. Then there are rebates for suppliers and commissions from merchants’ working capital. Capiter also makes money by providing market research and data services to manufacturers and fast-moving consumer goods companies.

Typically, B2B e-commerce platforms follow one of two models: asset-light or inventory-heavy. Capiter chose a hybrid model, according to Nouh, by making deliveries without owning any trucks in order to ensure scalability and inventory ownership, especially for high-turnover products, which helps the company with high availability and better pricing.

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Capiter claims that machine learning assists these manufacturers in gaining essential insights into the markets they service, the products they sell, and how they compete.

“We’re able to get the data from the products they buy. So we offer them the best solution on what they should sell, at what time and peak seasons, including when are the offerings happening. All of these are customized solutions that we offer,” said Mahmoud Nouh.

Capiter has a fleet of more than 400 vehicles, provides services through a network of more than 50,000 dealers, and offers more than 5,000 products through its platform, all while seeing an 11-fold growth rate annually.

The company’s personnel, as well as its offering of financial services through partnerships with banks and its hybrid model, are ways it distinguishes apart in a market crowded with companies like Fatura, Bosta, and MaxAB.

Capiter ecommerce founders Capiter ecommerce founders Capiter ecommerce founders

Charles Rapulu Udoh

Charles Rapulu Udoh is a Lagos-based lawyer, who has several years of experience working in Africa’s burgeoning tech startup industry. He has closed multi-million dollar deals bordering on venture capital, private equity, intellectual property (trademark, patent or design, etc.), mergers and acquisitions, in countries such as in the Delaware, New York, UK, Singapore, British Virgin Islands, South Africa, Nigeria etc. He’s also a corporate governance and cross-border data privacy and tax expert. 
As an award-winning writer and researcher, he is passionate about telling the African startup story, and is one of the continent’s pioneers in this regard. You can book a session and speak with him using the link: https://insightsbyexpert

China’s MSA Capital Again Leads $33m Funding Round In Egyptian Ecommerce Startup, Capiter

Capiter

MSA Capital expands its increasing presence in Egypt. After previously investing in Egyptian startups Homzmart, SWVL, Flextock, Nowpay, Cassbana, the China-based venture capital firm has led a $33 million Series A funding round in Cairo-based B2B e-commerce startup Capiter. Also joining the VC firm in the latest investment is Quona Capital, with Savola, Shorooq Partners, Foundation Ventures, Accion Venture Lab, and Derayah Ventures, participating.

Capiter intends to expand vertically (in terms of buyer type) and geographically within the next year as a result of the investment. Capiter, in particular, intends to expand its financial services offerings to include payments. The company also intends to expand into new verticals, such as agriculture and pharmaceuticals.

China Egypt ecommerce Capiter
The team at Capiter: Image credits: Capiter

Why The Investors Invested

Investment in MSA Capital was inspired by the traction the company has acquired over time. 

According to Mahmoud Nouh, Capiter’s co-founder, Capiter now has over 50,000 merchants and 1,000 sellers. Nouh also added that the company has provided up to 6,000 stock keep units, and is targeting an annualized revenue of $1 billion by next year.

Speaking more on the traction, Ahmed Nouh, one of Capiter’s founders said: “In terms of team members, we have a team of more than 1000 people at the moment, including in warehouses, delivery, etc. So we’ve seen good traction across all board,” he answered when asked about Capiter’s traction.

“Capiter’s embedded finance model, combined with its expertise and strong user engagement, can have a dramatic impact on the financial lives of SMEs, helping them optimize their income which helps communities to thrive,” said Quona co-founder and managing partner Monica Brand Engel in a statement. 

“SME supply chain inefficiencies are massive throughout the Middle East. We believe the key blocker is the lack of working capital in the system. Capiter has built an asset-light way to aggregate retailers and suppliers and facilitate credit into the system through a comprehensive multi-product offering such as commerce, credit financing, digital payments, bookkeeping and inventory management for SMEs, leveraging on the ecosystem built by the local banks and financial institutions.” adds Ben Harburg, partner at MSA Capital, a global VC that has invested in fintechs like Nubank and Klarna.

Read also:German VC Firm Makes A Rare African Entry, Leads $3.8m Pre-Seed In Nigerian Small Business Manager, Prospa

Quona Capital, the round’s co-lead investor, has a history of making B2B e-commerce bets, including Kenya’s Sokowatch. The investment in Capiter expands the firm’s portfolio in that area, as well as its growing presence in the MENA region, with Egypt being its first stop.

The investment is also strategic for some investors, including the Savola Group, which is the largest investor for FMCG products in the MENA region. Mahmoud Nouh said Savola Group will prove pivotal for Capiter’s scaling of its services to countries within the MENA region.

The previous experience of the co-founder is also helpful in attracting investors for Capiter. Co-founder, Ahmed Nouh, has worked in the shipping and logistics industry. He and Mahmoud are both serial business owners. Having worked in the mobility field as the co-founder and COO of Egyptian ride-hailing business SWVL, the latter’s story is well-known. The company, which is one of the few African startups breeding a tech mafia, recently announced a potential SPAC deal worth $1.5 billion. Another co-founder of the company, Ahmed Sabbah, is now the CEO of Telda, an early-stage finance startup.

A Look At What Capiter Does

Mahmoud Nouh and Ahmed Nouh founded Capiter in July 2020. Capiter, according to CEO Mahmoud Nouh, solves difficulties for suppliers and manufacturers in terms of reach and insights. Merchants can order products from FMCGs and wholesalers through Capiter, and the company will deliver them. Capiter also offers retailers fair pricing and matching procedures that allow them to see a wide choice of merchandise.

Read also:IBM Launches Digital4Agriculture Initiative For African Agritech Startups

Capiter’s platform supports over 12 different merchant categories, including mom-and-pop shops, hotels, restaurants, cafes, electronic stores, supermarkets, grocery stores, and catering organizations, all of which have their own unique solutions.

The company’s profits come from small margins on products purchased from manufacturers and sold to retailers. Then there are rebates for suppliers and commissions from merchants’ working capital. Capiter also makes money by providing market research and data services to manufacturers and fast-moving consumer goods companies.

Typically, B2B e-commerce platforms follow one of two models: asset-light or inventory-heavy. Capiter chose a hybrid model, according to Nouh, by making deliveries without owning any trucks in order to ensure scalability and inventory ownership, especially for high-turnover products, which helps the company with high availability and better pricing.

Read also:Revolutionalising Legal Practice With Technology

Capiter claims that machine learning assists these manufacturers in gaining essential insights into the markets they service, the products they sell, and how they compete.

“We’re able to get the data from the products they buy. So we offer them the best solution on what they should sell, at what time and peak seasons, including when are the offerings happening. All of these are customized solutions that we offer,” said Mahmoud Nouh.

The company’s personnel, as well as its offering of financial services through partnerships with banks and its hybrid model, are ways it distinguishes apart in a market crowded with companies like Fatura, Bosta, and MaxAB.

China Egyptian ecommerce Capiter China Egyptian ecommerce Capiter China Egyptian ecommerce Capiter

Charles Rapulu Udoh

Charles Rapulu Udoh is a Lagos-based lawyer who has advised startups across Africa on issues such as startup funding (Venture Capital, Debt financing, private equity, angel investing etc), taxation, strategies, etc. He also has special focus on the protection of business or brands’ intellectual property rights ( such as trademark, patent or design) across Africa and other foreign jurisdictions.
He is well versed on issues of ESG (sustainability), media and entertainment law, corporate finance and governance.
He is also an award-winning writer