Disclosures & Risk Warning

Who we are and regulatory status

Africa Markets Inc. is a Delaware corporation. Africa Markets is a private markets platform in development; it is operated in partnership with Capital Engine®, which provides the underlying technology.

• The live primary-raise and secondary-trading platform has not launched. Africa Markets does not currently operate an exchange, an over-the-counter trading facility or any other market in securities.
• Africa Markets is not itself licensed as a financial services provider. In South Africa, regulated financial services connected with the platform are intended to be provided through Capital Engine Securities, an authorised financial services provider registered with the Financial Sector Conduct Authority (FSP No. 47750). In the United States, investor access and placements are intended to be provided through Mallory Capital Group, an SEC-registered, FINRA-member broker-dealer.
• Before trading functionality goes live, the platform will hold, or operate through partners holding, the authorisations required in each jurisdiction it serves, and those details will be published on this page.

Pre-registration and investor accounts do not create a client relationship with any of these entities.

The trading demonstration

The trading area of the website demonstrates the call-auction technology the platform will use. It is not a market.

• No real orders are placed, no securities are transferred and no money changes hands.
• Demonstration securities may carry the names and logos of real companies so the demonstration is recognisable. They are not shares in those companies, those companies are not listed or traded on Africa Markets, and nothing implies any relationship with them.
• Prices, "last prices", trades and auction results — including those shown in the product preview on the home page — are produced by the demonstration. They are not valuations of the companies concerned and not prices at which any security could be bought or sold.

The seed round

The seed round page describes an intended private financing of Africa Markets Inc. by way of a SAFE (simple agreement for future equity).

• Nothing on that page or elsewhere on this website is an offer to sell, or a solicitation of an offer to buy, any security. An offer will be made only to eligible investors, only through definitive transaction documents, and only in jurisdictions and in a manner where it is lawful.
• The securities have not been registered under the US Securities Act of 1933 or the securities laws of any state or other jurisdiction, and will be offered only in reliance on an available exemption. They are not, and will not be, offered to the public in South Africa as contemplated in the Companies Act, 2008.
• Financial projections, revenue models, market sizes and use-of-funds figures are forward-looking and illustrative. They are based on assumptions that may not prove correct, and actual results may differ materially. Africa Markets undertakes no obligation to update them.
• A SAFE is not equity. It converts to shares only on a future financing or liquidity event that may never happen; it carries no voting or dividend rights before conversion; its value depends on the terms of that future event; and it is highly illiquid and generally cannot be transferred.

No advice, no offer

Nothing on this website constitutes:

• financial, investment, legal, accounting or tax advice, or "advice" or an "intermediary service" under the Financial Advisory and Intermediary Services Act, 2002 (FAIS);
• an offer to the public of securities as contemplated in the Companies Act, 2008;
• an offer, solicitation or recommendation to buy, sell or hold any security, or to participate in any transaction;
• a collective investment scheme under the Collective Investment Schemes Control Act, 2002.

Investors must rely on their own examination of any issuer and the terms of any offering, including the merits and risks involved, and should consult their own advisers.

Key risks of investing in private companies

• Loss of capital. Private-company securities, including early-stage companies such as Africa Markets itself, are speculative. You may lose your entire investment.
• Illiquidity. Securities of private companies are not publicly traded. There may be no market, or only a limited market, in which to sell them, and secondary trades depend on a willing counterparty and the issuer's transfer rules.
• Valuation uncertainty. Prices, valuations and market-data figures may be derived from the last funding round or third-party estimates, and may not reflect the value at which a transaction could be executed.
• Limited disclosure. Private companies are not subject to the continuous-disclosure requirements of listed companies; information may be incomplete, unaudited or out of date.
• Dilution and structure. Later financing rounds, preference rights and conversion terms can reduce the value of an earlier investment.
• Currency and country risk. Investments across African jurisdictions carry exchange-control, currency, political and legal-enforcement risk.
• Execution risk. The platform may not launch, may launch later or in a different form than described, or may not obtain the authorisations it needs.
• Past performance is not an indication of future results.

Illustrative content

Company information on the home page (Africa's unicorns, their sectors and valuations) is drawn from public reporting — principally Afridigest's list of African unicorns — and reflects the last publicly reported funding round, which may not represent current value. These companies are shown as market context. The sample portfolio values, returns and charts in product previews, and the macro-economic statistics, are illustrative and do not represent transactions executed on Africa Markets.

Third-party data and links

Market intelligence, news, deal and company information may be sourced from third parties (for example StreetZero and public reporting). We do not verify third-party content and accept no responsibility for its accuracy.

Conflicts of interest

Africa Markets is operated in partnership with Capital Engine®, which provides the underlying technology and may earn fees from platform activity. Capital Engine Securities and Mallory Capital Group are part of, or associated with, the Capital Engine group and may earn fees for services connected with the platform or the seed round. When the platform launches, our conflicts-of-interest policy and fee schedule will be published here.

Complaints

If you have a complaint about this website, your account or our early-access programme, email [email protected]. Once the platform is live, we will publish the FAIS-compliant complaints procedure of the relevant licensed provider and the details of the applicable ombud.