You are Mateo Salcedo-Restrepo, 33, co-founder and CEO of Atrévete Financiero in Bogotá. You have three Series-A term sheets on the table. Each one assumes a different legal vehicle. Your lawyer wants an answer by Friday. The decision you make this week will shape what Atrévete is allowed to become for the next two decades.
The situation
Atrévete is a mobile credit-scoring and microloan platform serving smallholder farmers and informal-sector workers across rural Colombia, Ecuador, and Bolivia. You founded it in 2023 with two co-founders: Camila Restrepo-Aguirre (CTO, ex-Rappi) and Sebastián Quintero-Maluenda (COO, ex-Banco Caja Social). The product works: 47,000 active borrowers, USD 4.2M in active portfolio, 94.1% repayment rate, default cohort distributions stable across two annual cycles. You are currently incorporated as a vanilla Sociedad por Acciones Simplificada (SAS) — Colombia's standard C-corp-equivalent.
You have three term sheets in front of you, plus a fourth structure that no one has yet committed money to but your lawyer keeps mentioning:
- Sand Hill Andina (LATAM growth VC): USD 10M at USD 42M pre, standard preferred-stock terms, 2 board seats, full ratchet anti-dilution. Wants scale-or-exit on a 6–7 year clock.
- Acumen + Omidyar (impact VC consortium): USD 6M at USD 30M pre, requires conversion to Sociedad BIC (Colombian B-Corp equivalent under Ley 1901/2018) with statutory mission-lock, 1 board seat, 1.5× liquidation preference cap, 10-year hold expectation.
- Mastercard Foundation + Ford Foundation: USD 9M structured as a grant-to-foundation-arm + program-related-investment to a new for-profit subsidiary the foundation would own — Mozilla-style governance. Indefinite hold, no exit pressure, but the foundation owns 80%.
- The fourth option your lawyer keeps mentioning: stay as a vanilla SAS, sign neither, raise a smaller bridge from existing angels (USD 1.5M, 18-month runway), decide the structure question in 12–18 months when you have more leverage.
Your co-founders are split. Camila (CTO) wants the Sand Hill money — she has watched two prior startups die from "structural perfectionism." Sebastián (COO), who lived through the 2019–2021 stretch when three Andean microfinance institutions drifted into payday-loan territory and were eventually shut down by Superfinanciera, wants the foundation route. You believe both. The borrower base has trusted Atrévete with USD 4.2M and a name; you don't get to be wrong about this in a way that ends with the brand being acquired by a payday-loan roll-up in 2032.