Mastercard Foundation, startup funder 54 Collective caught in Sh595m fight

54 Collective’s portfolio in Kenya includes Wingi, which specialises in custom brand packaging solutions, SME-focused buy-now-pay-later platform, Zanifu, digital healthcare platform Zuri Health, digital mental health platform, Wazi, and invoicing platform, Wareflow.

The row touching 54 Collective started with a rebrand. In August 2024, Founders Factory Africa (FFA) changed its name to 54 Collective, a move Mastercard Foundation, which provided the grant, did not approve of. The rebranding cost nearly $700,000 (about Sh90,477,945.87).

In its response to the rebranding expenditure allegation, 54 Collective admitted “oversight”, not wrongdoing. After initial denials, 54 Collective acknowledged mistakes regarding the rebranding costs, offering to repay the unauthorised rebrand spend.

The grant was strictly on a non-profit basis, and the Foundation was concerned that the new name contradicted the non-profit programmes and its for-profit partners, including a company called Utopia Capital.

The three people running FFA, the non-profit (now 54 Collective), were also running Utopia Capital, which raised conflict-of-interest concerns.

The main directors of 54 Collective include Bongani Sithole as CEO, Roo Rogers as Executive Chairman and CEO of Utopia, and Alina Truhina, formerly Chief Strategy Officer and also a director at Utopia. Other key figures include Sam Sturm as Chief Portfolio Officer and Thabiso Foto as CFO.

The final hearing is set for August 11.

By October, the Mastercard Foundation had launched a forensic audit, where it found even more red flags. Over 2,000 accounting entries were back-dated, making it hard to trace where the actual money went.

"AFV has not produced audited financial statements for the 2023 and 2024 fiscal years. For the 2023 fiscal year, AFV has submitted draft financial statements. According to AFV’s auditor, PricewaterhouseCoopers, South Africa (PwC),” the court documents read in part.

PwC attributes the adjusting journal entries to AFV’s inadequate adoption of the International Financial Reporting Standards for Small and Medium-Sized entities (IFRS), stemming from an apparent lack of financial competency within its financial function, and failing to account for transactions in separate books of accounts for different legal entities.

When Mastercard Foundation launched a full-on audit with Deloitte in December 2024, it uncovered sketchy financial moves, namely a $4.6 million transfer from AFV to FFA and thousands of journal entries made just before the review, contrary to grant management records and accounting.

Reportedly, $4.6 million was moved to one of the for-profit affiliates in separate tranches, and nearly $700,000 was spent on the rebrand itself.

When pressed for answers, the firm framed the $4.6 million transfer to its affiliate, Founders Factory Africa (FFA), as part of aligned operations, though these entities share leadership—raising concerns over conflict of interest per the Foundation’s audit
In January 2025, the Mastercard Foundation issued a 90-day notice to terminate the grant.

By the deadline, millions of dollars were still sitting in the non-profit's account. Instead of returning the money, 54 Collective entered business rescue, which is South Africa's bankruptcy protection.

However, the court deemed this move a “sham” and ruled it illegal, rejecting it as a tactic to withhold grant funds from Mastercard Foundation.

And it set aside $3.2 million (Sh413,438,372.62) from the grant to cover severance pay, property bills, and other costs, including fees for the bankruptcy itself. But even that raised further red flags as at least a million dollars of the wind-down costs could not still be accounted for.

“In December 2022, the Foundation and AFV had a written grant agreement, terms of which the Foundation was to provide total grant funding of $106,500,698 (Sh13,759,810,460.58) in a series of periodic tranches to AFV for exclusive use in specific charitable activities that further the Foundation’s charitable purposes,” the court documents read.

In May, Mastercard filed an urgent court application to freeze the studio's assets and officially shut it down.

54 Collective has not contested the court’s provisional liquidation ruling, though its separate $40 million(Sh5.16billion) fund reportedly remains active. Statements suggest ‘insolvency’, not intentional fraud, as the guiding rationale behind its dissolution.

If the liquidation decision is upheld, it will close the book on 54 Collective as a legal entity. Creditors, including the MasterCard Foundation, are now seeking to recover what’s left.