Carthage

Carthage was originally founded as a colony of Phoenicia. Eventually, through treaties and expansion as well as by extending its trading alliances around the Mediterranean, Carthage grew into a power that rivaled Rome for supremacy. In the aftermath of losing the Third Punic War, the Romans destroyed Carthage, eventually refounding it as a Roman city.

Want to dive deeper?

Carthage (Wikipedia article)

Roman Carthage (Wikipedia article)