Frequently asked questions, answered straight

Capitalez connects growing companies with investors through equity participation offers and convertible instruments. Under CVM Resolution 88, public offers must be intermediated by a platform registered with the CVM. The site provides educational material and, depending on its operational stage, offer information and follow-up channels.

In an equity participation, the investor acquires a stake in the company, with rights defined by the instrument, the company's legal form and the agreement. A convertible instrument represents debt that may be converted into equity under the contractual conditions; before then, it grants no shareholder rights. Each offer sets out the specific risks and rules for both models.

Capitalez's remuneration and any costs for investors and issuers must be presented in the proposal and the official documents for each offer, with their criteria and conditions. Any conflicts of interest must also be highlighted in the essential offer information. Do not assume that there are no charges: check for fixed, success, performance or other fees, where applicable.

Intermediation of public offers under CVM Resolution 88 is reserved for platforms registered with the CVM. Capitalez can only conduct this activity after completing its registration. Exemption from offer registration does not mean prior analysis or approval by the CVM. The regulator's public list allows investors to check registered platforms, without inventing a registration number that has not been confirmed.

The review checks whether the company qualifies as a small business, its documents, risks and the other requirements of the offer and the platform. A growing company can present its case, but that does not guarantee acceptance or approval. Commercial conditions and the timeline should only be considered confirmed in the proposal and official documents.

Under CVM Resolution 88, the sum of fundraising amounts in the same calendar year cannot exceed R$ 15 million, including earlier offers through the same or another platform. Each offer can last up to 180 days. For a partial offer, the minimum target must be at least two-thirds of the maximum target. The specific amount and targets appear in the essential offer information.

The cycle depends on the review, document structuring, outstanding issues and the timeline presented in the proposal. In this regime, the offer itself has a duration defined before it starts and cannot exceed 180 days. An approval or fundraising date should not be assumed before these stages are complete.

The journey may include document organization, promotion and support for information channels. Advertising for a specific offer has content limits, must direct investors to the essential information and be identified as sponsored content, without promising returns. After the offer, contracted periodic information has a minimum semi-annual frequency while applicable. If the issuer fails to provide it and does not cure the omission within 15 days, it becomes informationally defaulting and enters a public list; the platform publishes the information received within the regulatory deadlines.

The model provides access to growing Brazilian companies outside the stock exchange and lets investors take part in businesses from different sectors instead of concentrating everything in one asset. The platform gives all investors the same information about the dossier, risks, use of capital and track record, and each decision is made at the investor's own pace, without pressure. Costs and conflicts must appear in the offer documents. These possibilities do not promise returns or guarantee that an investment is suitable for you.

Read the entire dossier and check the instrument, minimum investment, percentage offered and use of capital. Understand the conversion, governance and exit clauses, and consider how long you can keep the money invested: your time horizon must accommodate the absence of redemption or guaranteed liquidity. Compare past results with the projections, treating assumptions as assumptions and asking what happens if they do not materialize. Use the channel with the issuer to resolve questions before signing.

In addition to qualifying as a small business company, the review considers whether it is a company incorporated in Brazil, with regular corporate documents, and its accounting is up to date. Its business activity must be evidenced by ongoing activity, such as customers or contracts, and supported by results from previous financial years, grounded projections and a defined use of capital. An established executive board and an organized corporate structure also help assess execution capacity. Meeting these points does not guarantee acceptance or approval.

The financial review compares revenue, margin, cash generation and debt with verifiable information. The commercial review considers the market, competitors, barriers to entry and the company's position. It also assesses the team, what has already been delivered and the capacity to execute the plan. For the use of capital, the amount, its application, the expected time to produce results and the effects of a change of plan matter. This work does not eliminate risks or guarantee that the offer will be published.

In addition to platform remuneration, signature, accounts, bookkeeping, ownership records and any custody may have different conditions and responsible parties; check the documents without assuming there are no charges. The offer must provide equitable information to its intended investors, and its advertising has limited content and directs readers to the essential information, without personalized recommendations. Material changes follow their own communication and possible revocation rules. Commercial conditions should only be considered confirmed in the proposal and official documents.

With equity participation, voting, meeting and information rights depend on the instrument, the company's legal form, the law and the agreement. With a convertible instrument, the investor starts as a creditor, subject to credit risk, and the agreement defines the event, deadline, formula and method of conversion, as well as possible dilution. If conversion does not occur, the agreement may provide for repayment, mandatory conversion or an extension of the deadline. The issuer generally defines the offer model; the investor chooses between different offers, always without guaranteed liquidity or results.

Its mission is to connect growing Brazilian companies and investors with documents, risks and conditions presented before signing. As an intermediary, Capitalez does not own the money or the company: it organizes decision-making for both sides with the same data available to everyone. Its vision is to make access to capital more predictable and enable investors to decide through information, without pressure. This describes the platform's method, not a promise about company performance.

Curation starts with diagnosis, moves through commercial and financial analysis and reaches the committee, which deliberates in a recorded session: it may proceed, impose conditions or decline, with written feedback to the company after a refusal. The Analysis and Risk Department examines operations and projections; the Curation Committee records decisions and conditions; Company Relations follows the issuer and its reports; Operations and Compliance handles registrations, documents and requirements. Compliance acts independently from the commercial area, and conflicts of interest are declared and recorded before the review.

The completion date of the registration process depends on a third party and should not be assumed. Each round's opening is published on the corresponding offer, and people who register their interest may receive email notices about relevant developments, with no promise of frequency or advance notice. The CVM maintains a public list of registered alternative investments platforms, with CNPJ and registration code. That list is where Capitalez's authorization can be confirmed when the process ends, without assuming a number before official confirmation.