Skip to content

Complete Alternative Investments Guide

The CVM 88 essentials before you invest.The CVM 88 essentials before you invest.

Guide Contents

Introduction
Role in the Real Economy
How an RCVM 88 Public Offering Works
Modalities: Debt vs. Equity
Guide Contents

Poupz Educa: Official Didactic Material

1

Introduction

Official Poupz Capital guide required by article 29 of CVM Resolution 88/2022, explaining Alternative Investment offerings.The CVM 88 essentials before you invest.

Essential Reading Before Investing
We strongly recommend reading this entire guide before confirming your first investment on Poupz Capital, especially the sections covering annual investment limits, the mandatory withdrawal period, and principal risk factors.Read the caps, the 5-day withdrawal right, and the risks first.
2

Role in the Real Economy

CVM 88 connects your capital to smaller companies with less bank intermediation.Direct capital for companies, real estate, agribusiness, and credit.

Efficient Disintermediation

Direct connection between investors and productive businesses with potentially superior risk-adjusted returns.From saver to company, directly.

Productive Capital

Proceeds directed toward operational expansion, technology, construction, and agribusiness chains.Expansion, construction, technology, and agribusiness.

Portfolio Diversification

Exposure to private assets with low correlation to daily public stock market volatility.Assets outside daily stock swings.

3

How an RCVM 88 Public Offering Works

Every Poupz Capital offering follows CVM Resolution 88/2022, with the same information for every investor.Four steps, from the file to issuance.

  1. 01

    Curation & Due Diligence

    Poupz Capital verifies the corporate, tax, legal, and financial eligibility of the issuing company and approves the Essential Offering Information package.Corporate, tax, legal, and financial checks.

  2. 02

    Public Offering Launch

    The round opens on the platform for up to 180 days, clearly stating the maximum target volume and the minimum target (at least 2/3 of the maximum).Up to 180 days. Minimum target of at least 2/3.

  3. 03

    Reservation & Segregated Account

    The investor electronically signs the Risk Awareness Agreement and transfers funds to a segregated settlement account completely isolated from the platform's equity.Risk term signed. Money in a segregated account.

  4. 04

    Closing & Issuance

    Once the minimum target is reached and the withdrawal window expires, securities are issued and funds are released to the issuer. If the minimum target is not met, 100% of committed funds are refunded.Minimum met: securities are issued. If not, 100% is returned.

4

Modalities: Debt vs. Equity

Equity is ownership. CRI, CRA, and CR are credit, with different terms and collateral.Equity is ownership. CRI, CRA, and CR are credit.

FeatureCorporate EquityDebt & Securitization (CRI/CRA/CR)
Investor PositionShareholder (or holder of convertible equity instrument)Creditor entitled to scheduled interest and principal amortization
Return DriverValuation growth (Exit/M&A) and future dividend distributionsFixed rate, CDI + spread, or IPCA + spread
Typical HorizonLong term (typically 4 to 7 years)Short to medium term (typically 12 to 48 months)
Typical ProtectionsCorporate covenants (Tag Along, governance, conversion rights)Fiduciary lien, receivables assignment, pledge, or corporate surety
5

Structured Instruments on Poupz Capital

Poupz Capital distributes Equity, CRI, CRA, and CR under the statute for each security.Four securities. Different rules and tax.

Corporate Equity

Direct shares, quotas, or convertible notes in expanding companies with gross annual revenue up to R$ 40 million.Shares or a convertible note. Issuer revenue up to R$ 40 million.

Real Estate (CRI)

Real Estate Receivables Certificates (Law 9,514/97) backed by property cash flows, exempt from Income Tax for resident individuals.Real-estate fixed income. Income tax exempt for individuals.

Agribusiness (CRA)

Agribusiness Receivables Certificates (Law 11,076/04) financing agricultural value chains, exempt from Income Tax for resident individuals.Agribusiness fixed income. Income tax exempt for individuals.

Structured Notes (CR)

Receivables Certificates (Law 14,430/22) and multi-sector corporate debt under Brazil's regressive fixed-income tax table.Corporate credit. Regressive income-tax table.

6

Investor Classifications

CVM categories set each investor’s annual cap.Your annual cap depends on your profile.

  • Retail Investor (General): Individuals or legal entities with gross annual income and financial investments below R$ 200,000.00.General: income and investments up to R$ 200,000.
  • Expanded Income or Net Worth Investor: Individuals or legal entities whose gross annual income or financial investments exceed R$ 200,000.00 (up to R$ 1,000,000.00).Expanded: income or assets above R$ 200,000.
  • Qualified Investor (CVM Resolution 30): Individuals or legal entities holding financial investments above R$ 1,000,000.00 (upon signed declaration), holders of CVM-recognized certifications, and professional institutional investors.Qualified: above R$ 1 million, or a certification.
7

Annual Investment Limits (Art. 4 RCVM 88)

Article 4 of CVM 88 adds up the year’s investments and applies your profile cap.Article 4 annual cap, by profile.

Investor TierGlobal Annual Cap (Calendar Year)Required Statutory Declaration
Retail InvestorUp to R$ 20,000.00 per yearAnnex C of CVM Resolution 88
Income or Financial Assets > R$ 200,000.00Up to 10% of the greater of gross annual income or financial assetsAnnex B of CVM Resolution 88
Qualified Investor (> R$ 1 million)No regulatory annual capAnnex A of CVM Resolution 88
8

Investor Rights & Protections

CVM 88 provides a withdrawal right, a segregated account, the information pack, and a public forum.Withdrawal, segregated account, and information first.

  • Unconditional Withdrawal Right: A minimum period of 5 (five) business days following subscription confirmation to cancel the investment with zero fees or penalties.5 business days to withdraw, with no reason required.
  • Segregated Settlement Custody: Transferred funds remain held in a segregated account isolated from the platform's balance sheet until successful offering completion.The money stays in a segregated account.
  • Essential Offering Information Package: Full prior access to the standardized summary sheet, legal contracts, financial statements, and risk disclosures.You read the information pack first.
  • Public Electronic Q&A Forum: Official channel inside each offering page where all questions and issuer responses remain visible to every investor.Questions and answers stay public on the offering.
9

Eligible Issuing Companies

Only a Brazilian company inside the CVM 88 revenue and offering caps can raise.Who can raise, and the cap.

  • Gross annual revenue of up to R$ 40,000,000.00 in the fiscal year prior to the offering (and up to R$ 80 million when part of an economic group).Annual revenue up to R$ 40 million.
  • Not registered as a Category A or B public reporting issuer with the CVM.Not a category A or B public company.
  • Compliance with the maximum fundraising cap of R$ 15,000,000.00 per calendar year.At most R$ 15 million per year.
  • Allocation of proceeds exclusively to productive business activities (prohibiting M&A acquisitions of other companies or lending to third parties).Funds go to the business, not to buying another company.
10

Post-Offering Reporting & Monitoring

After the offer, the issuer reports performance. Poupz Capital publishes closed offers and defaults.Issuer reports and the transparency portal.

11

Fee Structure & Remuneration Policy

Investors pay no account or custody fee. Issuers pay structuring and a success fee, always disclosed in the pack.No account fee. Offering fees are in the pack.

  • For Investors: Zero account opening, maintenance, or monthly custody fees.Investor: no account or custody fee.
  • For Issuing Companies: Pre-offering structuring/diligence fee and a success-based distribution fee calculated as a percentage of the volume raised when the minimum target is achieved.Issuer: structuring and a success fee.
  • Any specific administration or performance fees applicable to a structured vehicle are explicitly disclosed in the Essential Offering Information.Any other fee only if it is in the pack.
12

Principal Risk Factors

You can lose capital, liquidity is low, and there is no FGC cover. CVM does not review the offer beforehand.Loss, low liquidity, no FGC. CVM does not review it first.

  • Potential Partial or Total Loss of Capital: Business execution failure or issuer insolvency may result in loss of the invested principal.You can lose part or all of the money.
  • Low Secondary Liquidity: There is no high-liquidity public secondary exchange; investors should plan to hold securities until maturity or a liquidity event.There is no easy exit.
  • Absence of FGC Guarantee: Distributed securities are not bank deposits and are not covered by the Brazilian Credit Guarantee Fund (FGC).No FGC guarantee.
  • Automatic Exemption from CVM Registration: Offerings are exempt from prior CVM examination and do not imply CVM endorsement of the issuer's quality or information accuracy.CVM does not review the offer first.
13

Technical Investor Glossary

Terms used in Poupz Capital offerings.Offering terms, in one line.

Fiduciary Lien (Alienação Fiduciária)Real collateral structure in which the debtor transfers conditional ownership of an asset (property, equipment, or receivables) to the creditor until full repayment.The asset is held in the creditor’s name until the debt is paid.
AmortizationScheduled partial or full repayment of the principal amount invested in a debt security.Repayment of principal over the life of the security.
Cap TableCapitalization table showing the percentage ownership breakdown among founders and investors in a company.Who owns each share of the company.
CDI (Interbank Deposit Certificate)Primary floating-rate benchmark for Brazilian fixed-income instruments, closely tracking the Central Bank Selic rate.Brazil’s fixed-income reference rate, close to the policy rate.
Fiduciary Assignment of ReceivablesCollateral mechanism routing future contract or invoice payments into a lockbox account to secure investor payments.Future receivables pledged as collateral.
Segregated AccountPayment or escrow account legally separated from the platform's corporate balance sheet where investor funds are held during an offering.An account kept apart from the platform’s own assets.
CovenantsContractual obligations assumed by the issuing company (such as leverage caps or reporting deadlines) to protect investors.Issuer promises, such as a debt limit.
CPR-F (Financial Rural Product Note)Security representing a cash payment obligation linked to agricultural production, widely used to back CRAs.A payment note tied to farm production.
CRAAgribusiness Receivables Certificate (Law 11,076/04), a fixed-income security backed by agribusiness credit rights and tax-exempt for resident individuals.Agribusiness security. Income tax exempt for individuals.
CRIReal Estate Receivables Certificate (Law 9,514/97), a fixed-income security backed by real estate credit rights and tax-exempt for resident individuals.Real-estate security. Income tax exempt for individuals.
CR (Receivables Certificate)Securitization instrument governed by Law 14,430/22 enabling credit rights from any economic sector to be packaged into fixed-income securities.A security that packages company receivables.
Due DiligenceLegal, accounting, tax, credit, and reputational audit conducted prior to launching a public offering.Legal, accounting, and tax audit before the offer.
Withdrawal RightStatutory guarantee under RCVM 88 granting investors at least 5 business days after subscription confirmation to cancel without penalty.Up to 5 business days to withdraw, under CVM 88.
Corporate EquityAn Alternative Investments modality focused on acquiring equity shares or convertible securities in high-growth companies.Buying ownership, or a note that can become equity.
Exit (Liquidity Event)Event allowing equity investors to realize capital gains, such as an M&A sale, share buyback, or public listing.Sale of the company or the shares, when the gain is realized.
FGC (Credit Guarantee Fund)Private entity insuring traditional bank deposits in Brazil; does not cover capital market securities (RCVM 88, CRI, CRA, CR).Covers bank deposits. It does not cover these securities.
Lead InvestorExperienced investor participating in syndicated offerings to support thesis evaluation and post-investment governance.An experienced investor who supports the offer review.
Qualified InvestorIndividual or entity holding over R$ 1 million in financial investments or CVM-recognized professional certification.More than R$ 1 million invested, or a certification.
IPCABrazil's official Broad National Consumer Price Index (inflation benchmark) calculated by IBGE.Brazil’s official inflation index.
Underlying Backing (Lastro)Set of credit rights, contracts, or tangible assets providing financial backing to a securitized instrument.The credits or assets that support the security.
Essential Offering InformationMandatory CVM-standardized document summarizing the financial terms, use of proceeds, governance, and risks of an offering.The CVM sheet with terms, use of funds, and risks.
Convertible Note (Mútuo Conversível)Investment contract granting the holder the right to convert principal and accrued interest into corporate equity under predefined rules.A loan that can convert into company ownership.
Commercial Note (Nota Comercial)Corporate debt security governed by Law No. 14,195/2021 designed for agile capital raising by limited liability companies or corporations.Corporate debt under Law 14,195/2021.
Ring-Fenced Estate (Patrimônio Separado)Fiduciary legal separation isolating the assets and cash flows backing a CRI, CRA, or CR from the securitizer's general balance sheet.The security’s receivables stay apart from the issuer.
PEIPElectronic Participative Investment Platform authorized to conduct public offerings under CVM Resolution No. 88/2022.A platform authorized to run these offerings.
CVM Resolution No. 88/2022Regulatory standard issued by the Brazilian Securities and Exchange Commission governing Alternative Investment offerings up to R$ 15 million per year.The CVM rule for Alternative Investment offerings.
OvercollateralizationCredit enhancement where the value of assigned receivables exceeds the issued debt balance, creating a protective buffer.The collateral is worth more than the debt issued.
SuitabilityRegulatory verification matching investment products to an investor's risk tolerance and financial capacity.A check that the offer fits your profile and your cap.
Tag AlongMinority shareholder protection guaranteeing the right to sell shares on the same terms if controlling ownership is sold.Minority holders can sell if control is sold.
ValuationEconomic valuation estimating a company's enterprise value before (Pre-Money) or after (Post-Money) an investment round.An estimate of the company’s value before and after the round.