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Founder Liquidity in Brazil

Funding the next generation of Multipliers™

BRAZIL RESEARCH

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Letter from Cesar Carvalho

Chairman, Endeavor Brazil

For every entrepreneur who wants control and optionality over their journey.

“When Endeavor came to Brazil 25 years ago, the word ‘liquidity’ didn’t exactly light up a room. In fact, you couldn’t even say “exit” without people thinking you were giving up.

But we knew better. At Endeavor, we’ve always believed that a liquidity event isn’t the end of the journey. It’s the beginning of a new one.

It’s the moment when value turns into capital, energy and time for new ambitions. When founders become funders, LPs, Board members, and (often) restart their journeys… That’s the magic of the Multiplier Effect™.

Of course, getting to this point has never been easy. For years, we heard that liquidity and IPOs were a distant dream for Latin America.

Time has proven otherwise. Generational companies have been built, public and private. They are experiencing astronomical growth. So we say proudly, IPOs are already a reality.

But here’s what experience (and data) is telling us: IPO is not the only path.

In fact, this new research from Endeavor shows some of the best founders we know are getting liquidity through many alternative routes: M&As… or even secondaries.

Many love a bell-ringing moment. But what Endeavor loves even more is seeing entrepreneurs and companies having control and optionality over their journey.

We truly hope this project inspires you to build a journey that makes you proud: in your terms, in your time, and with a network of trust by your side.

The video series of Founder Liquidity in Brazil will launch in the Brazilian spring, 2025.

We asked ten entrepreneurs from the Endeavor network to share their liquidity stories.

They told us how wisely they created their paths – from IPOs, to M&A and secondaries – that enabled them to pursue personal projects, spark their own Multiplier Effect™, and honor the commitments made with their investors and teams.

What We’re Seeing

We conducted a national survey with 118 tech founders, most of them from the Endeavor network, to understand their expectations and experiences with liquidity events.

Secondary sales are now the most common path founders are planning for in the short term, and M&As are projected to occur steadily over the next 3 to 5 years. Founders expect U.S. IPOs to start in 2028 and beyond, while in Brazil/B3, most founders see them as a post-2030 possibility, if at all.

Brazil is now entering its fourth consecutive year without a single IPO. After a historic boom in 2021 — when 45 companies went public on B3, raising R$127 billion (≈US$24 billion) — new listings have been postponed due to high interest rates, currency volatility, and political uncertainty. Most entrepreneurs and investors we spoke with pointed to three key signals to watch:

• Clarity on Brazil’s long-term macro outlook, especially after the 2026 elections

• A more favorable dollar exchange rate, improving the economics of locally denominated businesses

• Lower interest rates, increasing investors’ appetite for riskier assets

Meanwhile, the U.S. IPO market is showing signs of recovery, but remains highly selective. As of August 5, 2025, there have been 189 IPOs in the U.S. — up 80% from the same period in 2024. Still, investors are favoring large companies with strong growth, solid governance, and a clear path to profitability.

So far, we see M&As and secondaries providing significantly earlier liquidity than IPOs — often 5 to 9 years sooner in a company’s lifetime. Based on a sample of 35 companies from the Endeavor Network that went through liquidity events, a study by Peers Consulting revealed that IPOs in Brazil (B3) took an average of 17.2 years from founding, while U.S. IPOs happened at 14.3 years. M&A deals occurred after 11.9 years, and secondaries 8.4 years on average.

When economies turn down, entrepreneurs turn up!

With the fundraising environment now tougher, more selective, and more conditional than during the 2019–2021 cycle, IPOs are no longer viewed as the dominant path. Instead, M&As and secondaries have emerged as the most viable options in the short and medium term.

Downturns often fuel the emergence of the next generation of great companies. That’s a pattern we’ve seen time and again. As Endeavor Catalyst notes, 2024 brought a global rebound in liquidity, after 16 months of limited opportunities for venture-backed founders to realize returns. Secondary sales now represent a growing share of Catalyst’s portfolio liquidity events, such as Insider’s secondary allocation of its US$500 million Series E with General Atlantic.

In Brazil, we can see plenty of capital showing recently, from ClearSale’s US$350 million acquisition by Experian, to Conta Azul’s US$300 million deal with Visma, to Contabilizei’s recent secondary with Warburg Pincus.

Endeavor Entrepreneurs Unlocking New Paths for Liquidity

Notable deals from the past 12 months show M&As and secondaries are rebounding founder liquidity — and could fuel Brazil’s next wave of growth.

Contabilizei Warburg Pincus
US$125M secondary sale, realizing value while preserving the company’s independence.

ClearSale’s Experian
US$350 million deal, scaling a local leader into a global platform.

Conta Azul’s Visma
US$300 million partnership brought European capital and product power to Brazil’s cloud ERP market.

The Rise of Founder-Led Secondaries

Secondary conversations used to begin with a cautionary note. The 2020–2021 era — marked by oversized early payouts and sometimes quickly disengaged founders — still lingers in some investor memories. But when handled with transparency and alignment, secondaries can keep founders in the game, with the confidence to double down on what comes next.

For Pedro Mac at QI Tech, secondaries have been present in every funding round — from Series A to unicorn status. Bootstrapped for the first years, he saw them as a way to bring balance to the founder’s life without losing focus on growth.

In fact, in Brazil, the new wave of secondaries will rarely be about exits. Only 5% of founders in our survey cited succession or exit planning as motivations for their next secondary — compared to 77.5% who mentioned personal wealth planning, and 32.5% who pointed to family considerations.

At Creditas, Sergio Furio treats secondaries as a healthy strategy to keep teams motivated and rotate ownership of early investors. Since the company’s Series B, seven years in, he’s used oversubscribed rounds to quietly offer liquidity to early investors and team with something vested (the amounts were small in corporate terms, but engaging for the people receiving them).

Several founders told us the same: they treat secondaries as part of their business and fundraising strategy. In larger rounds, secondaries can be structured opportunistically, sometimes serving as a counterbalance to excess primary capital. By putting the topic on the table early in investor conversations, they kept expectations clear and avoided friction later on.

Most previous secondaries in Brazil happened between Series A and Series C, when companies are mature enough to attract demand but still years away from a potential IPO or M&A. In fact, many IPO and IPO‑track founders have used secondaries to keep skin in the game, especially as the journey to going public continues to lengthen.

In the end, the best secondary transactions happen when both the entrepreneur and the company are ready. When the company is mature, profitable, and attracting strong investor demand, a secondary can be structured alongside a primary raise, bring in new strategic partners, clean up the cap table, or even remove misaligned investors as part of pre‑IPO strategy.

Hitting the Sweet Spot for M&As

In Brazil, we see M&As happening at or before Series B, when valuations are still considered viable and buyer pools are larger. By Series C, the price expectations rise sharply, and the number of strategic buyers drops — as Paulo Veras states, it leaves some companies “too big to be acquired, too small to IPO”.

We are confident that late-stage M&As can deliver valuations comparable to, and in some cases better, than an IPO listing. Global‑scale acquisitions like Pismo’s and 99’s show the outcome when a company is world‑class from day one. To spark the interest from a big buyer, a company needs technology backed by clear proprietary IP, a product that can integrate into the acquirer’s priorities, and a thesis with cross‑border potential.

Because of this dynamic, many of the most iconic M&As in Brazil were closed at the very edge of the market window. As Paulo Veras put it: “The psychology of liquidity can be cruel — the more you grow, the fewer options you have”.

Eric Santos and Guilherme Lopes, co-founders of RD Station, had both an IPO track and an M&A track running in parallel. It was a noisy market, with strategic buyers, private equity funds, and bankers all proposing a path forward. A new dialogue with TOTVS kept getting more interesting. What began as a casual conversation about a potential partnership evolved into one of Brazil’s largest software acquisitions, a US$360 million all‑cash deal.

But the best deals are also about fit. The rules of the partnership (autonomy, governance, and the ability to continue building) can define whether a deal becomes a launchpad or a dead end. Cultural alignment, founder roles, and decision‑making autonomy post‑deal often matter as much as the price. When those terms aren’t part of the negotiation, operational friction is almost inevitable, and founder departures tend to happen more quickly.

That’s why, before pursuing an M&A, the founder needs to be clear on two fronts: whether they still want to lead the company, or whether it’s time to start planning for a leadership transition — and how that transition would take place.

Emerging‑market champions, once scaled, are also making acquisitions of their own. Kovi’s 2025 acquisition by Nigeria’s Moove illustrates what happens when two emerging‑market founders see more value in joining forces than going it alone. Both Endeavor Entrepreneurs, what began as an informal conversation about mobility and autonomous vehicles led to a match: Moove wanted a foothold in Latin America, and Kovi wanted the scale and capital structure to compete in deeper global pools.

Although a share swap with a small secondary — a reminder that not all M&As are liquidity events — it served as a means to an end. Staying on as CEO, Adhemar now leads Kovi as Moove’s Latin America arm, while taking a seat on the board of a larger company operating in over 15 countries.

IPOs: Building a Company to Last

IPO is the red‑letter day on the exchange floor, and also one of the most demanding undertakings a founder will ever face.

We asked entrepreneurs which liquidity path aligns most with their personal values: 32.2% named the IPO. We see both founders and investors approach this event with more maturity: it’s seen as a capitalization strategy with many operational and cultural demands. Not the end of the journey, a guaranteed outcome, nor the fastest route to liquidity.

A secondary or M&A can be a simpler, more accessible path to achieve cash. But an IPO may be the only path that combines liquidity with the potential to keep compounding growth over the long term.

Mercado Livre’s post-IPO journey is the textbook case. Its most significant leaps in the public market happened more than a decade after its 2007 IPO. While the stock performance might be more mixed for recently listed companies from the 2020-2021 window, this is not an indication that their best days aren’t yet to come. As Stelleo puts it, “What makes me most proud is what we did after the IPO.”

Founders who’ve been through it stress the same point: the day you ring the bell is just the beginning. In the case of Mercado Livre, both Marcos Galperin and Stelleo Tolda remained in executive leadership for over 15 years after the IPO — a signal of long-term commitment that helped sustain the company’s trajectory.

Reinforcing a built-to-last mindset is also critical for teams. Since public listing brings earning calls, daily price swings, press coverage, critics, and compliments, teams can get distracted or even triggered by macro factors far beyond the company’s control. As Geraldo Thomaz, VTEX, puts it: “Management needs to take their eyes off stock volatility. Focus less on the upside and more on telling a consistent story.”

Beat And Raise

Only a few companies will ever go public. The IPO is a path that makes sense for those that are big, resilient, and well‑positioned in their markets.

For public market investors, discipline speaks louder than hype. Inflating numbers or buying growth ahead of a listing can depress future multiples and damage credibility. Consistently communicating and raising expectations, on the other hand, is the foundation of long‑term value.

Then, choosing where to list — Brazil or the U.S. — comes down to where the company wants to play post‑IPO. Local listings may offer stronger brand recognition and simpler governance, but they also bring limits in market depth and investor sophistication. On the other hand, U.S. listings offer global capital access but require non-American companies to navigate complex structures like Cayman or Delaware holdings, with tax and governance implications that can make or break alignment between founders and investors.

Choosing Your IPO Venue

The right market to list depends on your scale, growth strategy, and the investors you want by your side for the long run.

Large‑cap (> US$1B)

NASDAQ and NYSE offer unmatched liquidity, visibility, and access to global institutional capital.

Bar is high: stricter governance, deeper analyst coverage, and 7‑figure annual compliance costs. For companies with global ambitions, the upside can be worth it.

Mid-cap (US$200M–1B)

The choice is more nuanced. Regional markets like Brazil’s B3 or Mexico’s BMV may offer faster access and lower costs — especially if your growth is LATAM‑focused.

You’ll trade global visibility for a tighter, more local investor base.

Small‑cap (< US$200M)

U.S. listing costs are rarely justified. Regional exchanges provide viable capital access with lower compliance costs — but less liquidity and fewer deep‑pocketed investors.

Staying private and raising capital through private equity or growth funds can also be a viable path.

Source: Analysis by Peers Consulting + Technology and Endeavor Brazil conducted in July 2025, based on primary data from five major stock exchanges (NASDAQ, NYSE, B3, BMV, BVC) and updated market research.

A good IPO will take years of work. Its audits, accounting upgrades, and maturing governance will raise the bar for the leadership. It will require long‑standing relationships with banks and the market, absolute clarity on the growth thesis, and trusted allies by your side – from co-founders, to C-Suite, auditors and advisors.

On the other side, the view can look bright. For founders, going public signals solidity to the market, strengthens the brand, and opens commercial doors. For the executive team, it brings transparency to compensation, aligns everyone around clear targets, and puts the CEO in a new league of visibility.

Optionality Favors The Prepared

Imagine a world where Mercado Livre was acquired by eBay in 2001. As Stelleo told us, the deal was a possibility — and seemed advantageous after a minority share swap of Ibazar Brasil with eBay. But the path changed. MELI took 6 more years until the IPO, and almost two decades later, stands as the most valuable tech company in Latin America.

Some of the best liquidity events we’ll see five to ten years from now are being prepared today. For Locaweb’s Fernando Cirne, the governance structures that enabled the IPO began to be prepared as early as 2010, a full decade before the listing. In 2012, the business was still a pure hosting company. By 2018, after a deliberate pivot into e-commerce and a series of acquisitions, that segment had grown to 20% of revenue — helping validate their small-business thesis to the market. By the time of the IPO in 2020, Commerce accounted for about 70% of revenue, with merchants on Locaweb’s platforms representing roughly 20% of Brazil’s online retail volume.

Some founders, like VTEX’s Geraldo Thomaz, built IPO readiness into their DNA at least 5 years before the NYSE. Since 2016, they structured the company for a U.S. listing, put shareholder agreements on solid ground, and stressed‑tested alignment long before talking valuation.

Others made relationship building a habit. XP’s Guilherme Benchimol kept control of the company while bringing its billion-dollar partner (Itaúsa) 2 years before going to Nasdaq. Alexandre Mafra, from ClearSale, nurtured connections with potential acquirers years in advance — “the best time to build a relationship is when you don’t need it.”

Yet, from our survey, 55.17% of founders are not preparing for the liquidity path they feel most aligned with. While the perfect option may not always be available when the moment arrives, preparation is what will empower entrepreneurs to fight for it.

Endeavor Mentors and Investors Network recommend three practical commandments to follow:

Start before you need it

Brenno Aiko, Advent

Preparation for liquidity starts well before the deal, 18-24 months in advance. Build relationships with potential buyers and get your legal structure in order. The best time to approach strategic acquirers is right after a round, when you’re not in deal mode. Early, informal conversations set the stage for serious talks later.

Keep your cap table clean

Christel Hupfeld, Gunderson Dettmer

An organized, lean, and legally sound cap table is basic hygiene for a successful transaction. An overly diluted one can delay or break a deal. Founders who keep control of the board, a meaningful stake and solid agreements hold more decision‑making power when it’s time to exit.

Funding rounds can be moments to “clean up” the cap table, restructure through vehicles like a holding company, or issue non‑voting shares to angels.

Align early with investors

Gustavo Pinheiro and Joaquim Lima, Riverwood

Every fund has clear return expectations towards liquidity. Founders need to understand and align preferences from the start. Doing this early avoids painful misalignments later and ensures everyone will work toward the same outcome.

In The Day After, Liquidity Multiplies

When a founder realizes value for new ambitions, the entire ecosystem thrives. That’s the magic of the Multiplier Effect™.

We’ve seen that deals with expressive liquidity for the founder and key employees create a wave of well‑capitalized alumni who go on to build companies, invest, and mentor.

Paulo Veras saw it firsthand. Since 99’s 2018 deal with Didi Chuxing, its alumni have gone on to write their own stories as Endeavor Entrepreneurs — including Ury Rappaport (Swap), Adhemar Milani (Kovi), Matheus Moraes and André Florence (Alice).

Our data backs it up. Because M&As often involve a full exit, they’re more likely to trigger “second‑time journeys” — founders starting new ventures — and the founder‑to‑funder effect, with many becoming angels or VCs. In M&A exits, 51.9% of founders started a new venture and 48.1% became investors.

Stage matters, too. From Series B onwards, the Multiplier Effect™ becomes more visible: more founders launching new ventures, taking board roles, giving back, or writing angel checks. In our survey, “giveback” rates jump to 71.4% of all founders at Series D, compared to 0–26% in earlier stages.

Very often, the next role is still entrepreneurial. After selling ClearSale, Pedro Chiamulera kept the same mission: to impact people and build trust. His next venture, Confi, aims to give 200 million people control of their personal data — and monetize that trust. Eric Santos followed a similar path, becoming an Endeavor Brazil Board Member, while serving as executive chairman at RD Station and investing in multiple startups.

Offering liquidity to the team, even partially, can move the needle on the journey for the next few years. While the long‑term effect on retention is hard to quantify, founders consistently reported a boost in motivation. These programs are typically capped, with allocations communicated individually — a gesture that signals trust and inspires future alumni who want to become entrepreneurs.

In short, liquidity fuels the Multiplier Effect™. While economies are unpredictable, these paths make us excited for what comes next in Brazil. In a world where capital often looks like ultimate success, Endeavor begs to differ. What truly excites us are the stories entrepreneurs will build after it.

Acknowledgments

This project wouldn’t have been possible without the collaboration, insights, and support of many.

Endeavor Global Capital Team
Patrick Alex and Jaysel Shah

Survey supporters
Astella Invest, Alexia Ventures, Valor Capital Group, DGF, Lightrock 

Interviewees

Endeavor Brazil Ambassadors
Fernando Cirne, Locaweb
Guilherme Benchimol, XP
Luiz Ribeiro, General Atlantic
Stelleo Tolda, Mercado Livre

Endeavor Entrepreneurs
Adhemar Milani, Kovi
Cassio Bobsin, Zenvia
Eric Santos, RD Station
Geraldo Thomaz, VTEX
Guilherme Lopes, RD Station
Marcelo Lombardo, Omie
Nico Szekasy, Mercado Livre
Pedro Chiamulera, ClearSale
Pedro Mac, QI Tech
Sergio Furio, Creditas
Vinicius Roveda, Conta Azul
Vitor Torres, Contabilizei

Endeavor Mentors and Investor Network Alexandre Mafra, ClearSale Brenno Raiko, Advent Bruno Maimone, Warburg Pincus Camila Vieira, QED Investors Carlos Kokron, Qualcomm Ventures Christel Moreno, Gunderson Dettmer LLP Gustavo Pinheiro, Riverwood Joaquim Lima, Riverwood Maria Tereza, Softbank Marcel Vitor Santos, Innova Capital Paulo Passoni, Valor Capital Paulo Veras, 99 Vanessa Heck Will Pruett, former Fidelity

About Endeavor

We are the Global Network of Trust of, by, and for entrepreneurs — those who dream bigger, scale faster, and reinvest their success. Driven by our belief that high-impact entrepreneurs transform economies, Endeavor has been on a mission to build thriving entrepreneurial ecosystems in emerging and underserved markets around the world since its creation in 1997. Endeavor Brazil’s Research provides data-driven insights and practical case studies focused on the drivers of Brazil’s entrepreneurial ecosystem. Leveraging Endeavor’s global footprint, our studies explore the factors that foster high-growth entrepreneurship in Brazil, offering valuable knowledge to help founders scale and strengthen the local innovation landscape. For more information, contact karina.almeida@endeavor.org.br.

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