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Capital Has Changed Its Criteria. Startups Must Too.

The new cycle of Brazilian startups shows why structure and governance now define who is truly acquirable.

The Brazilian startup ecosystem has matured. After more than a decade marked by accelerated growth, successive funding rounds, and narratives centered on scaling at any cost, the market has entered a new phase. By December 2025, one fact had become clear: capital is still available — but it is far more selective.

Brazil currently ranks 27th globally in the startup ecosystem, according to StartupBlink, maintaining its leadership in South America and consolidating itself as a strategic market for venture capital funds, private equity, institutional investors, and strategic buyers. São Paulo remains the country’s main hub, while Rio de Janeiro and Curitiba strengthen relevant ecosystems on the international stage.

The most important insight, however, is not the ranking position itself. It lies in the silent yet profound shift in the evaluation criteria adopted by investors and boards.

For years, rapid growth was interpreted as a synonym for success. Today, this isolated logic has lost strength. The market now values companies capable of sustaining growth with structure, predictability, and governance. The central question has shifted from “How fast does this startup grow?” to “How much real value can it preserve and deliver?”

Recent activity in the mergers and acquisitions market confirms this turning point. After a more cautious 2023, 2024 marked a consistent recovery in transactions involving Brazilian startups. In 2025, the pace continued, but with a clear pattern: mid-sized deals, more rational multiples, and increasingly rigorous due diligence processes. Large valuations have become the exception. The rule is now organized, integrable, and auditable companies.

In this new context, growing fast does not guarantee being acquirable. Many founders still confuse visibility with liquidity. Startups that scale without financial discipline, shareholder clarity, or adequate controls may attract attention in the short term, but face significant barriers when capital demands depth. Stalled due diligences, aggressive valuation discounts, restrictive clauses, and loss of negotiation power have become common.

On the other hand, companies structured early with a long-term vision enjoy a real competitive advantage. They access higher-quality capital, negotiate under more balanced conditions, and enter the right radar at the right time. For these organizations, governance is not an operational cost. It is a strategic asset.

By 2025, investors analyze fewer promises and more processes. Functional corporate governance, legal and tax compliance, organized financial data, clear contracts, revenue predictability, and audit readiness have become decisive criteria. Growth remains relevant — but only when supported by structure.

This shift has also impacted later-stage startups. Unicorns and scale-ups that postponed governance adjustments faced difficulties in new funding rounds, increased pressure for profitability, and rushed reorganizations. Those that anticipated this maturation preserved value and expanded their strategic options, whether for new investments or liquidity events.

Practical experience shows that the market does not penalize companies that grow more deliberately. On the contrary, it penalizes those that grow without control. Today’s capital prefers predictability over euphoria.

This is where structure makes the difference. For more than two decades, Grupo International has closely followed investment cycles, international expansion, and M&A transactions in Brazil and abroad. Market history confirms that sustainable growth cannot be improvised. It is planned, structured, and executed with method.

By the end of 2025, one conclusion is unavoidable: the new competitive advantage of startups lies not only in product, technology, or narrative. It lies in the ability to transform growth into real, negotiable, and sustainable value.

The game is no longer about growing at any cost.
It is about growing with strategy.

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