CVM Resolution No. 88 of April 27, 2022, with amendments introduced by CVM Resolutions No. 158/22 and 226/25

SECURITY AND EXCHANGE COMMISSION OF BRAZIL (CVM) Seven of September Street, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Cincinato Braga Street, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Corporate Financial Center Building, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br

CVM RESOLUTION NO. 88, OF APRIL 27, 2022, WITH AMENDMENTS INTRODUCED BY CVM RESOLUTIONS NO. 158/22 AND 226/25.

Provides for the public distribution offering of securities issued by small business companies carried out with exemption from registration through an electronic participatory investment platform and revokes CVM Instruction No. 588, of July 13, 2017.

THE PRESIDENT OF THE SECURITY AND EXCHANGE COMMISSION OF BRAZIL – CVM makes public that the Collegiate Board, in a meeting held on April 13, 2022, based on the provisions of arts. 2, item IX, 15, item I, 16, item I, 19, § 5, item I, and 20 of Law No. 6.385, of December 7, 1976, APPROVED the following Resolution:

CHAPTER I – SCOPE AND PURPOSE

Art. 1 This Resolution regulates the public distribution offering of securities issued by small business companies carried out with exemption from registration through an electronic participatory investment platform, and aims to ensure investor protection and enable public fundraising by these companies.

§ 1 The specific regulation on public distribution offerings of securities does not apply to the public distribution offering of securities carried out with exemption from registration under the terms of this Resolution.

§ 2 This Resolution does not regulate the activity of loans granted by individuals to individuals or legal entities through the worldwide computer network, program, application, or electronic means, which does not involve the issuance of securities.

§ 3 A financing raised through pages on the worldwide computer network, program, application, or electronic means is not considered a public offering of securities when it is a donation, or when the return of the received capital is made through:
I – prizes and rewards; or
II – goods and services.

CVM RESOLUTION NO. 88, OF APRIL 27, 2022

Art. 2 For the purposes of this Resolution, the following definitions apply:
I – investment crowdfunding: fundraising through a public distribution offering of securities exempt from registration, carried out by issuers considered small business companies under the terms of this Resolution, and distributed exclusively through an electronic participatory investment platform, with the recipients of the offering being a plurality of investors who provide financing within the limits provided in this Resolution; II – active investor: investor registered on the platform and who, cumulatively:
a) has an updated registration; and b) has made an investment in at least one public offering conducted by the platform in the last 2 (two) years; III – lead investor: natural or legal person with proven investment experience under the terms of art. 46, § 2, and authorized to lead a participatory investment syndicate; IV – electronic participatory investment platform (“platform”): legal entity duly incorporated in Brazil and registered with the CVM to professionally exercise the activity of distribution of public offerings of securities issued by small business companies, carried out with exemption from registration in accordance with this Resolution; V – annual gross income: sum of the income received by the investor during the calendar year and included in their annual income tax adjustment declaration, including taxable, exempt, and non-taxable income, taxable exclusively at source, or subject to definitive taxation; VI – participatory investment syndicate (“syndicate”): group of investors linked to a lead investor (“supporting investors”) and gathered with the purpose of investing in small business companies, with the constitution of an investment vehicle to participate in the public distribution offerings of securities carried out with exemption from registration under the terms of this Resolution being optional; and VII – small business company: business company incorporated in Brazil, not registered as a securities issuer with the CVM, and with annual gross revenue, calculated in the social year ending in the year prior to the offering, of up to R$ 40,000,000.00 (forty million reais).

§ 1 In the case of business companies that have not operated for 12 (twelve) months in the social year ending in the year prior to the offering, the limit referred to in item VII of the caput will be proportional to the number of months in which the business company has exercised its activity, disregarding fractions of months.

§ 2 In the event that the small business company is controlled by another legal entity or by an investment fund, the consolidated annual gross revenue of the group of entities under common control may not exceed R$ 80,000,000.00 (eighty million reais) in the social year ending in the year prior to the offering.

§ 3 For the purposes of calculating the limits set forth in this Resolution, in the event of the extinction of a business company that has carried out offerings exempt from registration under the terms of this Resolution, and the exploitation of the respective activity is continued by any remaining partner, under the same or another trade name, or under an individual limited liability company, the successor will be considered as the same small business company.

§ 4 The use of an investment vehicle to structure the participatory investment syndicate does not alter the limits, rights, and duties established in the provisions of this Resolution related to:
I – the small business company;
II – the electronic participatory investment platform; and III – the investor.

§ 5 For the purposes of applying § 4, the provisions of this Resolution must be interpreted as if each investor who applies resources through a syndicate were investing individually through the platform in the small business company.

§ 6 The use of an investment vehicle to structure the participatory investment syndicate does not remove small business companies from the status of issuers of public distribution offerings of securities with exemption from registration under the terms of this Resolution.

CHAPTER II – PUBLIC DISTRIBUTION OFFERING THROUGH AN ELECTRONIC PARTICIPATORY INVESTMENT PLATFORM
Section I – Requirements of the Public Offering

Art. 3 The public distribution offering of securities issued by a small business company carried out under the terms of this Resolution is automatically exempt from registration with the CVM, provided that the following requirements are observed:
I – existence of a maximum fundraising target value not exceeding R$ 15,000,000.00 (fifteen million reais), and a fundraising period not exceeding 180 (one hundred and eighty) days, which must be defined before the start of the offering; II – the offering must follow the procedures described in art. 5 of this Resolution; III – the investor must be guaranteed a withdrawal period of at least 5 (five) days counted from the confirmation of the investment, with the withdrawal by the investor being exempt from fines or penalties when requested before the end of this period; IV – the issuer must be a small business company under the terms of this Resolution; V – the securities subject to the public offering, as well as all those fungible with them, convertible into them, or that convert into the same type of security, must, alternatively, be subject to:
a) bookkeeping, in accordance with specific regulation, observing art. 12; or b) control of ownership and corporate participation, in accordance with Section II of Chapter IV; and VI – the resources raised by the small business company may not be used for:
a) the acquisition, directly or through convertible instruments, of a minority participation in other companies, understood as 50% (fifty percent) or less of their quotas or shares with voting rights, as the case may be; and b) the granting of credit to other companies.

§ 1 The conditions established in this article must be verified by the platform in the realization of each offering.

§ 2 The investment confirmation referred to in item III of the caput corresponds to an action by the investor, in which they firmly commit to participate in the offering, through:
I – transfer of resources; or
II – signing of the investment contract.

§ 3 For the purposes of item I of the caput, in the event that the exemption from registration of a public offering under the terms of this Resolution has already been previously used in the calendar year, through the same or another registered platform, the sum of the total fundraising value of the current offering with the amounts previously raised by the small business company may not exceed the value of R$ 15,000,000.00 (fifteen million reais).

§ 4 The requirement set forth in item V of the caput applies from the date of start of the public offering and throughout the existence of the securities offered publicly, persisting the obligation in the case of conversion of securities into participation.

§ 5 It is not permitted to carry out a new offering with exemption from registration under the terms of this Resolution by the same small business company, through the same or another platform, within the period of 120 (one hundred and twenty) days counted from the date of closure of the previous offering that was successful.

Art. 4 The total amount invested by an investor in securities offered with exemption from registration under the terms of this Resolution is limited to R$ 20,000.00 (twenty thousand reais) per calendar year, except in the case of an investor:
I – lead, under the terms of art. 2, III;
II – qualified, under the terms of specific regulation that provides for the duty of verifying the adequacy of products, services, and operations to the client's profile; or III – whose annual gross income or amount of financial investments is greater than R$ 200,000.00 (two hundred thousand reais), in which case the annual investment limit mentioned in the caput may be expanded to up to 10% (ten percent) of the greater of these two values per calendar year.

Sole paragraph. For the purposes of complying with the limit established in this article, the platform must:
I – verify the amount invested by the investor in offerings conducted in its environment; II – in the cases of items II and III of the caput, obtain a declaration from the investor attesting to their classification under the conditions required in those items, according to models contained, respectively, in Annexes A and B to this Resolution; and III – obtain a declaration from the investor attesting that, when added to other values previously invested in the calendar year in offerings exempt from registration under the terms of this Resolution through other platforms, the amount to be invested in the offering does not exceed:
a) R$ 20,000 (twenty thousand reais), in the case of the investors cited in the caput, according to the model contained in Annex C to this Resolution; or b) 10% (ten percent) of the annual gross income or financial investment, in the case of the investors cited in item III of the caput, according to the model contained in Annex B to this Resolution.

Section II – Procedures of the Public Offering

Art. 5 The distribution of the public offering exempt from registration under the terms of this Resolution must be carried out by a single electronic participatory investment platform registered with the CVM, and the following procedures must be observed:
I – all investors must sign a statement of adherence and awareness of risk, under the terms of art. 26, IV; II – for each ongoing offering, the platform must maintain, under the terms of art. 10, a page on the worldwide computer network, in programs, applications, or other electronic means made available, informing the total amount corresponding to the confirmed investment, so that it is possible to compare this value daily with the minimum and maximum fundraising target values; III – partial distribution is admitted, with the establishment of minimum and maximum fundraising target values, with the minimum target value being equal to or greater than 2/3 (two thirds) of the maximum target value; IV – in the event of the success of the offering, the platform must publish its closure on its page on the worldwide computer network, without access restrictions, using for this purpose the model contained in Annex D to this Resolution; V – within 7 (seven) days after the date of closure of the offering, the platform must take the necessary measures so that the transfer of the final invested amount is carried out to:
a) the small business company, in the event that the final invested amount under the terms of this Resolution reaches the minimum fundraising target value; or b) the investors of the offering, in the event that the final invested amount under the terms of this Resolution does not reach the minimum fundraising target value.

VI – the distribution of an additional lot is admitted, at the discretion of the small business company, limited to an amount of up to 25% (twenty-five percent) of the maximum target value, provided that this possibility:
a) has been approved by the deliberative corporate body of the small business company; b) is provided for in Annex E; and c) the total value of the offering respects the annual fundraising limit provided in art. 3, I; and VII – the public distribution offering of secondary securities is admitted provided that:
a) the total amount of the secondary offering does not exceed 20% (twenty percent) of the maximum target value; b) the controlling shareholder or control group does not alienate a participation greater than 20% (twenty percent) of the securities they own and the percentage alienated does not cause the loss of control after the offering; and c) if the distribution of the offering is partial, the proportion of securities provided for in items “a” and “b” is respected.

§ 1 The amounts transferred by investors may not transit through current accounts:
I – held in the name of the platform;
II – held in the name of partners, administrators, and persons related to the platform; III – held in the name of companies controlled by the persons mentioned in items I and II of this paragraph; IV – held in the name of the lead investor; V – held in the name of the partners, administrators, and persons linked to the lead investor, if the latter is a legal entity; and VI – held in the name of companies controlled by the lead investor or by its partners, administrators, and persons linked, if the latter is a legal entity.

§ 2 The amounts made available by investors may only be deposited in the current account of the small business company after the closure and confirmation of the success of the offering.

Art. 6 Subject to the provisions of art. 3, the Superintendence of Securitization Supervision – SSE may suspend or cancel, at any time, the distribution offering that:
I – is being processed under conditions different from those set forth in this Resolution and other norms issued by the CVM; or II – has been deemed illegal or fraudulent.

§ 1 The suspension period of the offering may not exceed 30 (thirty) days, during which the pointed irregularity must be remedied.

§ 2 Upon expiration of the period referred to in § 1 without the flaws that determined the suspension having been remedied, the SSE must cancel the offering definitively.

Art. 7 The platform must immediately publish the suspension or cancellation of the offering through the same means used for the publication of the offering.

§ 1 The platform must notify the suspension or cancellation, by means of communication, to investors who have already confirmed the investment, allowing them, in the event of suspension, the possibility to revoke the investment until the fifth business day following the receipt of the respective communication.

§ 2 The platform must take measures to guarantee the full restitution of invested values within a maximum period of 5 (five) days to:
I – all investors who have made the investment, in the event of its cancellation; and II – the investors who have revoked the investment, in the event of suspension, as provided in § 1.

§ 3 The provisions of this article also apply in the event of suspension and cancellation set forth in item V of art. 26 of this Resolution.

CHAPTER III – INFORMATION OF THE PUBLIC OFFERING OF SECURITIES CARRIED OUT THROUGH AN ELECTRONIC PARTICIPATORY INVESTMENT PLATFORM
Section I – Essential Information about the Public Offering

Art. 8 The platform must dedicate a page on the worldwide computer network exclusively for the offerings conducted under the terms of this Resolution, in Portuguese, in which the following minimum information about the offering must appear in a section titled “ESSENTIAL INFORMATION ABOUT THE PUBLIC OFFERING”, written in clear, objective, calm, moderate, and appropriate language for the type of investor to whom the offering is destined, following the format, the ordering of the sections, and the content of Annex E to this Resolution.

§ 1 The programs, applications, or any electronic means used by the platform must highlight and electronically direct investors to the information mentioned in the caput.

§ 2 The platform must present the legal and financial documents related to each offering in a section of the offering page on the worldwide computer network titled “PACKAGE OF RELEVANT DOCUMENTS”, before the start of the offering, including:
I – contract or articles of association of the small business company; II – copy of the debenture deed, title, or investment contract that represents the security offered, as the case may be; III – copy of the regulations, contract, or articles of association of the investment vehicle that constitutes the participatory investment syndicate, if any; IV – copy of a document from the small business company that evidences the approval of the issuance of the securities subject to the public offering; V – financial statements of the small business company prepared in accordance with current legislation, observing § 4; and VI – other documents relevant to the investment decision-making process.

§ 2-A The provision of art. 62, § 5, of Law No. 6.404, of December 15, 1976, is considered met with the presentation, by the platform, of a copy of the debenture deed and a document from the small business company that evidences the approval of the issuance of the securities subject to the public offering, under the terms of § 2.

§ 2-A included by CVM Resolution No. 226, of March 6, 2025.

§ 3 In the event of a substantial, subsequent, and unforeseeable alteration in the factual circumstances existing at the start of the public distribution offering until the closure of the offering, the platform may alter the essential information of the offering, provided that:

SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
Sete de Setembro Street, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Cincinato Braga Street, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Corporate Financial Center Building, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br

CVM RESOLUTION NO. 88, OF APRIL 27, 2022

I – the modification or revocation is disclosed immediately in media at least equal to those used for the disclosure of the offer; II – the modifications are highlighted on the platform's website page and communicated to investors who have already adhered to the offer directly via electronic correspondence or any other means of communication capable of proving that the investor has received or had access to it; III – investors who have already adhered may revoke their reservations within a period of 5 (five) days from receipt of the communication provided for in item II; and IV – the platform takes the necessary measures to ensure that, at the time of receiving acceptances of the modified offer, the investor is aware that the original offer has been altered and has knowledge of the new conditions.

§ 4º The financial statements cited in item V of § 2º must be audited by an auditor registered with the CVM:
I – prior to the conduct of the public offering, when:
a) the target fundraising value of the public offering exceeds R$ 10,000,000.00 (ten million reais); or b) the small business company has recorded gross annual revenue exceeding R$ 10,000,000.00 (ten million reais), verified based on consolidated financial statements prepared in the fiscal year prior to the one in which the offer will be conducted; and II – after the conduct of the public offering, if the small business company has recorded in the previous fiscal year gross annual revenue exceeding R$ 10,000,000.00 (ten million reais), verified based on consolidated financial statements.

§ 5º In the event of item I of § 4º:
I – if the small business company conducts more than one public offering in the same calendar year, the obligation applies to the offer whose maximum target fundraising value, added to the amounts effectively raised in previous offers, exceeds the indicated limit; and II – the financial statements audited by an auditor registered with the CVM must be prepared and made available prior to the conduct of the public offering.

CVM RESOLUTION NO. 88, OF APRIL 27, 2022

Art. 9º The address on the World Wide Web containing the essential information about the public offering must be kept in operation and available for, at least, 5 (five) years.
Sole Paragraph. The period provided for in the caput does not apply if the platform is authorized by the small business company to act as an intermediary for subsequent transactions, and must be kept in operation or available while the situations provided for in art. 30 are not observed.

Section II – Conduct and Disclosure of the Public Offering

Art. 10. The offer conducted with exemption from registration under the terms of this Resolution must be conducted exclusively through the platform's page on the World Wide Web, and a program, application, or other electronic means may be used, provided that they are administered by the platform and in its name. Sole Paragraph. For the purposes of the provision in the caput, only the platform's page on the World Wide Web, program, application, or other electronic means that have the logo, visual identity, and identify the platform registered with the CVM as the promoter of the public offering are considered.

Art. 11. The promotion of the public offering provided for in this Resolution is permitted through its wide disclosure, including the use of advertising material, provided that:
I – the following information about the offer is disseminated, at most:
a) the type of security offered; b) the minimum and maximum target fundraising values; c) any minimum investment value; and d) a brief history and description of the activities of the small business company; II – the electronic direction to the essential information of the offer on the platform's page on the World Wide Web is highlighted, in observance of art. 8º, with the following wording:
“Do not invest before understanding the essential information of the offer”; III – the fact that it is sponsored content is informed, with emphasis; and

CVM RESOLUTION NO. 88, OF APRIL 27, 2022

IV – if the entity contracted for disclosure is supervised by the CVM, the communication must clarify the nature of the commercial arrangement entered into with the platform, as well as the form of its remuneration, in order to mitigate potential conflicts of interest.

§ 1º The provision in the caput covers the activity of the platform, the small business company, the lead investor, and persons related to them, including statements by their partners, administrators, and employees, as well as by any person, natural or legal, who is contracted or is part of the disclosure strategy for the public offering.

§ 2º The disclosure permitted under the terms of the caput cannot contain additional, different, or inconsistent information with that contained in the essential information of the offer, and must use serene and moderate language.

§ 3º The disclosure provided for in the caput does not require prior authorization from the CVM, and the SSE may, at any time, by motivated decision, request corrections, alterations, or even the cessation of advertising.

§ 4º In the case of disclosure made by the small business company or by a person contracted by it, the small business company must inform the platform, under the terms of art. 41, III, which, in turn, must ensure that the communications disclosed meet the requirements of this Resolution.

§ 5º The platform must inform on its page on the World Wide Web or on the offer page to which it refers art. 5º, II, the list of persons contracted and who are part of the strategy to promote the disclosure of the public offering, under the terms of § 1º of this article.

§ 6º It is permitted for the small business company, the lead investor, and the platform, its partners, administrators, and employees to disclose and promote the offer through contacts, meetings, and events, in person or via the World Wide Web, observing the requirements provided for in this article and provided that:
I – all communications are recorded and subject to verification and supervision by the SSE; and II – there is no confirmation of investment on-site or in an electronic environment distinct from that of the platform.

CVM RESOLUTION NO. 88, OF APRIL 27, 2022

§ 7º In the promotion of the public offer made orally or with the use of materials in audiovisual form, the alerts provided for in items II to IV of the caput must be made orally without compromising the clarity and prominence of the warnings, and, in the case of written warnings, the font size must be adequate so as not to compromise reading.

§ 8º The promotion of the public offer referred to in this article can only be carried out from the beginning of the public offer.

CHAPTER IV – REGISTRATION AND SERVICES FOR CONTROL OF OWNERSHIP AND SHAREHOLDING PARTICIPATION

Section I – Securities Registration Service

Art. 12. The small business company must hire a securities registrar registered with the CVM under the specific regulation that provides for the provision of securities registration services and the issuance of securities certificates:
I – if, at the time of hiring the platform that will distribute the public offering, the small business company has already conducted, on another platform, one or more public offerings of fungible securities with the same object as the offer, convertible into or that convert into the same type of security; or II – if the platform contracted to distribute the public offering does not offer the services of control of ownership and shareholding participation, under the terms of Section II of this Chapter.

Section II – Services for Control of Ownership and Shareholding Participation

Art. 13. Observing art. 12, the small business company may, when conducting the public offering for distribution, contract the services of control of ownership and shareholding participation from the platform that will conduct the distribution.

§ 1º The services of control of ownership and shareholding participation mentioned in the caput comprise:
I – the updated registration of information relating to the ownership of securities, with the insertion of such information being carried out in individualized securities accounts, opened in the name of each security holder; and

CVM RESOLUTION NO. 88, OF APRIL 27, 2022

II – control of current and future shareholding participation in the small business company, including securities that entail effective participation in the share capital and instruments convertible into shareholding participation.

§ 2º The electronic participative investment platform that opts to make the services mentioned in the caput available must:
I – possess secure and adequate computerized processes and systems for the exercise of such activities; II – send, at intervals not exceeding 7 (seven) days, the positions registered in the securities accounts to the small business company; III – communicate to the small business company the transfer of ownership of securities between investors within 24 (twenty-four) hours of its occurrence; and IV – adopt and implement adequate and effective rules for compliance with the provisions of this Section.

§ 3º The provision of services for control of ownership and shareholding participation provided for in the caput must be the object of a specific contract entered into with the small business company issuing the security, which must provide, at minimum, for:
I – the rules applicable to the attendance of security holders; II – the description of operational procedures that provide for obligations, duties, and responsibilities of the platform, as provider of the control of ownership and shareholding participation service, and of the contractor; and III – the confidentiality of information.

§ 4º Non-compliance with the provisions of §§ 1º and 2º is considered not only the non-existence or insufficiency of the processes, systems, rules, procedures, and controls referred to therein, but also their non-implementation or inadequate implementation for the purposes provided for in this Section.

Art. 14. The platform must communicate to the SSE, by the 5th (fifth) business day of the following month, the celebration and extinction of the contract for the provision of services for control of ownership and shareholding participation.

§ 1º In the event of extinction of the contract for the provision of the services mentioned in the caput:

CVM RESOLUTION NO. 88, OF APRIL 27, 2022

I – the small business company must hire a registrar within 20 (twenty) days counted from the formalization of the extinction of the contract; or II – if the extinction of the contract is a consequence of the cancellation of the platform's registration under the terms of art. 23, §§ 1º and 2º, the small business company may, alternatively to the obligation provided for in item I of § 1º, request that the platform transfer to a new contracted platform the data and documents related to the services provided up to the moment of discontinuation of the service provision, which must occur within 20 (twenty) days counted from the end of the contract.

§ 2º In the event of non-substitution within the period indicated in § 1º, the platform must transfer the data and documents related to the services provided up to the moment of discontinuation of the service provision to the small business company, which must automatically assume the control activities mentioned in this Section and is prohibited from making new public offerings until a registrar is hired.

CHAPTER V – SUBSEQUENT TRANSACTIONS

Art. 15. It is permitted for electronic participative investment platforms to act as intermediaries in transactions for the purchase and sale of securities already publicly issued by a small business company that has conducted at least one public offering of distribution in the platform's environment.

§ 1º The authorization provided for in the caput does not allow the constitution and administration of regulated markets for securities, under the regulation that disciplines regulated markets for securities and provides for the constitution, organization, functioning, and extinction of stock exchanges, commodity and futures exchanges, and organized over-the-counter markets, remaining prohibited:
I – the provision of a centralized and multilateral negotiation system for the meeting and interaction of buy and sell offers for securities and price formation; II – the existence of a system or environment for the registration of previously executed operations; III – the execution of transactions having as counterparty a market maker that assumes the obligation to place firm buy and sell offers; and

CVM RESOLUTION NO. 88, OF APRIL 27, 2022

IV – the intervention, as intermediary, of a member of the distribution system referred to in items I, II, and III of art. 15 of Law No. 6,385, of December 7, 1976.

§ 2º The use of terms that may induce the investor to error regarding the existence of a regulated market operation for securities, such as “stock exchange,” “stock market,” “exchange market,” “over-the-counter market,” “secondary market,” among others, is prohibited.

§ 3º The transactions mentioned in the caput may also involve fungible securities with respect to securities already publicly issued by a small business company through the platform, with the platform being responsible for ensuring that such condition is met.

§ 4º The securities issued by the small business company held by the controller, by other persons who make up the control group, or by the lead investor may be the object of the transactions referred to in the caput, provided that they do not exceed 5% (five percent) of the value of the participation held by them at the time of the closing of the public offering.

Art. 16. To carry out the activity mentioned in the caput of art. 15, the platform must:
I – ensure that:
a) the seller is the owner of the securities; and b) the potential buyers are active investors, under the terms of art. 2º, II; b) the potential buyers are active investors, under the terms of art. 2º, II, observing the provision in § 3º;

Item b with wording given by CVM Resolution No. 158, of June 28, 2022.
II – guarantee that all restrictions and conditions applicable to the acquirer of the security provided for in art. 4º are applied to the buyer; III – adopt the necessary measures for the transfer of ownership of the security object of the transaction, ensuring that the delivery of the security only occurs after the sending of the negotiated value to the buyer; IV – make available, on the first business day of each month, for active investors, an updated history of volume and price of transactions carried out for each small business company, while the platform is acting as an intermediary for subsequent transactions of its securities; and

CVM RESOLUTION NO. 88, OF APRIL 27, 2022

V – if authorized under the terms of art. 17, make available to all active investors of the platform the information and documents of the small business company in an electronic environment, including:
V – if authorized under the terms of art. 17 and observing § 3º, make available to all active investors of the platform the information and documents of the small business company in an electronic environment, including:

Item V with wording given by CVM Resolution No. 158, of June 28, 2022.
a) the essential information of the offer, under the terms of art. 8º, caput; b) the package of relevant documents, under the terms of art. 8º, § 2º; c) all periodic information that the platform has received regarding the small business company, under the terms of art. 28, I.

§ 1º The platform may develop an electronic bulletin board or other form of presentation of intentions to buy, by active investors, or to sell, by holders of securities, in order to give publicity to the intention to carry out transactions under the terms of art. 15.

§ 2º When they are intentions to sell coming from the controller, from other persons who make up the control group, and from the lead investor, the platform must signal this fact to potential buyers.

§ 3º It is optional for the small business company to limit the potential buyers mentioned in item “b” of item I only to the current investors of the small business company, in which case the conditions and obligations related to active investors must be read as referring to this smaller universe of investors, observing § 3º of art. 15.

Paragraph 3º included by CVM Resolution No. 158, of June 28, 2022.

Art. 17. The small business company must contractually consent to the platform's acting as an intermediary for subsequent transactions that have as their object the securities issued by it under the terms of art. 15, and may formalize such consent when hiring the platform for the conduct of the public offering, or subsequently.

CVM RESOLUTION NO. 88, OF APRIL 27, 2022

§ 1º The consent referred to in the caput implies the sharing of information and documents, according to item V of art. 16 and, once granted, cannot be revoked.

§ 2º The presentation of intentions to buy and sell and the effective execution of transactions, under the terms of art. 15, must be immediately ceased by the platform when involving securities issued by small business companies that:
I – are in default regarding the fulfillment of contractual obligations for the provision of periodic information provided for in art. 28, item I; and II – have closed their activities, according to art. 28, II, item “a”.

CHAPTER VI – REGISTRATION OF ELECTRONIC PARTICIPATIVE INVESTMENT PLATFORM

Section I – Exercise of Activity

Art. 18. The intermediation of public offerings for distribution of securities exempt from registration under the terms of this Resolution is an activity exclusive to electronic participative investment platforms registered with the CVM.

Section II – Requirements for Registration

Art. 19. For the purposes of obtaining and maintaining registration with the CVM as an electronic participative investment platform, the applicant must be a legal entity regularly constituted in Brazil, and registered in the National Registry of Legal Entities – CNPJ.

§ 1º The platform must meet the following requirements:
I – have a minimum paid-up share capital of R$ 200,000.00 (two hundred thousand reais); II – have adequate and verifiable information technology procedures and systems for:
a) identifying the investor and their qualification, under the terms of art. 4º, including the keeping of investor declarations; b) registering the investor's participation in the offer under the terms of art. 26, III; c) obtaining and ensuring the keeping of the risk awareness term signed by the investor under the terms of art. 26, IV;

CVM RESOLUTION NO. 88, OF APRIL 27, 2022

COMMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br RESOLUÇÃO CVM Nº 88, DE 27 DE ABRIL DE 2022 d) operate the electronic discussion forums required by art. 26, VI, with the respective identification of the sender and storage of all messages; e) disclose the information to investors required by this Resolution; f) attend to investor complaints, in accordance with art. 26, XI; and g) ensure that investments made through the platform are carried out in a segregated manner, so that they do not communicate with the assets:

of the platform;
of its partners, administrators, and related persons;
of companies controlled by the platform or by its partners, administrators, and related persons;
of the lead investor;
of the partners, administrators, and persons linked to the lead investor, if the latter is a legal entity;
of companies controlled by the lead investor or by its partners, administrators, and related persons, if the latter is a legal entity; and
of the small business entity until the closure of the offering that reaches the minimum fundraising target;
III – prepare a code of conduct applicable to its partners, administrators, and employees that encompasses:
a) possible conflicts of interest and terms of participation in offerings carried out by the platform; b) adherence to the legislation and regulation applicable to public offerings of securities; and c) the rules, procedures, and internal controls that allow for the identification, analysis, and mitigation of risks and practices of money laundering or concealment of assets, rights, and values, and financing of terrorism. § 2º The administrators of the platform must meet the following requirements:
I – be domiciled in Brazil;
II – have an unblemished reputation;

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br RESOLUÇÃO CVM Nº 88, DE 27 DE ABRIL DE 2022 III – not be disqualified or suspended from holding positions in financial institutions and other entities authorized to operate by the CVM, by the Central Bank of Brazil, by the Private Insurance Superintendence – SUSEP, or by the National Superintendence of Complementary Pension – PREVIC; IV – not have been convicted of bankruptcy crime, prevarication, bribery, extortion, embezzlement, money laundering, or concealment of assets, rights, and values, against the popular economy, the economic order, consumer relations, public faith, or public property, the national financial system, or a criminal penalty that prohibits, even temporarily, access to public positions, by a final and unappealable decision, except in the case of rehabilitation; V – not have suffered, in the last 5 (five) years, punishment resulting from activities subject to the control and supervision of the CVM, the Central Bank of Brazil, the Private Insurance Superintendence – SUSEP, or the National Superintendence of Complementary Pension – PREVIC. § 3º The partners of the platform must meet the requirements set forth in items II to V of § 2º of this article.
Section III – Registration Application
Art. 20. The application for registration of an electronic participative investment platform must be submitted by the responsible director through a petition accompanied by the documents described in Annex F of this Resolution, which must be sent to the SSE. Sole paragraph. The SSE has up to 10 (ten) days to indicate to the participant the absence of any document provided for in Annex F. Art. 21. After receiving all documents necessary for the granting of the registration, the SSE has 90 (ninety) days to analyze the application, counted from the date of protocol of the last document that completes the documentation of the registration application. § 1º The period referred to in this article may be suspended once, if there is a need for information or documents to complement the documentation of the registration application, as requested by the SSE. § 2º The applicant has 20 (twenty) days to comply with the requirements formulated by the SSE. § 3º The period to comply with the requirements may be extended, only once, by 10 (ten) days, through a prior and justified request submitted by the applicant to the SSE.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br RESOLUÇÃO CVM Nº 88, DE 27 DE ABRIL DE 2022 § 4º The SSE must express its opinion regarding the compliance with the requirements and the approval of the registration application within the remaining period to complete the analysis period, according to the caput, counted from the date of the protocol of the documents and information delivered to comply with the requirements. § 5º In the event of a new fact occurring during the documentation of the process, a new suspension of the period may be admitted by the SSE, which must send a letter to the applicant requesting the explanations and documents necessary. § 6º Within 10 (ten) days from the receipt of the letter referred to in § 5º, the applicant must comply with the request. § 7º The SSE must then express its opinion regarding the compliance with the requirements and the approval of the registration application within the remaining period to complete the analysis period. § 8º The non-observance of the periods mentioned in §§ 2º, 3º, and 6º implies automatic denial of the registration application. § 9º The absence of communication from the SSE within the periods mentioned in the caput, §§ 4º, and 7º implies automatic approval of the registration application.
Section IV – Denial of Registration Application
Art. 22. The application for registration of an electronic participative investment platform will be denied if:
I – it is not accompanied by the documents necessary for its appreciation, or if the documents and complementary information requested by the SSE are not provided, within the period established in art. 21; II – false or inaccurate information is identified, the latter when, due to its extent or content, they prove relevant for the appreciation of the registration application; III – the applicant does not demonstrate financial capacity and technical and operational conditions necessary for the exercise of the activity; or IV – the applicant fails to meet any other requirement or condition established in this Resolution. Sole paragraph. The denial decision referred to in this article is subject to appeal, in the form and within the periods established in the current regulation.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br RESOLUÇÃO CVM Nº 88, DE 27 DE ABRIL DE 2022
Section V – Cancellation of Registration
Art. 23. The granted registration may be cancelled:
I – at the request of the electronic participative investment platform; II – by decision of the SSE, after an administrative process in which the right to contradict and full defense are ensured, in the following cases:
a) when it is found that the registration was obtained through false statements or other illicit means; or b) when it becomes evident that the electronic participative investment platform does not meet the requirements and conditions established in this Resolution; or III – when bankruptcy, judicial or extrajudicial liquidation, or dissolution of the electronic participative investment platform is decreed. § 1º In the case provided for in item I of the caput, the electronic participative investment platform must communicate the fact to the small business entities that have carried out offerings that were successful and to the investors of these offerings, indicating the period in which the transfer to the small business entity, or to the platform indicated by it, of the data and documents related to the services provided must occur. § 2º In the cases provided for in items II and III of the caput, the electronic participative investment platform must immediately transfer to the small business entity, or to the platform indicated by it, the data and documents related to the services provided, communicating the fact to the SSE and to the registrar, if applicable. Art. 24. The SSE must cancel ex officio the registration of an electronic participative investment platform in the following cases:
I – absence of the start of distribution of public offerings during 18 (eighteen) months counted from the date of obtaining the registration of the electronic participative investment platform or the date of closure of the last offering carried out, whichever occurs last; and II – absence of conclusion of distribution of public offerings successfully during 36 (thirty-six) months counted from the date of obtaining the registration of the electronic participative investment platform or the date of closure of the last offering carried out successfully, whichever occurs last.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br RESOLUÇÃO CVM Nº 88, DE 27 DE ABRIL DE 2022 Sole paragraph. In the case of cancellation of registration ex officio in accordance with this article, § 2º of art. 23 must be observed.
CHAPTER VII – CONDUCT RULES OF ELECTRONIC PARTICIPATIVE INVESTMENT PLATFORMS
Section I – Duties of platforms
Subsection I – General Rules
Art. 25. The information regarding the offering exempt from registration under this Resolution, provided by the platform through the worldwide computer network, or by program, application, or any other electronic means, must be disclosed equitably to all recipients of the offering. Art. 26. Electronic participative investment platforms must:
I – take all precautions and act with high standards of diligence, being liable for lack of diligence or omission, to ensure that:
a) the small business entity is a regularly constituted company and meets the requirements of this Resolution; b) the information provided by the small business entity is true, consistent, correct, and sufficient, allowing investors to make an informed decision regarding the offering; c) the issuance of the security has been formally approved by the deliberative bodies of the small business entity and is in accordance with the corporate type of the small business entity according to current laws and regulations; d) the contract or deed guarantees investors the right to convert, according to the investor's manifestation, the securities into participation in the small business entity until its maturity, in the case of offerings of debt-representative titles convertible; e) the contract or deed guarantees the prohibition of early redemption without the creditor's consent, in the case of offerings of debt-representative titles convertible;

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br RESOLUÇÃO CVM Nº 88, DE 27 DE ABRIL DE 2022 f) the contract or deed guarantees investors the right to joint alienation, on the same terms and at the same price as those offered to the controllers of the shares, instruments, or quotas resulting from the conversion of the securities offered in accordance with this Resolution, in the case of a binding offer to controllers to alienate, directly or indirectly, the control of the small business entity; g) when applicable, the information provided by the lead investor is true, consistent, correct, and sufficient, allowing investors to make an informed decision regarding the offering; h) in the case of the lead investor alienating, in whole or in part, their investment in the small business entity, there is a contractual provision that guarantees the right of the other supporting investors of the syndicate to joint alienation of the securities, on the same terms and at the same price as those offered to the leader; i) the investor receives the subscribed security, in the case of offerings where the minimum fundraising target is reached; j) the information related to the capital structure of the small business entity, provided in item “k” of Section 6 of Annex E, is correct and adequately reflects the investor's expected participation upon the issuance of the offered shares or the conversion of their securities, as applicable; k) equitable treatment is guaranteed to all investors of the offering; and l) the promotion of the public offering in accordance with art. 11 meets the requirements of this Resolution, and a list of persons hired by the platform, by the small business entity, or by persons related to them to promote the dissemination of the public offering is made available; II – disclose, prominently, any conflicts of interest in the essential information of the offering; III – maintain records of each investor's participation in the offerings conducted, including:
a) full name, CPF, address, and electronic address; b) quantity of securities subscribed; c) value of the investment expressed in reais; d) date of confirmation of the investment, according to art. 3º, § 2º, and

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br RESOLUÇÃO CVM Nº 88, DE 27 DE ABRIL DE 2022 e) date of transfer of resources; IV – obtain from the offering investor, prior to the confirmation of the investment, the signature of an adherence term and a risk awareness statement, declaring that they have accessed the essential information of the public offering, especially the risk alerts, and that they are aware:
a) of the possibility of losing the entire invested capital due to the failure of the small business entity; b) when applicable, of the risk arising from the acquisition or conversion of the securities of which they are holders into participation in small business entities that, depending on the corporate type adopted, may entail risks to their personal assets due to their limited liability not being recognized in judicial decisions in labor, social security, and tax spheres, among others; c) of the risks associated with holding a minority position in the small business entity, considering the influence that its controllers may exert on corporate events such as the additional issuance of securities, alienation of control or assets, and transactions with related parties; d) of the credit risk of the small business entity, upon the issuance of debt-representative titles; e) of the risk associated with the difficulties that may be faced in selling securities of a small business entity not registered with the CVM and not admitted to trading on regulated markets; f) that the small business entity is not registered with the CVM and that there may be no continuous information provision by the company after the offering; g) that there is no obligation, defined by law or regulation, for the small business entity that is not constituted as a corporation to transform into this type of company; V – if they detect any fact or irregularity that justifies the suspension or cancellation of the offering, suspend the distribution and immediately communicate to the CVM; VI – maintain an electronic discussion forum for each offering, restricted to the investors recipients of the offering, in which it is possible to send questions, request additional information,

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br RESOLUÇÃO CVM Nº 88, DE 27 DE ABRIL DE 2022 express opinions regarding the offering or the small business entity, and interact electronically with other investors; VII – verify the requirements regarding the qualification of the lead investor of the participative investment syndicate, in accordance with art. 47; VIII – supervise the actions of the lead investors in their electronic environment and maintain adequate controls over such activities; IX – have sufficient administrative organization and human resources for the adequate provision of their services; X – ensure that the performance fees to be charged by the platform or by the lead investor are calculated based on a simple percentage of the gross capital gain of the investor; XI – maintain an investor service, responsible for clarifying doubts and receiving investor complaints, as well as communications from the CVM; XII – keep available and updated on a webpage of the worldwide computer network, program, application, or electronic means, without access restrictions for the general public, the form provided in Annex D for small business entities that have carried out offerings in their digital environment concluded successfully; XIII – keep confidentiality regarding the financial information and operations carried out by its clients; XIV – ensure that the fee provided for in Annex IV of the law dealing with the supervision fee of the securities and capital markets was paid by the issuer of the securities, on the date of closure of the offering concluded successfully; XV – maintain a register of investors, as well as internal controls regarding the compatibility between the movements of client resources and their financial capacity, in accordance with the regulation that provides for the prevention of money laundering and financing of terrorism – PLDFT within the securities market; XVI – ensure that the securities issued by the small business entity are subject to bookkeeping or control of ownership and corporate participation, in accordance with art. 3º, V, and Chapter IV; and

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br RESOLUÇÃO CVM Nº 88, DE 27 DE ABRIL DE 2022 XVII – if the securities are subject to bookkeeping, in accordance with the specific regulation of the CVM, communicate within 24 (twenty-four) hours to the registrars of the securities the occurrence of any transfer of ownership that is known to the platform, including those resulting from the platform's acting as an intermediary in subsequent transactions. Subsection I – Professional Responsible for Internal Controls Art. 27. The platform that exceeds, in the fiscal year, the volume of successful public offerings exceeding R$ 30 million (thirty million reais), must permanently have a professional responsible for supervising the rules, procedures, and internal controls. § 1º The professional referred to in the caput must:
I – act with probity, good faith, and professional ethics, employing, in the exercise of their functions, all care and diligence expected of professionals in their position; II – have qualifications compatible with the exercise of their functions; III – have autonomy and sufficient resources to perform their functions; and IV – report directly to the highest instance of the platform. § 2º The function referred to in the caput may be performed jointly with other functions on the platform, provided that it does not imply possible conflicts of interest, mainly with the platform's business areas. § 3º The electronic participative investment platform must appoint the professional referred to in the caput by March 1st of the fiscal year following that in which the condition provided for in the provision was verified, and must communicate this to the CVM within 7 (seven) days, and include such information in the annual report provided for in Annex H. § 4º The replacement of the professional referred to in the caput must be informed to the CVM by the platform within 7 (seven) days, counted from their appointment. § 5º The SSE may request the replacement of the professional referred to in the caput, if it concludes that items I and II of § 1º of this article were not met. Subsection II – Content of the Contract

SECURITIES AND EXCHANGE COMMISSION OF BRAZIL (CVM) Seven of September Street, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Cincinato Braga Street, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Corporate Financial Center Building, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br

CVM RESOLUTION NO. 88, OF APRIL 27, 2022

Art. 28. The contractual relationship between the electronic investment platform and the small business issuer making the public offering must necessarily contain a clause stipulating:

I – the information that the small business issuer commits to disclose in accordance with Section 5 of Annex E of this Resolution, indicating its frequency and the deadline for making it available to the platform;

II – the duty of the small business issuer to notify the platform, within a period of up to 5 (five) days, of the occurrence of the following events:

a) closure of the activities of the small business issuer;

b) change in the objective of the business plan contained in the essential information of the offering; and

c) material information intended for the holders of the securities offered;

III – the duty of the small business issuer to notify investors and the platform, with a minimum advance notice of 20 (twenty) days, of any event or fact involving any deliberation by the holders of the securities, including the exercise of any right over the securities;

IV – the procedure regarding the availability, through the platform and other communication channels with investors, of sufficient informational content for the holders of the securities to make a reasoned and well-founded decision, in the situations provided for in item III of the caput;

V – the hiring and maintenance, by the small business issuer, of securities record-keeping services for the securities issued by the small business issuer, if applicable, in accordance with specific regulation;

VI – information regarding the option by the small business issuer to hire and maintain, by the platform, the services of control of ownership and corporate participation, if applicable; and

VII – duties and obligations of both parties in case the small business issuer authorizes the platform to act as an intermediary for subsequent transactions, necessarily including the availability of the information mentioned in items I to III of the caput to all active investors on the platform.

§ 1º The information referred to in Section 5 of Annex E of this Resolution must have a minimum frequency of semi-annual.

§ 2º Access to the information of the small business issuer referred to in Section 5 of Annex E of this Resolution must be equitable for all investors who joined the offering, regardless of the amount invested and the adherence to an investment syndicate, and, in the case of consent by the small business issuer for the platform to act as an intermediary for subsequent transactions, to all active investors on the platform.

Subsection III – Disclosure of Information

Art. 29. The platform must disclose the information provided for in Art. 28 to investors who have acquired the offered securities and, if authorized to act as an intermediary for subsequent transactions in accordance with Art. 15, to active investors, within 2 (two) business days after receipt.

Sole Paragraph. For the purposes of the provision in the caput, the platform must maintain a page on the worldwide computer network, program, application, or electronic medium, with restricted access to the persons indicated in the caput.

Art. 30. The obligation to disclose the information required in Arts. 28 and 29, as well as to maintain the page referred to in Art. 9º, ceases in the following cases:

I – maturity of the offered security in accordance with this Resolution and respective payment of principal and interest;

II – conversion of the entire issuance of the offered security in accordance with this Resolution into shares of a corporation; or

III – after communication of the closure of the activities of the small business issuer.

Art. 31. The provisions of Arts. 28 to 30 of this Resolution do not waive the information reporting obligations of the small business issuer provided for by law, according to its corporate type.

Subsection IV – Default by the Small Business Issuer

Art. 32. The small business issuer that has previously used the exemption from registration of public offerings in accordance with this Resolution is prohibited from making a new offering if it is in default regarding the provision of continuous information after the offering, in accordance with Section 5 of Annex E.

§ 1º For the purposes of this Resolution, the small business issuer is considered in default if it has failed to present the periodic information by the deadline and has not cured this omission within 15 (fifteen) days.

§ 2º The platform must publish on a page on the worldwide computer network, program, application, or electronic medium, with unrestricted access for the general public, the list of small business issuers that are in default regarding the fulfillment of contractual obligations for the provision of periodic information provided for in Art. 28, I.

Subsection V – Educational Material

Art. 33. The platform must prepare educational material aimed at guiding interested parties in this type of offering and containing information on:

I – the offering procedures, including:

a) the method of confirming the investment;

b) the mechanisms for the investor to exercise their right of withdrawal as provided for in Art. 3, III;

c) the possibility of partial offering if the minimum target fundraising value is reached;

d) guidelines for sending the declarations contained in Annexes A, B, and C; and

e) other relevant information for understanding the functioning of the offering;

II – individual investment restrictions, in accordance with Art. 4 of this Resolution;

III – the technical terms that usually appear in the contracts or deeds used by the platform;

IV – the risk of investment in small business issuers and the possibility of losing the total invested capital;

V – the indication that the constitution of a diversified portfolio by the investor is the greatest mitigator of the risks involved in investment in small business issuers;

VI – the mortality rates of microenterprises and small businesses observed in the country, with indication of the source of information used;

VII – the difficulty of evaluating the company's value at the time of the offering;

VIII – the return periods that should be expected in this type of undertaking;

IX – the lack of liquidity of the security;

X – the difficulties in pricing the security after the offering;

XI – the absence of obligation to present financial statements to investors and the requirement of independent audit of financial statements, if applicable;

XII – the fact that the securities will not be held by a custodian institution, if this service is not hired by the small business issuer, and the implications of this fact;

XIII – in the case of the use of an investment syndicate, the forms of its functioning, including the possibility of indirect investment in the small business issuer through the use of an investment vehicle structure, as well as the additional costs arising from its structure;

XIV – the calculation method, including numerical examples, of the performance fee paid:

a) to the platform, if applicable; and

b) to the lead investor in the event of the use of an investment syndicate, if applicable;

XV – how to send inquiries and complaints to the platform, also informing the electronic address of the Citizen Service Center (SAC) of the Securities and Exchange Commission of Brazil – CVM, in case not satisfactorily attended by the platform, as well as for sending reports; and

XVI – the procedures to be adopted by the investor to notify the platform about the occurrence of a private transaction in order to facilitate the update of the ownership of the offered securities.

§ 1º The educational content must be sent electronically to all investors who have expressed interest in the offerings by registering on the platform and must be available to the general public without access restrictions on a page dedicated exclusively to this content, with the respective access address highlighted on the main page of the platform on the worldwide computer network.

§ 2º The programs, applications, or any electronic means made available by the platform must highlight the existence of the educational content, providing unrestricted access for the general public.

Art. 34. The platform must always present the following notice in bold on its main page and in the programs, applications, or any electronic means made available:

"Small business issuers and the offerings presented on this platform are automatically exempt from registration by the Securities and Exchange Commission of Brazil - CVM.

The CVM does not pre-analyze the offerings.

The offerings made do not imply, on the part of the CVM, a guarantee of the truthfulness of the information provided, compliance with current legislation, or judgment on the quality of the small business issuer.

Before accepting an offering, read the essential information of the offering carefully, especially the section of alerts on risks."

Art. 35. Platforms must send to the CVM through an electronic system available on the CVM's page on the worldwide computer network, the following documents and information:

I – on the start date of each offering and within 5 (five) calendar days after the end, the information described in Annex G; and

II – annually, until March 1st, a report with the offerings made, containing the information described in Annex H.

Section II – Prohibitions

Art. 36. In conducting their activities, electronic investment platforms, their partners, administrators, and employees may not:

I – conduct the search, in whole or in part, of subscribers or acquirers of the offered securities exempt from registration in accordance with this Resolution outside the electronic environment of the platform, except as provided in Art. 11;

II – conduct negotiation in a store, office, or establishment open to the public, intended, in whole or in part, for subscribers or acquirers of the offered securities exempt from registration based on this Resolution;

III – conduct the search, in whole or in part, of subscribers or acquirers of the offered securities exempt from registration in accordance with this Resolution by means of telephone contact;

IV – promise predetermined returns to investors;

V – manage investor resources discretely;

VI – make personalized recommendations to investors regarding the public offerings exempt from registration;

VII – receive deposits of the amounts made available by investors in checking accounts or carry out any activity exclusive to financial institutions;

VIII – carry out activities exclusive to entities administering organized securities markets;

IX – carry out secondary intermediation activities of securities, without prejudice to the provisions of Chapter V;

X – hold the securities acquired by investors;

XI – grant credit to investors or the small business issuer;

XII – provide mechanisms that allow investors to make automatic applications in one or more offerings;

XIII – restrict participation in the offering to persons who have purchased products or services from the issuer;

XIV – request transfer of investor resources before the start of a public offering;

XV – distribute, outside the electronic environment of the platform, securities of a small business issuer subject to an ongoing public offering;

XVI – carry out or disclose other types of investment offerings on the platform's page on the worldwide computer network intended for offerings conducted in accordance with this Resolution; and

XVII – hold, prior to the offering, either through direct participation or convertible securities, participation exceeding 20% (twenty percent) of the share capital of the small business issuer subject to the public offering, except in the case of a subsequent public offering or an offering by the platform itself as a small business issuer.

Section III – Communication with Investors

Art. 37. In the operation of the platform's electronic discussion forums, its partners, administrators, employees, both of the offering small business issuer and of the platform, as well as lead investors, are prohibited from deleting or removing comments that disagree with the premises or predictions of the future performance of the undertakings that have been presented by the small business issuer, the lead investor, the platform itself, or other forum users.

Sole Paragraph. The moderator of the electronic discussion forum may remove content that conveys a message of hate, discriminatory, illegal, immoral, or in offensive and inappropriate language.

Art. 38. Messages sent through the platform, electronic discussion forums, email, social media, and other similar programs and applications must contain clear identification of the platform, its partners, administrators, and employees, the lead investor, or the small business issuer and its representatives as participant or sender.

Section IV – Responsibility of Administrators

Art. 39. The administrators of the electronic investment platform, within their competencies, have the duty to ensure compliance with the obligations imposed on the platform by this Resolution.

CHAPTER VIII – DUTIES OF THE SMALL BUSINESS ISSUER

Art. 40. The small business issuer is responsible for the truthfulness, consistency, quality, and sufficiency of the information provided to the platform for the purpose of carrying out a public offering exempt from registration in accordance with this Instruction, without prejudice to the provision in Art. 26.

Art. 41. The duties of the small business issuer are:

I – to guarantee equitable treatment among investors in the public offering;

II – upon hiring the platform, to inform if it has already carried out public offerings of distribution of securities on other electronic investment platforms; and

III – to inform the platform, 3 (three) business days in advance of the disclosure or occurrence of the event, the promotion of the public offering in accordance with Art. 11.

Art. 42. The administrators of the small business issuer, within their competencies, have the duty to observe the provisions of this Resolution and ensure compliance with the obligations imposed on the company.

CHAPTER IX – INVESTMENT SYNDICATE

Section I – Constitution

Art. 43. It is permitted for platforms to admit in their electronic environment the grouping of supporting investors in support of a lead investor into an investment syndicate for the purpose of participating in public offerings of distribution of securities of small business issuers carried out in accordance with this Resolution.

Art. 44. It is admitted that an investment vehicle ("vehicle") be constituted for the investment syndicate to participate in public offerings of distribution of securities exempt from registration in accordance with this Resolution, provided that:

I – each vehicle is restricted to participation in only one public offering of securities distributed in accordance with this Resolution, and the acquisition of securities issued by more than one small business issuer is prohibited;

II – the vehicle does not expose supporting investors to additional risks to those they would incur when investing individually in the same offering;

III – the vehicle does not subject supporting investors to credit risk different from that of the small business issuer issuing the securities offered publicly;

IV – equitable treatment is guaranteed to all supporting investors who joined the vehicle;

V – the vehicle has adequate governance rules that allow the participation of supporting investors in the event of the need for deliberations regarding the invested small business issuer or the securities issued by it;

VI – in the event of conversion or alienation of the investment made by the vehicle, supporting investors are guaranteed, individually, the right to choose to receive the securities or the resources received by the vehicle, except for the portion corresponding to the performance fee due to the lead investor and the platform, if applicable; and

VII – with respect to item VI, a period not exceeding 30 (thirty) days is stipulated for the transfer of the securities or the resources received by the vehicle to the supporting investors.

Art. 45. The platform that allows an investment syndicate constituted in the form of an investment vehicle to participate in public offerings in its electronic environment must:

I – verify the existence of a contractual provision consistent with the need for resources for the funding of activities related to the functioning of the syndicate; and

II – disclose the costs or the method of funding associated with the functioning of the syndicate in the essential information of the offering.

Section II – Lead Investor

Art. 46. Participation of a lead investor is admitted in public offerings exempt from registration in accordance with this Resolution, with the aim of reducing information asymmetry between issuers and investors.

SECURITY AND EXCHANGE COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br

CVM RESOLUTION NO. 88, OF APRIL 27, 2022

§ 1 The lead investor must present their investment thesis exposing the justifications for the choice of the small business company in order to assist investors in the investment decision-making process.

§ 2 The lead investor must disclose their previous experience in leading investment rounds or with making previous investments in small business companies, including the percentage of their participation and the results obtained.

§ 3 The lead investor may also act:
I – with the small business company, applying their knowledge, experience and network of relationships aiming to increase the chances of success of the company, and II – as an interlocutor between the small business company and the participatory investment syndicate, always in alignment with the interest of the syndicate's investors.

§ 4 The payment of the performance fee due by supporting investors to the lead investor and to the platform is admitted, including through securities issued by the small business company.

Art. 47. The lead investor must meet the following requirements:
I – not hold, prior to the offering, whether through direct participation or through convertible securities, a participation greater than 20% (twenty percent) of the share capital of the small business company subject to the public offering; II – make an investment with own resources in the small business company, under the same terms as the other supporting investors of the syndicate, observing § 1. III – not be disqualified or suspended from holding office in financial institutions and other entities authorized to operate by the CVM, by the Central Bank of Brazil, by the Private Insurance Superintendence – SUSEP or by the National Superintendence of Complementary Pension – PREVIC; IV – not have been convicted of a bankruptcy crime, malfeasance, bribery, extortion, embezzlement, money laundering or concealment of assets, rights and values, against the popular economy, the economic order, consumer relations, public faith or public property, the national financial system or a criminal penalty that prohibits, even temporarily, access to public positions, by a final and unappealable decision, except in the case of rehabilitation; and

CVM RESOLUTION NO. 88, OF APRIL 27, 2022

V – not have suffered, in the last 5 (five) years, punishment as a result of activity subject to the control and supervision of the CVM, of the Central Bank of Brazil, of the Private Insurance Superintendence – SUSEP or of the National Superintendence of Complementary Pension – PREVIC.

§ 1 For the purposes of item II of the caput, the value contributed by the lead investor must be:
I – of at least 5% (five percent) of the minimum fundraising target value, in the case of a public offering with a maximum fundraising target value of up to R$ 5,000,000.00 (five million reais); II – of at least 4% (four percent) of the minimum fundraising target value, in the case of a public offering with a maximum fundraising target value greater than R$ 5,000,000.00 (five million reais) and less than R$ 10,000,000.00 (ten million reais); and III – of at least 3.5% (three and a half percent) of the minimum fundraising target value in the case of a public offering with a maximum fundraising target value greater than R$ 10,000,000.00 (ten million reais).

§ 2 In the case of a lead investor being a legal entity, the items of the caput apply to the group of partners, administrators, as well as to the other service providers of the fund.

Art. 48. The platform must enter into a contract with the lead investor that establishes the following prohibitions during the exercise of its activities:
I – receiving any kind of remuneration derived from investors, except for the variable performance fee based on the return of the securities acquired by the supporting investors of the syndicate; II – carrying out any activities prohibited to platforms, their partners, administrators and employees listed in art. 36 of this Resolution; and III – increasing the performance fee contained in the essential information of the offering after its closure.

CHAPTER X – MAINTENANCE OF RECORDS

Art. 49. Collective investment platforms must maintain, for a minimum period of 5 (five) years, counted from the date of closure of the offering, or for a longer period by express determination of the CVM, all documents and information required by this Resolution.

§ 1 Digitized images are admitted in substitution for original documents, provided that the process is carried out in accordance with the law that provides for the preparation and archiving of public and private documents in electromagnetic media, and with the decree that establishes the technique and requirements for the digitization of these documents.

§ 2 The source document may be discarded after its digitization, except if it presents material damage that compromises its legibility.

CHAPTER XI – FINAL AND TRANSITORY PROVISIONS

Art. 50. A serious infraction is considered, for the purposes of § 3 of art. 11 of Law No. 6.385, of December 7, 1976, the non-observance of the provisions in arts. 3 to 5, 8, 10, 11, 12, 15, §§ 1 to 4, 16, 17, 18, 25, 26, 34, 36 to 39, 44, 45 and 47 to 49 of this Resolution.

Art. 51. The platform administrator is subject to the daily fine provided for in the specific norm that deals with coercive fines due to non-compliance with the deadlines for delivering information referred to in art. 35, without prejudice to the provisions of art. 11 of Law No. 6.385, of 1976.

Art. 52. Participatory investment platforms governed by this Resolution are exempt from observing the specific regulation on the verification of the adequacy of products, services and operations to the client's profile.

Art. 53. The obligation referred to in art. 3, V, only applies to public offerings initiated after the entry into force of this Resolution.

Art. 53. The obligation referred to in art. 3, V, applies to public offerings initiated after 90 (ninety) days counted from the entry into force of this Resolution.

Caput with wording given by CVM Resolution No. 158, of June 28, 2022.

Sole Paragraph. During the 90 (ninety) day period referred to in the caput and while the obligation to which it refers is not observed:
I – the maximum fundraising target value provided for in art. 3, I, cannot be greater than R$ 5,000,000.00 (five million reais); and II – it is not permitted to carry out subsequent transactions with securities of a small business company, in accordance with Chapter V.

Sole paragraph included by CVM Resolution No. 158, of June 28, 2022.

CVM RESOLUTION NO. 88, OF APRIL 27, 2022

Art. 54. The small business company that has already carried out or is carrying out a public offering under this Resolution may authorize the platform to act as an intermediary for subsequent transactions referred to in Chapter V, provided that:
I – the public offering is closed successfully; II – the small business company formalizes such consent with the platform, in accordance with art. 17; III – the small business company hires:
a) the platform that carried out the initiated public offering to provide the services of control of ownership and corporate participation of the securities issued by it; or b) a securities registrar registered with the CVM, in accordance with specific regulation, in case the platform does not provide such service or the small business company has already carried out successful public offerings on another platform.

Art. 55. The legal entity that already holds authorization to provide electronic participatory investment platform services on the date of entry into force of this Resolution must:
I – within a period of 6 (six) months counted from the entry into force of this Resolution, send to the SSE proof that the minimum paid-up share capital requirement stipulated in art. 19, § 1, I, was met; II – if it intends to offer the services of control of ownership and participation, attest, through a declaration sent to the SSE, that it is able to provide the services in light of the requirements provided for in art. 13, as well as inform the estimated date for the start of its provision.

§ 1 In the case of registration requests under analysis upon the entry into force of this Resolution, the period provided for in item I of the caput must be counted from the date of authorization grant.

§ 2 The declaration mentioned in item II of the caput must be sent through a digital protocol and is a condition for the start of the provision of the services provided for in art. 13.

Art. 56. CVM Instruction 588, of July 13, 2017, is revoked.

Art. 57. This Resolution enters into force on July 1, 2022.

§ 1 The obligation provided for in art. 27 only applies to the fiscal year ending from the beginning of the validity of this Resolution.

CVM RESOLUTION NO. 88, OF APRIL 27, 2022

§ 2 The verification of the classification within the deadlines provided for in items I and II of art. 24 must occur from January 1, 2023.

Signed original by
MARCELO BARBOSA
President

CVM RESOLUTION NO. 88, OF APRIL 27, 2022

ANNEX A TO CVM RESOLUTION NO. 88, OF APRIL 27, 2022
DECLARATION OF QUALIFIED INVESTOR STATUS

By signing this term, I affirm my status as a qualified investor and declare that I possess knowledge about the financial market sufficient so that a set of legal and regulatory protections granted to investors who are not qualified are not applicable to me.

As a qualified investor, I attest to being able to understand and weigh the financial risks related to the application of my resources in a public offering of distribution of securities issued by small business companies, carried out with exemption from registration with the Securities and Exchange Commission of Brazil - CVM, through an electronic participatory investment platform.

I declare, under the penalties of the law, that I have financial investments in a value greater than R$ 1,000,000.00 (one million reais).

Date and place,

[Insert name] [CPF]

CVM RESOLUTION NO. 88, OF APRIL 27, 2022

ANNEX B TO CVM RESOLUTION NO. 88, OF APRIL 27, 2022
DECLARATION

I declare, under the penalties of the law, that:

I have annual gross income or financial investments in a value greater than R$ 200,000.00 (two hundred thousand reais).
the value of my investment in the offering of [ small business company ], when added to the value of R$ [ amount ] that I have already invested in the calendar year in offerings exempt from registration with the Securities and Exchange Commission of Brazil – CVM through electronic participatory investment platforms (investment crowdfunding), does not exceed 10% (ten percent) of the greater of: (a) my annual gross income; or (b) the total amount of my financial investments.
I understand that the 10% (ten percent) limit aims to protect investors due to the level of risk and lack of liquidity associated with investments through crowdfunding.
I understand that it is my responsibility to ensure that the total value of my investments made in the calendar year on all combined investment crowdfunding platforms does not exceed the limit.

Date and place,

[Insert name] [CPF]

CVM RESOLUTION NO. 88, OF APRIL 27, 2022

ANNEX C TO CVM RESOLUTION NO. 88, OF APRIL 27, 2022
DECLARATION

I declare, under the penalties of the law, that:

the value of my investment in the offering of [ small business company ], when added to the value of R$ [ amount ] that I have already invested in the calendar year in offerings exempt from registration with the Securities and Exchange Commission of Brazil – CVM through electronic participatory investment platforms (investment crowdfunding), does not exceed R$ 20,000.00 (twenty thousand reais).
I understand that the limit of R$ 20,000.00 (twenty thousand reais) aims to protect investors due to the level of risk and lack of liquidity associated with investments through crowdfunding.
I understand that it is my responsibility to ensure that the total value of my investments made in the calendar year on all combined investment crowdfunding platforms does not exceed the limit.

Date and place,

[Insert name] [CPF]

CVM RESOLUTION NO. 88, OF APRIL 27, 2022

ANNEX D TO CVM RESOLUTION NO. 88, OF APRIL 27, 2022
CONSOLIDATED LIST OF CLOSED OFFERINGS WHOSE MINIMUM FUNDRAISING TARGET VALUE WAS MET 1

Number	Small business company	CNPJ	Date of closure of the offering	Amount raised
1	[name]	[no.]	[date]	R$ [amount]
2	[name]	[no.]	[date]	R$ [amount]
3	[name]	[no.]	[date]	R$ [amount]
4	[name]	[no.]	[date]	R$ [amount]
5	[name]	[no.]	[date]	R$ [amount]
...	[name]	[no.]	[date]	R$ [amount]

Total Amount Raised on the platform R$ [amount]

1 The information must be provided regarding each offering whose minimum fundraising target value was met, with the last line of the table disclosing the total amount already raised by the platform.

CVM RESOLUTION NO. 88, OF APRIL 27, 2022

ANNEX E TO CVM RESOLUTION NO. 88, OF APRIL 27, 2022
ESSENTIAL INFORMATION ABOUT THE PUBLIC OFFERING OF DISTRIBUTION OF SECURITIES ISSUED BY A SMALL BUSINESS COMPANY EXEMPT FROM REGISTRATION BY THE CVM AND CARRIED OUT THROUGH AN ELECTRONIC PARTICIPATORY INVESTMENT PLATFORM:

Before investing, read this material carefully.

Section 1. Information about the small business company:
a) name, corporate form, headquarters, contact address and the National Registry of Legal Entities – CNPJ number; b) sector of activity, activities developed and company history; c) number of employees and outsourced workers; d) net worth and share capital; e) indication of whether the financial statements prepared were or were not audited by an independent auditor registered with the Securities and Exchange Commission of Brazil; f) identification of the main executives, including the CPF, their functions and resumes; and g) identification of the controllers, including the CPF and the percentages of voting and total capital held. h) inform if it has already carried out public offerings of securities under this Resolution:

on its own platform and if it is authorized to act as an intermediary for subsequent transactions;
on other platforms and if they are authorized to act as intermediaries for subsequent transactions.

Section 2. Information about the business plan:
a) the objective of the business; b) the main products or services offered; c) the target audience of the business; d) the region of operation;

e) the purpose of the offering; f) the destination and form of use of the raised resources, indicating the activities that will be carried out in the minimum and maximum fundraising scenarios, highlighting, if applicable, the intention to acquire direct control of other companies, in accordance with this Resolution; g) the estimated annual revenue for the subsequent 5 (five) years; h) in the event of a previous public offering of securities of the small business company that was exempt from registration under this Resolution, inform the prices practiced; and i) other information considered relevant.

Section 3. Information about the offered security:
a) type, quantity offered, unit price or nominal value, as applicable, and fundraising period with the respective start and end dates; b) total value of the offering, indicating, if applicable, the possibility of partial distribution if the minimum fundraising value is reached, c) inform if the small business company authorizes the platform to act as an intermediary for subsequent transactions; c) inform if the small business company authorizes the platform to act as an intermediary for subsequent transactions and, if so, what types of investors may be potential buyers in accordance with art. 16, I, letter “b” and § 3;

Item c with wording given by CVM Resolution No. 158, of June 28, 2022.
d) clarification if the security offered:

confers on the holder a credit right against the small business company and the remuneration conditions, in a precise and clear manner, including, if applicable, a formula that is consistent and verifiable;
is a debt title convertible into participation;
confers participation in the capital;
confers voting rights and, especially, if there are any restrictions on this right; and

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br RESOLUÇÃO CVM Nº 88, DE 27 DE ABRIL DE 2022
5. is subject to free assignment or transfer, or what are the limitations to these rights;
e) regarding item 3 of subsection (d) of this section, what is the percentage corresponding to the capital of the business company being offered on the date the offering begins; f) regarding item 2 of subsection (d) of this section, the conditions under which the conversion will take place and the valuation method of the small business company for the purpose of determining the price and quantity of the securities to be issued upon conversion; g) regarding items 2 and 3 of subsection (d) of this section, the eventual existence of an obligation to adhere to a shareholders' or partners' agreement, upon acquisition or conversion of the participation title, along with the main rights and obligations arising from this agreement, especially regarding limitations on voting rights; h) regarding item 2 of subsection (d) of this section, what political and patrimonial rights in the small business company will be conferred by the shares to be delivered to the investor upon conversion; i) in the case of non-convertible securities, also inform the maturity date, payment method, and hypotheses for early maturity and conditions for early redemption, if applicable; and j) information about the provider of the securities registration services, if any, and, if there is none, inform that the platform must provide ownership control and corporate participation services for securities.
Section 4. Information about the investment syndicate, if any:
a) mode of operation, specifying whether there is a structured investment vehicle to gather investors; b) if an investment vehicle is structured, explain its governance rules; c) if an investment vehicle is structured, provide information about the contractual instruments that guarantee the investor's participation in the vehicle; d) rights and obligations of the investors in the investment syndicate; e) if an investment vehicle is structured, identify and qualify its administrator; f) if an investment vehicle is structured, specify its formation and operation costs, establishing the payment method for these costs throughout the vehicle's duration;

identification and qualification, including administrator and partners, in the case of a legal entity;
intended contribution value in the public offering;
performance fee calculation method, if applicable;
other forms of remuneration, observing art. 48, I;
eventual participation in the issuer's administrative board after the completion of the offering;
potential conflicts of interest regarding the small business company, including values already invested in the business;
when applicable, content and periodicity of information to be provided regarding business progress and risk monitoring metrics and positive social and environmental impact metrics applicable to small business companies;
functions to be performed in accordance with art. 46, § 3º of the Resolution;
experience in the markets in which the company operates;
communication channel between the lead investor and other investors in the offering; and
the lead investor's investments used to prove their experience, according to art. 46, § 2º, listing the small business companies in which they have already invested, the percentage of their participation, and the positive and negative results already achieved.
Section 5. Communication regarding the provision of continuous information after the offering
a) describe which periodic information the small business company commits to disclose to investors through the platform, describing the periodicity and the information to be provided, such as: performance indicators, financial information, development of new products, team changes, monitoring of social and environmental impact indicators, etc.
Section 6. Risk Alerts:

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br RESOLUÇÃO CVM Nº 88, DE 27 DE ABRIL DE 2022 a) inform that there is a possibility of losing the entire invested capital due to the failure of the small business company; b) inform about the eventual existence of other titles, instruments, or securities of the small business company that confer additional rights or privileges to those subject of the offering and how those rights may materially limit or dilute the investor's participation in the company; c) inform about the eventual existence of a private offering that makes up the financing round, whether prior or simultaneous, including the amount of the private offering expressed in monetary value and in proportion to the target value being publicly offered with exemption from registration under this Resolution, and, when applicable, clarify how the titles, instruments, or securities offered privately may materially limit or dilute the investor's participation; d) inform the investor's right to withdraw from the investment without incurring any fines or penalties, during the withdrawal period; e) notify that there is no obligation for the small business company, which is not constituted as a corporation, to transform into this type of company, describing the implications of non-transformation for the holder of the acquired securities; f) when applicable, describe the responsibilities arising from the acquisition and conversion of participation in business companies that, depending on the corporate type adopted, may entail possible risks to the investor's personal property due to their limited patrimonial liability not being recognized in judicial decisions in labor, social security, and tax spheres, among others; g) inform about the eventual existence of remuneration plans based on shares or options, including those already approved or in the implementation or negotiation phase, and how the exercise of these plans may materially limit or dilute the investor's participation in the company; h) inform about the non-existence of a regulated secondary market for trading securities acquired in an offering exempt from registration under this Resolution; i) inform that the small business company is not registered with the CVM and that there may be no continuous information provision after the offering is completed;

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br RESOLUÇÃO CVM Nº 88, DE 27 DE ABRIL DE 2022 j) inform that there is a risk of discontinuity of the platform's operations, which may affect the obtaining of information about the small business company after the offering is completed; k) present the current and future share capital structure of the small business company, considering the conversion or exercise of all securities issued by it, according to the calculation formula disclosed, if applicable, as well as reflecting remuneration plans based on shares or options, considering the least beneficial conversion scenario for the investor; and
Section 7. Judicial and Administrative Processes
a) describe the non-confidential judicial, administrative, or arbitral processes relevant to its business in which the small business company is a party, discriminating between labor, tax, civil, and others;
Section 8. Information about conflicts of interest
a) disclosure of possible situations of conflict of interest related to the platform's operation as an intermediary of the offering.
Section 9. Information about the remuneration of the electronic investment platform and the criteria used for its determination
a) fixed remuneration value, if any; b) success rate for raising the target value, if any; c) remuneration through the receipt of securities of the small business company, distributed or not in the offering, if any; d) remuneration through a performance fee, if any; and e) other forms of remuneration, if any.
Section 10. Information about applicable taxation
a) describe the taxation applicable to investors in case of obtaining a return on the investment in the small business company; and b) if an investment vehicle is structured, describe the taxation applicable in case of return on investment made via an investment syndicate.
Section 11. Warning

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br RESOLUÇÃO CVM Nº 88, DE 27 DE ABRIL DE 2022
ANNEX F TO CVM RESOLUTION NO. 88, OF APRIL 27, 2022
Documents for the Registration Request
ELECTRONIC INVESTMENT PLATFORM
Art. 1. The registration request must be accompanied by the following documents:
I – request signed by the administrator responsible for the activities of the electronic investment platform before the CVM; II – copy of the constitutive acts in their current and updated version, bearing the legal formalities, which must contain provision for the exercise of the activity and a legal entity certificate issued by the Brazilian Federal Revenue; III – financial statements prepared in accordance with current legislation; IV – independent information technology auditor's opinion on the adequacy of the systems used by the platform to the requirements of art. 19, § 1º, II; V – copy of the code of conduct, in accordance with art. 19, § 1º, III; VI – identification documents of partners and administrators, including identity, CPF, and proof of residence in the case of administrators; VII – individual declarations signed by the partners and administrators of the platform attesting to:
a) that they are not disqualified or suspended from holding office in financial institutions and other entities authorized to operate by the CVM, by the Central Bank of Brazil, by the Private Insurance Superintendence - SUSEP, or by the National Superintendence of Complementary Pension - PREVIC; b) that they have not been convicted of bankruptcy crime, prevarication, bribery, extortion, embezzlement, money "laundering" or concealment of assets, rights, and values, against the popular economy, the economic order, consumer relations, public faith, or public property, the national financial system, or a criminal penalty that prohibits, even temporarily, access to public offices, by a final decision, except for the case of rehabilitation; and c) that, in the last 5 (five) years, they have not suffered punishment due to activity subject to the control and supervision of the CVM, of the Central Bank of Brazil, of the Private Insurance Superintendence - SUSEP, or of the National Superintendence of Complementary Pension - PREVIC; and

CVM Resolution No. 88 of April 27, 2022, with amendments introduced by CVM Resolutions No. 158/22 and 226/25

Lineage: Amended

Timeline