Authors: Roberto Panucci, Tiago Severo Gomes and Daphne Minerbo
In Brazil, entering crypto via greenfield may be the most expensive way to arrive late. Many still treat crypto M&A as a growth lever, but increasingly M&A is becoming a condition of entry.
With the institutionalization of the sector, the most valuable asset is no longer just technology; it is regulatory readiness.
Whoever acquires a virtual asset service provider (VASP) that is operational in Brazil may acquire, at the same time, structure, governance, compliance, a team, an installed base and a more favorable position to navigate the regulatory transition. This is precisely the "buy rather than build" logic that is starting to prevail in a market increasingly driven by infrastructure, licenses and governance.
For foreign players, this is even more relevant.
BCB Resolution No. 520, of November 10, 2025, regulated the incorporation and operation of VASPs and set October 30, 2026 as the date after which unauthorized institutions may no longer provide these services in Brazil. The implementation of the new regime is also subject to specific operational and documentary rules issued by the Central Bank.
In practice, this reinforces an objective advantage for operations that are already established and able to navigate the regulatory process within the applicable window.
In certain cases, buying a local operation is not just a way to accelerate entry.
It is a way to buy regulatory time, operational capacity and market position.
This helps explain why the debate about crypto in Brazil is no longer just technological and now involves consolidation, access to infrastructure and institutional execution capacity. That is exactly what we wrote about in LexLegal: the sector's entry into a more institutional era and M&A as the new regulatory battleground.
The relevant question is no longer whether the market will consolidate.
The question is who will use M&A to enter Brazil with a real advantage, and who will decide to build from scratch while the market becomes more regulated, more concentrated and more competitive.
We published an article in LexLegal on this trend: “Cripto entra na era institucional: o M&A vira o novo campo de batalha regulatório.” [Crypto enters the institutional era: M&A becomes the new regulatory battleground], available at: https://lnkd.in/ebb9FsDf
