Grupo Caldeira OTC and Urban Announce Merger and Create Institutional Platform for Virtual Assets

New operation will maintain the Urban brand and combine proprietary technology, operational capacity, and institutional liquidity in a structure prepared for growth in Brazil and to assess international expansion opportunities

São Paulo -- Grupo Caldeira OTC, a cryptocurrency trading desk serving institutional clients, and Urban, which develops its own technological infrastructure for virtual assets and global payments, announce the merger of their operations. Under the Urban brand, the new company emerges as one of the main players in the Brazilian institutional market for virtual assets, with a combined transaction volume exceeding R$ 21 billion this year and a structure built on proprietary technology, liquidity, and compliance.

The new Urban will operate from São Paulo with operational presence in Rio de Janeiro. The base includes institutional clients, among fintechs, financial institutions, and corporate treasuries, and the company conducts international payments to the United States, Europe, and Asia.

The company brings together operations that have built independent trajectories but developed complementary skills in different links of the value chain of virtual asset and payment markets. The combination will allow for a more complete infrastructure to offer fintechs, financial institutions, technology companies, participants in the virtual asset market, and corporate treasuries.

"Each of the companies developed an essential competence for the institutional market. Grupo Caldeira OTC developed operational, commercial, and service excellence; and Urban built proprietary and scalable technology. The new Urban is born from the integration of these competencies, with the scale to meet companies that demand security, efficiency, liquidity, and operational predictability," says Yago Carvalho, CEO of the new Urban.

The merger was envisioned by UP TO Capital, the strategic advisor for the operation, which identified the synergies between the companies. The transaction had legal advice from Demarest Advogados.

Technology, operation, and liquidity in a single platform

The decision to combine operations was built from the relationship developed between their founders and the perception that the companies had complementary skills and met different market needs.

Grupo Caldeira OTC, founded by Caroline Caldeira and Yago Carvalho, developed a recognized performance in the institutional market, combining experience in operations, relationship, and customer service with expertise in cryptocurrency liquidity, market making, arbitrage, and high-volume trade execution.

Urban, founded by Cristian Tolosa, Israel Lujan, and Rafael Steinfeld, developed proprietary technological infrastructure aimed at virtual assets and global payments, with process automation, API integration, institutional execution, and mechanisms for traceability and operational control.

With the merger, Urban now has technology, liquidity, and operation in the same company, eliminating external dependencies. The company will also be able to develop integrated products for fintechs, financial institutions, and other market participants.

"The Brazilian digital asset market has entered a new stage of maturity. To continue evolving, it is necessary to combine scale, solid technology, liquidity, operational specialization, and a governance structure compatible with the complexity of the sector. The union was built to bring together these competencies into a more complete institutional platform for clients," says Cristian Tolosa, CFO of the new Urban.

The move, according to the partners, follows an increasingly competitive Brazilian market, where companies in the sector have been scaling up and combining competencies to offer more complete solutions.

"In an institutional market, it is not enough to have access to liquidity. It is necessary to have execution capacity, operational efficiency, and a structure to meet large volumes with agility and security. The combination of operations enhances this capacity and prepares us to meet an increasingly sophisticated demand," says Israel Lujan, Director of Operational Treasury at the new Urban.

From Liquidity Provision to Infrastructure as a Service

Urban will focus its operations on three fronts. As a liquidity provider, it will supply virtual asset liquidity on an institutional scale. In international payments and transfers, it will offer cross-border solutions using virtual assets. Through Crypto as a Service, it will provide its technology and infrastructure for other companies in the sector to develop and offer their own products and services.

With a predominantly B2B operation, Urban will also be present in B2B2C models through the solutions offered to its clients.

"The client remains at the center of the new Urban's strategy. Integration enhances our ability to understand specific needs, respond swiftly, and execute operations securely and efficiently. Our goal is to preserve the proximity built by the three companies while offering a more complete and scalable structure," says Caroline Caldeira, COO of the new Urban.

Regulation and Governance

The announcement comes at a time of transformation in the Brazilian virtual asset market. BCB Resolutions No. 519, 520, and 521 established rules related to the authorization, operation, and provision of virtual asset services, as well as the treatment applicable to certain operations in the foreign exchange and international capital markets.

For companies covered by the transition regime, October 30, 2026, represents a significant milestone for the initial authorization request protocol before the Central Bank. Urban is preparing its authorization request as a Virtual Asset Service Provider, with a protocol expected within the applicable regulatory timeframe.

Despite the challenge, the combination of the companies was not motivated solely by the new regulatory environment. Discussions originated from the strategic and operational synergies identified between the parties. However, the advancement of regulation has reinforced the importance of concentrating technology, liquidity, governance, controls, and operational capacity in an integrated institutional structure.

"Regulation represents an important stage of maturation for the Brazilian virtual asset market. It is not just about meeting new formal requirements, but about building governance, controls, capital, and processes capable of sustaining increasingly complex operations. The combination reinforces our ability to grow responsibly within a solid legal and regulatory framework," says Rafael Steinfeld, Chief Legal Officer of the new Urban.

About Urban

Urban is a Brazilian B2B institutional infrastructure company for digital assets and global payments. The company brings together the competencies developed by the Caldeira OTC Group and Urban in the areas of technology, operations, service, liquidity, and institutional execution. Based in São Paulo and operationally present in Rio de Janeiro, Urban operates with a B2B trading desk, Liquidity as a Service, market making, global payments, and technological and operational infrastructure as a service. The company is preparing its authorization request as a Virtual Asset Service Provider before the Central Bank, in accordance with applicable regulations. More information: https://www.urbanexchange.com.br

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