At the end of December 2025, a newly formed investment fund recorded an improbable increase in value and caught the attention of the financial market.
Created on December 23, the DeLorean Multistrategy Private Equity Investment Fund declared a net worth of R$ 36,000 to the Brazilian Securities and Exchange Commission ( CVM ) on December 29. Two days later, on December 31, it reported a net worth of R$ 17.65 million.
In 48 hours, there was a jump of approximately 490 times, equivalent to a 48,934% increase in value in percentage terms, according to data registered with the regulatory body. This variation triggered automatic supervisory alarms and elevated the atypical operation to the category of suspicion. The CVM (Brazilian Securities and Exchange Commission) then initiated an administrative process to investigate, according to information obtained by NeoFeed .
This increase in value coincides with one of the most complex corporate restructurings of last year, involving the conversion of debentures into shares of Grupo Toky , the holding company that controls the furniture and home decor retail brands Mobly and Tok&Stok .
With a balance sheet burdened by R$ 740 million in debt, the company's management implemented a liability management strategy that combined the purchase of debentures, capital increases, and the conversion of securities to reduce indebtedness and simplify its financial structure.
In November 2025, Toky's board of directors approved a capital increase of approximately R$ 25.4 million, through the issuance of more than 25.3 million common shares to enable the conversion of debentures into shares, reorganizing the company's share capital.
This amount settled the R$75 million debt that Mobly inherited from Tok&Stok with Domus , a supplier that accepted a 60% haircut and became a shareholder of Toky.
On December 19, the company went to market to release a notice to debenture holders detailing how the formula works and presenting an example of its application, according to a document that NeoFeed had access to.
The conversion was implemented between December 17th and 31st. In a market announcement released on December 30th, Toky informed that two funds (DeLorean FIP and TKM FIP) jointly held 19.4% of the share capital after the operation, with approximately 14.8% attributed to DeLorean – a shareholding position confirmed two days later in the assets declared to the CVM (Brazilian Securities and Exchange Commission).
One of the steps in this process, announced on December 29, involved lock-up commitments and transfer restrictions aimed at limiting technical selling pressure on newly issued shares.
Toky announced an agreement with SPX Capital, which holds approximately 13.1% of the capital, to limit the conversion of debentures and restrict the sale of shares received after the conversion.
This debenture conversion was stipulated in the agreement made in November 2024 when Mobly acquired Tok&Stok and, lacking the resources to pay existing debt to SPX at that time, issued debt securities with a conversion clause. At the time, it was agreed that SPX would receive R$ 9 per share, adjusted by CDI+2%, if this transaction occurred before 2035.
In this conversion, SPX received approximately 8.9 million shares which, at the current share price of R$ 0.57 per TOKY3 stock, are worth just over R$ 5 million.
Sources close to the management company told NeoFeed that, internally, the current share price is not the best indicator given Toky's debt. If the company fails to repay its debt, these shares are worthless. Therefore, the move was made to signal to banks the goodwill of a significant creditor in keeping the retail chain operational.
"A retail company that enters judicial reorganization has a high chance of becoming insolvent because it sends a bad signal to the entire supply chain," says the source.
In a letter sent to the CVM (Brazilian Securities and Exchange Commission) on February 9, 2026 – a document also accessed by NeoFeed – the Toky Group informs that the terms of the dilution were always the same, that the amendment preserved rights, and that the final average price of the debt-to-equity conversion was R$ 2.32. The conversion allowed for a reduction of R$ 153 million in the company's debt.
However, all this movement was interpreted in the market as a way to shield the restructuring plan from the offensive by the asset manager Buriti Investimentos .
This is where DeLorean FIP comes in. NeoFeed has learned from sources close to the transaction that the vehicle was created specifically to acquire SPX's stake that was being negotiated.
"It's a market fund, with several shareholders and investors who are aligned with the company. The vehicle was created to carry out the transaction," says this source, who is close to DSK Capital, responsible for managing the fund.
Although the restructuring of the retail group did not begin with the DeLorean FIP and had been taking place through a package of corporate measures to reduce debt and reorganize its shareholder base, the final episode, which culminated in the significant entry of funds via conversion at the end of 2025, is responsible for triggering the CVM investigation.
“High returns do exist. Restructuring can generate significant gains. What is striking is not only the size of the return, but the combination of factors, with the creation of the fund days before the operation, the complete concentration in a single asset, and the appreciation,” a market source told NeoFeed .
"Furthermore, the corporate transaction is being challenged, with a formal complaint filed with the regulator and legal action initiated," he added.
NeoFeed gained access to documents filed with the CVM (Brazilian Securities and Exchange Commission) by independent directors Daniel Alberini and Márcio Campello, as well as minority funds, questioning the legality and transparency of the operation.
In a document sent to the regulatory body, Alberini reports "indications of material inconsistency between disclosure and execution" and mentions suspicions of informational and corporate fraud.
Márcio Campello, who took office on October 17th of last year, claims that the conversion model would have caused a "gigantic dilution" of minority shareholders and maintains that the assumptions presented to the Board did not materialize in practice. Both resigned from their seats on the board in January of this year.
The independent advisors also claim that the information made available to the market is not sufficiently clear or complete to allow for an adequate assessment of the economic and financial terms of the transaction.
In the document responding to the accusations submitted to the CVM (Brazilian Securities and Exchange Commission), Toky argues that the entire mechanism was widely publicized and that the narrative of "ultra dilution" disregards the original structure of the securities.
"The company reduced its debt at an average price of R$2.32 while the stock was worth one real at that time. There was, in fact, a premium of over 130%," says a fund manager who bought the stock.
However, an institutional investor draws attention to what CVM Resolution 175 states, which says that fund administrators and managers must operate under an explicit regime of responsibilities regarding the compatibility of operations with market prices and conditions.
"In this case, the questions that remain are: was there independent price verification? Was there a consistent economic valuation? Who determined the value? What controls were activated?", says this investor.
In its response to the CVM (Brazilian Securities and Exchange Commission), Toky stated that the price was not "determined" arbitrarily by management or any beneficiary fund. According to the letter, "the conversion resulted from a formula previously agreed upon in the debenture deed and its addendum, based on objective parameters, especially volume-weighted average price (VWAP) and contractual criteria already disclosed to the market."
The company further states that the conversion was part of a debt reduction plan and that "the process was conducted in accordance with formal procedures, including communication to debenture holders and shareholder approval."
Furthermore, there are questions regarding the validity and counting process of electronic votes in shareholder meetings that approved parts of the corporate package. Therefore, there is a request to preserve digital records related to the remote voting ballot (BVD).
In at least one account, a minority shareholder alleges that their electronic vote, which is supposedly crucial for the approval of the conversion, was improperly counted. There is a request to suspend the effects of the shareholders' meeting in a lawsuit.
In a statement to the market regarding the extraordinary general meeting (EGM) of December 17th, Toky reported receiving a pre-arbitration injunction filed by a minority shareholder alleging that their vote had been counted without their participation in the voting. The company stated that the registrar confirmed the validity of the electronic vote and denied any irregularities.
All of these allegations, according to documents that NeoFeed had access to, were also mentioned in petitions to the CVM (Brazilian Securities and Exchange Commission), which opened an administrative process.
Market sources consulted by NeoFeed state that converting debentures into company shares can indeed generate an abrupt increase in the equity value of the vehicle holding that debt. However, this case is atypical due to the proportion of the gain declared in two days, the concentration in a single corporate restructuring event, and the lack of transparency in the disclosure of the transaction.
Contacted for comment, board members Daniel Alberini and Márcio Campello, the Toky Group, and SPX declined to respond.
