The closing announcement of the 8th issue of MCEM11, published in 28/05/2026, closed the worst capture imaginable: of the 470,000 shares offered to R$ 65 — potential of R$ 30,55 million — only 42.064 units have been subscribed. . Effective capture of R$ 2,73 million, 8,95% target. Worse: the buyers were only two — an investment fund (22.160 units) and a legal entity (19.904 units). Zero natural people. Zero foreigners. Zero social security, insurance or clubs.
The market just didn't show up. And it did not appear ten days before the assembly that decides the compulsory fall of the MCEM11 — operation that can shut down the liquidity of the position that it represents today 22,75% of the MFII11 heritage, something around R$ 149,9 million.
Who bought it? And why it matters to MFII11
The Closing Announcement does not name the subscribers, but the engineering of the operation is revealing. With the 8th issue capturing R$ 2,73 millions via only 2 entities — and considering that Merit is managing both MCEM11 and MFII11 — the most economical hypothesis is that the MFII11 itself has entered to support the operation (alone or next to another vehicle in the house).
If the reading is correct, MFII11 deepened its non-core exposure Right at the moment where the rest of the market refused to put new money, and ten days before of the House which can render this position ill-fated. It is the operational definition of buying against the flow in a window where the flow is information. When an emission burns 91% from the units offered and zeros physical persons, the signal is direct: the market is saying that MCEM11 no longer captures the trust of either retail or professional.
What has changed since May 22
Na analysis of 22/05, the trigger was the rejection of the financial statements of 2025 of MCEM11 with 84,77% of the votes. At that moment, the AGE of tipping and the AGO of DFs were packed together — which allowed the unit holders to reopen the discussion. On 26/05, two new MCEM11 documents broke this arrangement:
| Document | Date | Content | Voting time |
|---|---|---|---|
| Announcement Closure 8th issue | 28/05/2026 | 42.064 subscriptions (8,95%). R$ 2,73 Mi captured. 2 buyers, 0 PF. | — |
| New AGE call | 26/05/2026 | Separate FD topping and voted alone on 08/06. | up to 07/06 |
| New AGO convening | 26/05/2026 | 2nd attempt at approval of DFs 2025 on 26/06. | up to 25/06 |
The separation of the agendas is tactically significant. With the fall voting alone on 08/06, the discussion about the DFs ceases to be a bargaining weapon — who wanted to condition the fall to the approval of the balance loses the leverage. And the calendar is tight: eleven working days between the publication of the new convening and the vote.
The risk framework has piled up
In less than two weeks, MCEM11 has accumulated five negative events that compress the value of the position that MFII11 loads:
- 22/05 — DFs 2025 rejected with 84,77% of the votes.
- 26/05 — Compulsory vote alone on 08/06.
- 28/05 — 8th issue closes with 8,9% capture and zero individuals.
- Continued — Dividends suspended until 2027 for SP Prefecture's delay in disappropriation payments.
- Continued — MFII11 DPS dropped to R$ 0,91 in April (-14,2%), 17% below the fund manager's guide.
The foundations of the isolated MFII11 remain firm: Landbank VGV in R$ 1,136 billion, 34 assets, 14 works in execution, return of 312,5% since the IPO (CDI 160%). It's not about the core. The problem is, Property 22,75% is in a position that has lost primary market liquidity (8,9% subscription in the 8th issue), is about to lose secondary market liquidity (up to 08/06) and stopped paying dividends.
What changes to who loads MFII11
The fund negotiates R$ 53,44 against VP/QX1ZQX unit The discount of 31,5% in the P/VP already pricing risk — the question is whether it is priced enough. Three practical scenarios:
Scenario 1 (toll approved on 08/06): MFII11 loses the net output of R$ 149,9 millions. The position starts to count as a locked asset, with long-term assessment dependent on the fund manager. The current P/VP may be justified — or amplify.
Scenario 2 (torn rejected on 08/06): The position maintains liquidity, but the boycott of the 8th issue indicates price pressure in the secondary and absence of new demand. Exit still exists, but the R$ that nobody knows.
Scenario 3 (approved tone + DFs approved on 26/06): More orderly combination, but which still consolidates MFII11 as a unit for an undetermined illiquid vehicle.
In all three, the MFII11 comes out worse than it came in -- the only difference is the degree.
Verdict: KEEP with note 5,2
The core of MFII11 follows solid — landbank, management and history of 312,5% since IPO do not evaporate because of MCEM11. But the market boycott to the 8th issue (8,9% capture, zero PF) added to the 8/06 drop shows that the non-core position is no longer a potential problem and has become a dated problem. P/VP 0,56 offers mattress, but the discount is not free — it is precisely paying the risk of the position in MCEM11 being stopped for years. Those who are inside have thesis to hold; those who are outside have reason to expect at least the definition of 08/06 before buying.
