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0001849737
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0001849737
2025-09-14
2025-09-14
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 19, 2025 (September 14, 2025)
PATRIA LATIN AMERICAN OPPORTUNITY ACQUISITION
CORP.
(Exact Name of Registrant as Specified in its Charter)
| Cayman Islands |
|
001-41321 |
|
N/A |
(State or other jurisdiction
of incorporation or organization) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification Number) |
60 Nexus Way, 4th Floor,
Camana Bay, PO Box 757, Grand Cayman |
|
KY1-9006 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
|
+1 345 640 4900
Registrant’s telephone number, including
area code |
| Not Applicable |
| (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: (None)
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
Item 8.01. Other Events.
Pursuant to Section 49.8 of the Amended and Restated Memorandum and
Articles of Association (the “Amended Memorandum and Articles”) of Patria Latin American Opportunity Acquisition Corp. (the
“Company”), as the Company did not consummate its business combination as of September 14, 2025, the Company will redeem all
of the outstanding Class A ordinary shares that were included in the units issued in its initial public offering (the “Public Shares”)
at an estimated per-share redemption price of approximately $12.35. On or around September 26, 2025, the Public Shares will be deemed
cancelled and will represent only the right to receive the redemption amount.
In order to provide for the disbursement of funds from the trust account,
the Company will instruct the trustee of the trust account to take all necessary actions to liquidate the securities held in the trust
account. The proceeds of the trust account will be held in a non-interest bearing account while awaiting disbursement to the holders of
the Public Shares. Record holders will receive their pro rata portion of the proceeds of the trust account by delivering their Public
Shares to Continental Stock Transfer & Trust Company, the Company’s transfer agent. Beneficial owners of Public Shares held
in “street name,” however, will not need to take any action in order to receive the redemption amount. The redemption of the
Public Shares is expected to be completed by September 26, 2025.
There will be no redemption rights or liquidating distributions with
respect to the Company’s warrants.
Forward-Looking Statements
This document contains certain “forward-looking statements”
within the meaning of the federal securities laws, including with respect to the pursuit by Patria Latin American Opportunity Acquisition
Corp. (the “Company”) of a business combination transaction. These forward-looking statements are generally identified by
words such as “anticipate,” “believe,” continue,” “could,” “estimate,” “expect,”
“intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,”
“project,” “should,” “strive,” “would” or the negatives of these words or words of similar
meaning. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations
and assumptions and, as a result, are subject to risks and uncertainties. Such forward-looking statements are based upon the current beliefs
and expectations of the management of the Company and are inherently subject to significant business, economic and competitive risks,
uncertainties and contingencies. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of
the Company, including those set forth in the “Risk Factors” section of the Company’s Annual Report on Form 10-K, Quarterly
Reports on Form 10-Q, the Company’s registration statement, the final prospectus for the Company’s initial public offering
and other documents filed by the Company from time to time with the U.S. Securities and Exchange Commission (the “SEC”). You
are cautioned not to place undue reliance on these forward-looking statements as a predictor of future results, performance and/or achievements
as projected financial information and other information are based on estimates and assumptions, whether or not identified in this document,
that are inherently subject to various significant risks, uncertainties, contingencies and other factors, many of which are difficult
to predict and generally beyond the control of the parties involved in the proposed transaction. These filings identify and address other
important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking
statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking
statements, and the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as
a result of new information, future events, or otherwise. The Company gives no assurance that it will achieve its expectations.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit No. |
|
Description |
| 104 |
|
Cover Page Interactive Data File (embedded with the Inline XRBL document). |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Date: September 19, 2025
| |
PATRIA LATIN AMERICAN OPPORTUNITY
ACQUISITION CORP. |
| |
|
| |
By: |
/s/ José Augusto Gonçalves de Araújo Teixeira |
| |
|
José Augusto Gonçalves de Araújo Teixeira |
| |
|
Chief Executive Officer |
