Patria Latin American Opportunity Acquisition delays 10-Q, big warrant shift

Rhea-AI Filing Summary

Patria Latin American Opportunity Acquisition Corp. filed a notice that it will delay its Form 10-Q for the period ended September 30, 2025. The company states it could not file on time without unreasonable effort or expense because of an unanticipated delay in completing certain valuations and does not expect to file within the usual five-day grace period. For this period, it expects to report a decrease in warrant liabilities of $16,365,981 due to changes in valuation methodology, which is expected to contribute to a net gain of $16,365,981.

Positive

• None.

Negative

• Late Form 10-Q beyond grace period: The company will not file its Form 10-Q for the quarter ended September 30, 2025 within the required time or the usual five-day grace period, signaling a material filing delay tied to valuation work.
• Earnings driven by non-cash warrant revaluation: An expected net gain of $16,365,981 arises entirely from a $16,365,981 decrease in warrant liabilities due to a change in valuation methodology, meaning reported profit will rely heavily on accounting adjustments rather than operations.

Insights

Equity & SPAC Accounting Analyst

Late 10-Q filing and a large non-cash gain from warrant revaluation.

Patria Latin American Opportunity Acquisition Corp. has announced a delay in filing its Form 10-Q for the quarter ended September 30, 2025. The reason given is an unanticipated delay in completing certain valuations, and the company explicitly does not expect to file within the five-day grace period allowed under Exchange Act Rule 12b-25. Late filings, especially beyond the grace window, can indicate internal reporting or valuation complexity that investors may factor into governance and process assessments.

The company also anticipates a decrease in warrant liabilities of $16,365,981 driven by a change in valuation methodology, leading to an expected net gain of $16,365,981. This suggests the quarter’s earnings will be significantly affected by a non-cash fair value adjustment rather than core operating performance. The magnitude of this gain underscores how sensitive reported results can be to valuation assumptions for warrants in a SPAC structure.

Overall, the combination of a delayed report and a large valuation-driven gain focuses attention on future financial disclosures for clarity on recurring versus non-recurring items. Subsequent filings will provide the full financial statements and additional detail on the warrant valuation methodology change and its impact on ongoing results.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 11/17/2025 - 04:45 PM Learn about SEC filing dates

FAQ

Why did Patria Latin American Opportunity Acquisition Corp. (PLAOF) delay its Form 10-Q filing?

The company states it could not file its Form 10-Q for the period ended September 30, 2025 on time without unreasonable effort or expense because of an unanticipated delay in completing certain valuations.

Will PLAOF file its Form 10-Q within the five-day grace period?

No. The company explicitly states that it does not expect to file its Form 10-Q within the five-day grace period provided by Exchange Act Rule 12b-25.

What financial impact does PLAOF expect from warrant valuation changes?

For the period ended September 30, 2025, the company expects a decrease in warrant liabilities of $16,365,981 due to changes in valuation methodology, contributing to an expected net gain of $16,365,981.

Is the expected $16,365,981 gain for PLAOF an operating gain?

No. The expected net gain of $16,365,981 is tied to a change in valuation methodology for warrant liabilities, indicating it is a non-cash, valuation-driven item rather than core operating income.

What period does the delayed PLAOF Form 10-Q cover?

The delayed Form 10-Q relates to the company’s results for the period ended September 30, 2025.

Who signed the PLAOF late filing notification?

The notification was signed on behalf of the company by Ana Cristina Russo, who is identified as the Chief Financial Officer.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

SEC File Number: 001-41321

NOTIFICATION OF LATE FILING

(Check one):	☐  Form 10-K	☐  Form 20-F	☐  Form 11-K	☒  Form 10-Q	☐  Form 10-D
	☐  Form N-CEN	☐  Form N-CSR

For Period Ended: September 30, 2025

☐ Transition Report on Form 10-K

☐ Transition Report on Form 20-F

☐ Transition Report on Form 11-K

☐ Transition Report on Form 10-Q

For the Transition Period Ended: 

Read Instructions (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

Patria Latin American Opportunity Acquisition Corp.

Full Name of Registrant

N/A

Former Name if Applicable

60 Nexus Way, 4th Floor

Address of Principal Executive Office (Street and Number)

Camana Bay, PO Box 757, Grand Cayman, KY1-9006

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b- 25(b), the following should be completed. (Check box if appropriate)

☒	(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
☐	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
☐	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The Registrant was unable to file its Form 10-Q for the period ended September 30, 2025 within the prescribed time period without unreasonable effort or expense due to an unanticipated delay in completing certain valuations.

The Registrant does not expect to file its Form 10-Q within the five-day grace period provided by Exchange Act Rule 12b-25.

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Ana Cristina Russo		+1		345 640 4900
(Name)		(Area Code)		(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).

☒ Yes ☐ No

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

☒ Yes ☐ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

With respect to its results of operations for the period ended September 30, 2025 compared with the prior year, the Registrant expects to report a decrease in warrant liabilities of $16,365,981 as a result of changes in the valuation methodology, which contributed to an expected net gain of $16,365,981.

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Patria Latin American Opportunity Acquisition Corp.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date:	November 17, 2025		By	/s/ Ana Cristina Russo
				Ana Cristina Russo
				Chief Financial Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

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