PLAOW Patria Latin American Opportunity Acquisition Corporation

 

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): June 14, 2024 (June 12, 2024)

 

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:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant		PLAOU		The Nasdaq Stock Market LLC
Class A ordinary shares, included as part of the units		PLAO		The Nasdaq Stock Market LLC
Redeemable warrants, included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50		PLAOW		The Nasdaq Stock Market LLC

 

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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On May 16, 2024, Patria Latin American Opportunity Acquisition Corp. (the “Company”) filed with the U.S. Securities and Exchange Commission (“SEC”) and mailed to shareholders (the “Proxy Statement”) for the solicitation of proxies in connection with a special meeting of the Company’s stockholders to be held on June 12, 2024.

 

On June 12 2024, the Company held an extraordinary general meeting of the Company’s shareholders (the “Extraordinary General Meeting”). At the Extraordinary General Meeting, the Company’s shareholders approved a proposal (the “Extension Amendment Proposal”) to amend, by way of special resolution, PLAO’s Articles, as set forth in Annex A of the Proxy Statement, and the investment management trust agreement (the “Trust Agreement”) dated as of March 9, 2022 by and between the Company and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”), as set forth in Annex B of the Proxy Statement, to extend the date (the “Termination Date”) by which PLAO has to consummate a Business Combination (the “Extension Amendment”) from June 14, 2024 (the date which is 27 months from the closing date of the Company’s initial public offering of Class A ordinary shares (the “IPO”) (the “Current Termination Date”) on a monthly basis for up to fifteen times by an additional one month each time after the Current Termination Date as determined by PLAO’s board of directors (the “Board”), if requested by Patria SPAC LLC, a Cayman Islands limited liability company (the “Sponsor”) and upon one day’s advance notice prior to the applicable Termination Date, up to September 14, 2025 (the date which is 42 months from the closing date of the Company’s IPO) (the “Articles Extension Date”), or a total of up to fifteen months after the Current Termination Date, unless the closing of a Business Combination shall have occurred prior thereto or such earlier date as determined by the Board, for a deposit, for each monthly extension, of the lesser of (i) $75,000 and (ii) $0.015 for each Class A ordinary share then outstanding after giving effect to Redemptions (each, the “Adjusted Extension Payment”) for each monthly extension (the “Extension Payment”).

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

At the Extraordinary General Meeting held on June 12, 2024, the Company’s shareholders approved the Extension Amendment Proposal to amend, by way of special resolution, PLAO’s Articles, as set forth in Annex A of the Proxy Statement, and the Trust Agreement dated as of March 9, 2022 by and between the Company and the Trustee, as set forth in Annex B of the Proxy Statement, to extend the Termination Date by which PLAO has to consummate a Business Combination from June 14, 2024 (the date which is 27 months from the closing date of the Company’s IPO or the Current Termination Date on a monthly basis for up to fifteen times by an additional one month each time after the Current Termination Date as determined by PLAO’s Board, if requested by the Sponsor and upon one day’s advance notice prior to the applicable Termination Date, up to September 14, 2025 (the date which is 42 months from the closing date of the Company’s IPO or the Articles Extension Date, or a total of up to fifteen months after the Current Termination Date, unless the closing of a Business Combination shall have occurred prior thereto or such earlier date as determined by the Board, for a deposit, for each monthly extension, of the lesser of (i) $75,000 and (ii) $0.015 for each Class A ordinary share then outstanding after giving effect to Redemptions each, the Adjusted Extension Payment for each monthly extension.

 

It was noted that the second proposal set out in the notices of extraordinary meeting was not put to the extraordinary meeting as no adjournment was necessary.

 

On June 12, 2024, a total of 20,272,990 ordinary shares, representing approximately 89.58% of the Company’s issued and outstanding ordinary shares held of record at the close of business on May 7, 2024, the record date for the Extraordinary General Meeting, were present in person (including virtually) or represented by proxy, constituting a quorum. The Company’s shareholders voted on the following proposals (the “Proposals”) at the Extraordinary General Meeting, which are described in greater detail in the Company’s Proxy Statement.

 

 

The voting results for the proposals voted on at the Extraordinary General Meeting are set forth below.

 

1. The Extension Amendment Proposal – A proposal (the “Extension Amendment Proposal”) to amend, by way of special resolution, PLAO’s Articles, as set forth in Annex A of the accompanying Proxy Statement, and the investment management trust agreement (the “Trust Agreement”) dated as of March 9, 2022 by and between the Company and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”), as set forth in Annex B of the accompanying Proxy Statement, to extend the date (the “Termination Date”) by which PLAO has to consummate a Business Combination (the “Extension Amendment”) from June 14, 2024 (the date which is 27 months from the closing date of the Company’s initial public offering of Class A ordinary shares (the “IPO”) (the “Current Termination Date”) on a monthly basis for up to fifteen times by an additional one month each time after the Current Termination Date as determined by PLAO’s board of directors (the “Board”), if requested by Patria SPAC LLC, a Cayman Islands limited liability company (the “Sponsor”) and upon one day’s advance notice prior to the applicable Termination Date, up to September 14, 2025 (the date which is 42 months from the closing date of the Company’s IPO) (the “Articles Extension Date”), or a total of up to fifteen months after the Current Termination Date, unless the closing of a Business Combination shall have occurred prior thereto or such earlier date as determined by the Board, for a deposit, for each monthly extension, of the lesser of (i) $75,000 and (ii) $0.015 for each Class A ordinary share then outstanding after giving effect to Redemptions (each, the “Adjusted Extension Payment”) for each monthly extension (the “Extension Payment”).

 

For		Against		Abstain		Broker non-vote
18,961,388		1,311,602		0		0

 

Item 8.01. Other Events.

 

In connection with the Extraordinary General Meeting, shareholders holding an aggregate of 12,339,057 of the Company’s Class A ordinary shares exercised their right to redeem their shares. Following such redemptions, 4,541,424 Class A ordinary shares will remain outstanding. Following the withdrawals from the trust account established in connection with the Company’s IPO (the “Trust Account”) in connection with redemptions, it is expected that approximately $52 million will remain in the Trust Account of the approximately $193 million that was in the Trust Account prior to such redemptions.

 

The Company also deposited into the Trust Account an aggregate of $68,121 in order to effect the extension of the termination date for an additional one-month period, from June 14, 2024 to July 14, 2024. The purpose of the extension is to provide time for the Company to complete a business combination.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description of Exhibits
3.1		Amendment to the Amended and Restated Memorandum and Articles of Association
104		Cover Page Interactive Data File (embedded within the Inline XBRL 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: June 14, 2024	PATRIA LATIN AMERICAN OPPORTUNITY ACQUISITION CORP.
	By:	/s/ José Augusto Gonçalves de Araújo Teixeira
		Name:	José Augusto Gonçalves de Araújo Teixeira
		Title:	Chief Executive Officer

 

 

3

Exhibit 3.1

 

Registrar of Companies

Government Administration Building

133 Elgin Avenue

George Town

Grand Cayman

 

Patria Latin American Opportunity Acquisition Corp. (ROC #372080) (the “Company”)

 

TAKE NOTICE that at an Extraordinary General Meeting of the shareholders of the Company held on 12 June 2024, the following special resolutions were passed:

 

RESOLVED, as a special resolution THAT, effective immediately, the Amended and Restated Memorandum and Articles of Association of the Company be amended by:

 

(a)	Article 49.7 of PLAO’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.7:

 

(b)

“In the event that the Company does not consummate a Business Combination within 15 months from the consummation of the IPO (or up to 42 months without another shareholder vote if such date is extended by the Company (acting by the Directors) as set forth below), or such later time as the Members may approve in accordance with the Articles, the Company shall: (a) cease all operations except for the purpose of winding up; (b) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by the number of then Public Shares in issue, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any); and (c) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the Directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of Applicable Law.

 

Notwithstanding the foregoing or any other provisions of the Articles, in the event that the Company has not consummated a Business Combination within 15 months from the closing of the IPO, the Company may, without another shareholder vote, elect to extend the date to consummate the Business Combination on a monthly basis for up to twenty seven times by an additional one month each time after the fifteenth (15^th) month from the closing of the IPO, by resolution of the Directors, if requested by the Sponsor in writing, and upon one day’s advance notice prior to the applicable Termination Date, until 42 months from the closing of the IPO, on such terms as have been notified to the Members prior to the adoption of the Articles.”

 

(c)	Article 49.8 of PLAO’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.8:

 

“In the event that any amendment is made to the Articles: (a) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or redeem 100% of the Public Shares if the Company does not consummate a Business Combination within 15 months from the consummation of the IPO (or up to 42 months if such date is extended), or such later time as the Members may approve in accordance with the Articles; or (b) with respect to any other provision relating to Members’ rights or pre-Business Combination activity, each holder of Public Shares who is not the Sponsor, a Founder, Officer or Director shall be provided with the opportunity to redeem their Public Shares upon the approval or effectiveness of any such amendment at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding Public Shares.”

 

/s/ Cynthia Cansell
Cynthia Cansell
Corporate Administrator
for and on behalf of
Maples Corporate Services Limited
Dated this 13th day of June 2024

 

v3.24.1.1.u2

Cover	Jun. 12, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 12, 2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-41321
Entity Registrant Name	PATRIA LATIN AMERICAN OPPORTUNITY ACQUISITION CORP.
Entity Central Index Key	0001849737
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	60 Nexus Way
Entity Address, Address Line Two	4th Floor
Entity Address, City or Town	Camana Bay
Entity Address, Country	KY
Entity Address, Postal Zip Code	KY1-9006
City Area Code	+1 345
Local Phone Number	640 4900
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant
Title of 12(b) Security	Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant
Trading Symbol	PLAOU
Security Exchange Name	NASDAQ
Class A ordinary shares, included as part of the units
Title of 12(b) Security	Class A ordinary shares, included as part of the units
Trading Symbol	PLAO
Security Exchange Name	NASDAQ
Redeemable warrants, included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Title of 12(b) Security	Redeemable warrants, included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Trading Symbol	PLAOW
Security Exchange Name	NASDAQ

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