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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):
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.
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 (15th) 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 |
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