PART I – FINANCIAL INFORMATION [Item 1. Condensed Financial Statements](index=4&type=section&id=Item%201.%20Condensed%20Financial%20Statements) Unaudited condensed financial statements for Patria Latin American Opportunity Acquisition Corp. detail a net loss, significant warrant liability impact, and going concern challenges [Condensed Balance Sheets](index=5&type=section&id=Condensed%20Balance%20Sheets) The condensed balance sheets detail changes in assets and liabilities, notably an increase in cash and a substantial rise in warrant liabilities Condensed Balance Sheet Highlights (March 31, 2025 vs. December 31, 2024) | Item | March 31, 2025 (Unaudited) | December 31, 2024 | | :------------------------------------------ | :-------------------------- | :------------------ | | Cash | $44,006 | $2,121 | | Marketable securities held in Trust Account | $54,740,447 | $54,053,020 | | Total Assets | $54,851,987 | $54,141,379 | | Accounts payable | $119,892 | $47,764 | | Due to related party | $4,213,091 | $4,076,848 | | Promissory note - related party | $1,332,082 | $1,117,227 | | Warrant liabilities | $20,977,295 | $16,378,550 | | Total current liabilities | $30,758,919 | $25,762,862 | | Class A ordinary shares subject to possible redemption | $54,740,447 | $54,053,020 | | Accumulated deficit | $(30,647,954) | $(25,675,078) | | Total shareholders' deficit | $(30,647,379) | $(25,674,503) | - The company's cash balance significantly increased from **$2,121** at December 31, 2024, to **$44,006** at March 31, 2025[15](index=15&type=chunk) - Warrant liabilities saw a substantial increase from **$16,378,550** to **$20,977,295**, contributing to the rise in total current liabilities[15](index=15&type=chunk) [Unaudited Condensed Statements of Operations](index=6&type=section&id=Unaudited%20Condensed%20Statements%20of%20Operations) This section presents the unaudited condensed statements of operations, revealing a significant net loss in Q1 2025 primarily due to warrant liability revaluation Condensed Statements of Operations Highlights (Three Months Ended March 31, 2025 vs. 2024) | Item | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :------------------------------------------ | :-------------------------------- | :-------------------------------- | | General and administrative expenses | $253,033 | $235,669 | | Loss from operations | $(253,033) | $(235,669) | | Change in fair value of derivative warrant liabilities | $(4,598,745) | $(780,000) | | Realized gain on investments held in Trust Account | $551,185 | $2,436,139 | | Interest on related party promissory note | $(14,856) | $- | | Net (loss) income | $(4,315,449) | $1,420,470 | | Basic and diluted net (loss) income per share, Class A | $(0.33) | $0.11 | | Basic and diluted net loss per share, Class B | $(0.49) | $(0.08) | - The company reported a net loss of **$4,315,449** for the three months ended March 31, 2025, a significant decline from the net income of **$1,420,470** in the same period last year[17](index=17&type=chunk) - The primary driver for the net loss was a substantial negative change in the fair value of derivative warrant liabilities, increasing from **$(780,000)** in 2024 to **$(4,598,745)** in 2025[17](index=17&type=chunk) [Unaudited Condensed Statements of Changes in Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit](index=7&type=section&id=Unaudited%20Condensed%20Statements%20of%20Changes%20in%20Ordinary%20Shares%20Subject%20to%20Possible%20Redemption%20and%20Shareholders'%20Deficit) This section details changes in ordinary shares subject to redemption and shareholders' deficit, highlighting the increased accumulated deficit from net loss and share accretion Shareholders' Deficit Changes (Three Months Ended March 31, 2025) | Item | Balance as of January 1, 2025 | Deemed contribution for administrative support | Accretion of Class A ordinary shares to redemption value | Net income (loss) | Balance as of March 31, 2025 | | :------------------------------------------ | :---------------------------- | :------------------------------------------- | :------------------------------------------------------- | :---------------- | :----------------------------- | | Class A Shares (Amount) | $54,053,020 | $- | $687,427 | $- | $54,740,447 | | Class B Shares (Amount) | $575 | $- | $- | $- | $575 | | Additional Paid-In Capital | $- | $30,000 | $(30,000) | $- | $- | | Accumulated Deficit | $(25,675,078) | $- | $(657,427) | $(4,315,449) | $(30,647,954) | | Total Shareholders' Deficit | $(25,674,503) | $30,000 | $(687,427) | $(4,315,449) | $(30,647,379) | - The accumulated deficit increased significantly from **$(25,675,078)** at January 1, 2025, to **$(30,647,954)** at March 31, 2025, primarily due to the net loss incurred during the period[19](index=19&type=chunk) - Accretion of Class A ordinary shares to redemption value contributed **$687,427** to the Class A shares amount and reduced accumulated deficit by **$657,427**[19](index=19&type=chunk) [Unaudited Condensed Statements of Cash Flows](index=8&type=section&id=Unaudited%20Condensed%20Statements%20of%20Cash%20Flows) The unaudited condensed statements of cash flows show a net cash increase in Q1 2025, with improved operating cash flow despite the net loss, driven by non-cash adjustments Condensed Statements of Cash Flows Highlights (Three Months Ended March 31, 2025 vs. 2024) | Item | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :------------------------------------------ | :-------------------------------- | :-------------------------------- | | Net (loss) income | $(4,315,449) | $1,420,470 | | Net cash used in operating activities | $(158,115) | $(324,047) | | Net cash used by investing activities | $(136,242) | $(900,000) | | Net cash provided by financing activities | $336,242 | $1,180,000 | | Net increase (decrease) in cash | $41,885 | $(44,047) | | Cash - end of period | $44,006 | $2,999 | - The company experienced a net increase in cash of **$41,885** for the three months ended March 31, 2025, a positive shift from a net decrease of **$44,047** in the prior year period[22](index=22&type=chunk) - Cash used in operating activities decreased from **$(324,047)** in 2024 to **$(158,115)** in 2025, despite a shift from net income to net loss, largely due to non-cash adjustments like the change in fair value of warrant liabilities[22](index=22&type=chunk) [Notes to Unaudited Condensed Financial Statements](index=9&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) This section provides detailed notes accompanying the unaudited condensed financial statements, clarifying accounting policies, transactions, and financial instrument valuations [Note 1 - Description of Organization, Business Operations, and Going Concern](index=9&type=section&id=Note%201%20-%20Description%20of%20Organization,%20Business%20Operations,%20and%20Going%20Concern) Patria Latin American Opportunity Acquisition Corp. is a blank check company formed to effect a business combination, now delisted from Nasdaq and facing substantial doubt about its ability to continue as a going concern - The Company was delisted from The Nasdaq Global Market on March 17, 2025, due to non-compliance with IM-5101-2, which requires completion of a business combination within **36 months** of its IPO registration statement's effectiveness[28](index=28&type=chunk) - As of March 31, 2025, the Company had a working capital deficit of **$5,645,084**, excluding restricted marketable securities, deferred underwriting fees, and warrant liabilities[42](index=42&type=chunk) - Management has concluded that the cash held outside the Trust Account as of March 31, 2025, will not be sufficient to operate for the next **12 months**, raising substantial doubt about the Company's ability to continue as a going concern[43](index=43&type=chunk) [Note 2 - Summary of Significant Accounting Policies](index=13&type=section&id=Note%202%20-%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines the company's significant accounting policies, including its status as an emerging growth company, fair value measurement of financial instruments, and classification of Class A Ordinary Shares - The Company is an 'emerging growth company' and has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards[48](index=48&type=chunk) - Class A Ordinary Shares subject to possible redemption are classified as temporary equity and are accreted to their redemption amount (**$10.30** per share) in accordance with ASC 480-10-S99-3A[61](index=61&type=chunk)[62](index=62&type=chunk) - Warrants are accounted for as liability-classified instruments and are re-valued at each reporting date, with changes in fair value recognized in the statements of operations[65](index=65&type=chunk) [Note 3 - Initial Public Offering](index=19&type=section&id=Note%203%20-%20Initial%20Public%20Offering) The company completed its IPO on March 14, 2022, selling **23,000,000** units, with subsequent redemptions reducing outstanding Class A shares subject to redemption to **4,541,424** - The IPO involved the sale of **23,000,000** units at **$10.00** per unit, each consisting of one Class A Ordinary Share and one-half of one redeemable warrant[30](index=30&type=chunk)[77](index=77&type=chunk) Class A Ordinary Share Redemptions | Event | Date | Class A Shares Redeemed | Remaining Class A Shares Outstanding | | :------------------------------------------ | :--------- | :---------------------- | :----------------------------------- | | First Extraordinary General Meeting | June 12, 2023 | 6,119,519 | 16,880,481 | | Second Extraordinary General Meeting | June 12, 2024 | 12,339,057 | 4,541,424 | [Note 4 - Private Placement Warrants](index=19&type=section&id=Note%204%20-%20Private%20Placement%20Warrants) The Sponsor purchased **14,500,000** Private Placement Warrants for **$1.00** each, generating **$14,500,000** in gross proceeds added to the Trust Account - The Sponsor purchased **14,500,000** Private Placement Warrants at **$1.00** per warrant, totaling **$14,500,000**[31](index=31&type=chunk)[81](index=81&type=chunk) - Proceeds from the sale of Private Placement Warrants were added to the Trust Account and will be used to fund the redemption of Public Shares if a Business Combination is not completed[81](index=81&type=chunk) - The excess proceeds received over the fair value of the Private Placement Warrants, amounting to **$9,251,000**, were recorded as additional paid-in capital[81](index=81&type=chunk) [Note 5 - Related Party Transactions](index=20&type=section&id=Note%205%20-%20Related%20Party%20Transactions) This note details various transactions with related parties, primarily the Sponsor, covering Founder Shares, promissory notes, and administrative services - The Sponsor holds **5,750,000** Founder Shares, with **90,000** shares transferred to independent directors, valued at **$662,245**[82](index=82&type=chunk) - No share-based compensation expense was recognized for Founder Shares as the performance condition (completion of an Initial Business Combination) is not considered probable[82](index=82&type=chunk) Related Party Promissory Notes and Amounts Due | Item | March 31, 2025 | December 31, 2024 | | :------------------------------------------ | :------------- | :---------------- | | Interest-bearing promissory note (Sponsor) | $1,047,082 | $1,032,227 | | Non-interest bearing promissory note (Sponsor) | $285,000 | $85,000 | | Due to Sponsor (extension payments) | $4,213,091 | $4,076,848 | | Administrative fees incurred (deemed contribution) | $30,000 (3 months) | $30,000 (3 months) | [Note 6 - Commitments and Contingencies](index=22&type=section&id=Note%206%20-%20Commitments%20and%20Contingencies) The company has commitments related to registration rights and a deferred underwriting commission, with J.P. Morgan Securities LLC waiving **50%** of its entitlement - Holders of Founder Shares and Private Placement Warrants are entitled to registration rights[92](index=92&type=chunk) - A deferred underwriting commission of **$8,050,000** was agreed upon, payable upon completion of a Business Combination[93](index=93&type=chunk) - J.P. Morgan Securities LLC waived its entitlement to **50%** of the deferred underwriting fees, leaving **$4,025,000** payable to Citigroup Global Market Inc[94](index=94&type=chunk) [Note 7 - Warrant Liabilities](index=22&type=section&id=Note%207%20-%20Warrant%20Liabilities) The company's **26,000,000** Public and Private Warrants are classified as liabilities, re-measured at fair value, and become exercisable **30 days** after a business combination at an **$11.50** exercise price - The **26,000,000** Public and Private Warrants are classified as liabilities and re-measured at fair value, with changes recognized in the statements of operations[95](index=95&type=chunk) - Warrants become exercisable **30 days** after the completion of an Initial Business Combination and expire five years thereafter, with an exercise price of **$11.50** per share[96](index=96&type=chunk)[99](index=99&type=chunk) - The company may redeem outstanding warrants under specific conditions, including when the Class A Ordinary Share price equals or exceeds **$18.00** or **$10.00**, with Private Placement Warrants having different redemption terms if held by the Sponsor[101](index=101&type=chunk)[108](index=108&type=chunk) [Note 8 - Shareholder's Deficit](index=25&type=section&id=Note%208%20-%20Shareholder's%20Deficit) The company is authorized to issue Preferred, Class A, and Class B Ordinary Shares, with specific voting rights for Class B holders on director appointments and jurisdiction changes - As of March 31, 2025, there were **4,541,424** Class A Ordinary Shares issued and outstanding subject to possible redemption[106](index=106&type=chunk) - As of March 31, 2025, there were **5,750,000** Class B ordinary shares issued and outstanding[107](index=107&type=chunk) - Class B ordinary shareholders have exclusive voting rights on the appointment and removal of directors and continuation in a jurisdiction outside the Cayman Islands prior to the Initial Business Combination[109](index=109&type=chunk) [Note 9 - Fair Value Measurements](index=26&type=section&id=Note%209%20-%20Fair%20Value%20Measurements) This note details fair value measurements, classifying marketable securities as Level 2 and warrants as Level 3 liabilities, valued using Binomial Lattice and Monte Carlo simulation models - Marketable securities held in the Trust Account are measured using Level 2 inputs, totaling **$54,740,447** as of March 31, 2025[110](index=110&type=chunk)[111](index=111&type=chunk) - Public and Private Warrants are classified as Level 3 liabilities, valued using Binomial Lattice and Monte Carlo simulation models, totaling **$20,977,295** as of March 31, 2025[111](index=111&type=chunk)[113](index=113&type=chunk) Change in Fair Value of Warrant Liabilities | Item | Public Warrants | Private Warrants | Total | | :------------------------------------------ | :-------------- | :--------------- | :---------- | | Fair value at January 1, 2025 | $7,245,000 | $9,133,550 | $16,378,550 | | Change in fair value | $2,033,361 | $2,565,384 | $4,598,745 | | Fair value as of March 31, 2025 | $9,278,361 | $11,698,934 | $20,977,295 | [Note 10 – Segment Information](index=28&type=section&id=Note%2010%20%E2%80%93%20Segment%20Information) The company operates as a single operating segment, with the Chief Financial Officer acting as the chief operating decision maker who reviews net income or loss for resource allocation - The Company has determined it has only one operating segment, with the Chief Financial Officer acting as the chief operating decision maker (CODM)[116](index=116&type=chunk) - The CODM assesses performance and allocates resources based on the company's net income or loss[117](index=117&type=chunk) [Note 11 – Subsequent Events](index=28&type=section&id=Note%2011%20%E2%80%93%20Subsequent%20Events) Subsequent to March 31, 2025, the company made additional deposits into the Trust Account to extend the business combination termination date to July 14, 2025 - After March 31, 2025, the Company deposited an additional **$272,484** into the Trust Account[119](index=119&type=chunk) - These subsequent deposits extended the termination date for completing a business combination to July 14, 2025[119](index=119&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=29&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition and operational results, highlighting its blank check status, Nasdaq delisting, net loss from warrant revaluation, and ongoing liquidity challenges [Special Note Regarding Forward-Looking Statements](index=29&type=section&id=Special%20Note%20Regarding%20Forward-Looking%20Statements) This section cautions that forward-looking statements are subject to risks and uncertainties, with no obligation to update unless legally required - The report includes forward-looking statements subject to risks and uncertainties that could cause actual results to differ materially from expectations[121](index=121&type=chunk) - The company disclaims any obligation to update or revise forward-looking statements unless expressly required by applicable securities law[121](index=121&type=chunk) [Overview](index=29&type=section&id=Overview) This overview describes the company as a blank check entity, its Nasdaq delisting, and ongoing efforts to complete a business combination - Patria Latin American Opportunity Acquisition Corp. is a blank check company formed to effect a business combination[122](index=122&type=chunk) - The company's warrants and units were delisted from The Nasdaq Global Market on November 18, 2024, due to non-compliance with listing rules regarding warrant market value and unit components[123](index=123&type=chunk) - The company's securities were further delisted from Nasdaq on March 17, 2025, for failing to complete a business combination within **36 months** of its IPO[124](index=124&type=chunk) [Initial Business Combination](index=30&type=section&id=Initial%20Business%20Combination) This section outlines the company's objectives for an initial business combination, including fair market value requirements and shareholder redemption rights - The company aims to complete a Business Combination with an aggregate fair market value of at least **80%** of the net assets held in the Trust Account[125](index=125&type=chunk) - Public Shareholders have the opportunity to redeem their shares upon completion of a Business Combination, either via a shareholder meeting or tender offer[125](index=125&type=chunk) - Initial shareholders have agreed to vote their Founder Shares and any Public Shares in favor of a Business Combination and waive their redemption rights[125](index=125&type=chunk) [Results of Operations](index=31&type=section&id=Results%20of%20Operations) This section details the company's results of operations, reporting no operating revenues and a net loss in Q1 2025 primarily from warrant revaluation - The company has not generated any operating revenues to date and does not expect to until after completing an initial Business Combination[129](index=129&type=chunk) Net Income (Loss) Comparison (Three Months Ended March 31) | Period | Net Income (Loss) | | :------------------------------------------ | :---------------- | | Three months ended March 31, 2025 | $(4,315,449) | | Three months ended March 31, 2024 | $1,420,470 | - The net loss in Q1 2025 was primarily driven by a **$4,598,745** change in the fair value of warrant liabilities and general and administrative expenses of **$253,033**, partially offset by a realized gain on Trust Account investments of **$551,185**[130](index=130&type=chunk) [Liquidity and Going Concern Consideration](index=32&type=section&id=Liquidity%20and%20Going%20Concern%20Consideration) This section addresses liquidity challenges, including a working capital deficit and insufficient cash, raising substantial doubt about the company's ability to continue as a going concern - As of March 31, 2025, the company had a working capital deficit of **$5,645,084** and cash of **$44,006** held outside the Trust Account[132](index=132&type=chunk)[133](index=133&type=chunk)[134](index=134&type=chunk) - The company's cash outside the Trust Account is insufficient to operate for the next **12 months**, raising substantial doubt about its ability to continue as a going concern[137](index=137&type=chunk) - The company relies on promissory notes from its Sponsor to meet working capital requirements, with approximately **$1.1 million** outstanding as of March 31, 2025[137](index=137&type=chunk) [Commitments and Contractual Obligations](index=33&type=section&id=Commitments%20and%20Contractual%20Obligations) This section outlines commitments and contractual obligations, including deferred underwriting fees and administrative support fees, with no long-term debt - The company has no long-term debt, capital lease obligations, operating lease obligations, or long-term liabilities[139](index=139&type=chunk) - A deferred underwriting fee of **$4,025,000** remains payable to Citigroup Global Market Inc., as J.P. Morgan Securities LLC waived its portion[140](index=140&type=chunk) - The company incurred **$30,000** in administrative support fees for the three months ended March 31, 2025, recorded as a deemed capital contribution[141](index=141&type=chunk) [Critical Accounting Estimates](index=34&type=section&id=Critical%20Accounting%20Estimates) This section identifies the valuation of warrant liabilities as a critical accounting estimate, classified as Level 3 due to unobservable inputs - The valuation of warrant liabilities is a critical accounting estimate, classified as Level 3 instruments due to reliance on unobservable inputs[146](index=146&type=chunk) [Recent Accounting Standards](index=34&type=section&id=Recent%20Accounting%20Standards) Management believes recently issued accounting standards will not materially affect the company's unaudited condensed financial statements upon adoption - Management believes that recently issued, but not yet effective, accounting standards would not have a material effect on the company's unaudited condensed financial statements if currently adopted[76](index=76&type=chunk)[147](index=147&type=chunk) [JOBS Act](index=34&type=section&id=JOBS%20Act) As an emerging growth company, the company has elected to delay adopting new accounting standards, which may affect comparability with other entities - As an 'emerging growth company' under the JOBS Act, the company has elected to delay the adoption of new or revised accounting standards[148](index=148&type=chunk) - This election may make the company's financial statements not comparable to non-emerging growth companies[148](index=148&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=35&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Patria Latin American Opportunity Acquisition Corp. is not required to provide quantitative and qualitative disclosures about market risk - The company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[150](index=150&type=chunk) [Item 4. Controls and Procedures](index=35&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were not effective as of March 31, 2025, due to identified material weaknesses, particularly in warrant liability valuation [Evaluation of Disclosure Controls and Procedures](index=35&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) The company's disclosure controls and procedures were deemed not effective as of March 31, 2025, due to material weaknesses in financial reporting - The company's disclosure controls and procedures were deemed not effective as of March 31, 2025[151](index=151&type=chunk) - Material weaknesses identified include errors in EPS presentation, Class A ordinary shares subject to redemption, cash flow disclosures, and, in Q1 2025, incorrect valuation methodology for warrant liabilities[152](index=152&type=chunk) - The company plans to enhance presentation and disclosure controls through extensive research on complex accounting topics and training of management personnel[154](index=154&type=chunk) [Changes in Internal Control over Financial Reporting](index=35&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) Except for a newly identified material weakness related to warrant liability valuation, no other material changes occurred in internal control over financial reporting - Except for the newly identified material weakness related to warrant liability valuation, there were no other material changes in internal control over financial reporting during the most recent fiscal quarter[155](index=155&type=chunk) PART II - OTHER INFORMATION [Item 1. Legal Proceedings](index=36&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings - There are no legal proceedings[157](index=157&type=chunk) [Item 1A. Risk Factors](index=36&type=section&id=Item%201A.%20Risk%20Factors) The company refers to the risk factors described in its annual report on Form 10-K, noting no material changes as of the report date - No material changes to the risk factors disclosed in the company's annual report on Form 10-K, except as described[158](index=158&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=36&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities or use of proceeds - There were no unregistered sales of equity securities and no use of proceeds[159](index=159&type=chunk) [Item 3. Defaults Upon Senior Securities](index=36&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - There were no defaults upon senior securities[159](index=159&type=chunk) [Item 4. Mine Safety Disclosures](index=36&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Mine Safety Disclosures are not applicable to the company - Mine Safety Disclosures are not applicable[160](index=160&type=chunk) [Item 5. Other Information](index=36&type=section&id=Item%205.%20Other%20Information) The company reported no other information - There is no other information to report[160](index=160&type=chunk) [Item 6. Exhibits](index=36&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the report, including certifications from the Chief Executive Officer and Chief Financial Officer, as well as Inline XBRL documents - Exhibits include certifications from the CEO and CFO pursuant to Sections **302** and **906** of the Sarbanes-Oxley Act of 2002[161](index=161&type=chunk)[162](index=162&type=chunk) - The report also includes various Inline XBRL taxonomy extension documents[161](index=161&type=chunk)

Financial Condition - As of December 31, 2024, the company had $2,121 in cash held outside of the Trust Account and a working capital deficit of $(5,270,953) indicating significant financial challenges [120]. - The company has incurred and expects to continue incurring significant costs in pursuit of financing and acquisition plans, raising doubts about its ability to continue as a going concern [120]. - The net proceeds from the IPO and private placement, after redemptions of $65,163,747 in June 2023 and $141,300,945 in June 2024, provide approximately $52 million for the initial business combination [175]. - The net proceeds from the IPO and private placement warrants available outside the trust account amount to $2,310,000, which may limit the funding available for searching target businesses [156]. - If additional capital is required, the company may need to borrow from sponsors or affiliates, with up to $2,000,000 of such loans convertible into private placement warrants at $1.00 per warrant [157]. Internal Control and Compliance - The company identified material weaknesses in internal control over financial reporting, which could adversely affect investor confidence and financial results [121]. - In the fiscal year ended December 31, 2023, the company reported errors in the presentation and disclosures of financial statements, highlighting ongoing internal control issues [122]. - Material weaknesses in internal control could lead to misstatements in financial reporting, impacting compliance with securities law requirements [124]. - The company may face burdensome compliance requirements if deemed an investment company under the Investment Company Act, potentially hindering the completion of its initial business combination [214]. - Compliance with evolving laws and regulations may lead to increased administrative expenses and could adversely affect the company's ability to complete business combinations [263]. Business Combination Risks - The company expects to face competition from other entities for business combination opportunities, which may limit its ability to complete acquisitions due to limited financial resources [131]. - The company faces risks related to the inability to complete its initial business combination within the required timeframe, which could limit negotiation leverage with target businesses [137]. - If the initial business combination is not completed, public shareholders may have to wait beyond the Combination Period for redemption proceeds from the trust account [139]. - The company may not complete its initial business combination within the Combination Period, leading to the redemption of public shares and liquidation [138]. - If too many public shareholders exercise their redemption rights, the company may not meet cash requirements for business combinations, hindering potential deals [133]. Shareholder Dynamics - Initial shareholders own approximately 55.9% of the issued and outstanding ordinary shares as of December 31, 2024, which may influence shareholder approval for the initial business combination [140]. - The company’s initial shareholders collectively own 25.4% of the issued and outstanding ordinary shares entitled to vote, which may facilitate amendments to the memorandum and articles of association [232]. - Holders of public shares do not have voting rights on the appointment of directors prior to the initial business combination [206]. - Shareholders holding over 15% of Class A ordinary shares will lose the ability to redeem shares exceeding this threshold without prior consent [209]. - The absence of a specified maximum redemption threshold may allow the company to complete business combinations against the wishes of a substantial majority of shareholders [182]. Target Business Considerations - The company has not selected a specific business combination target but intends to target businesses with enterprise values greater than the net proceeds from the IPO and private placement warrants [145]. - There is a risk that the management of a prospective target business may lack the necessary skills to manage a public company, potentially impacting operations and profitability post-combination [149]. - The company may pursue acquisition opportunities with early-stage or financially unstable businesses, which carry inherent risks due to lack of proven business models and limited historical financial data [150]. - The company may enter into its initial business combination with a target that does not meet its general criteria and guidelines, potentially affecting the success of the combination [146]. - The company may consider business combinations outside of its management's areas of expertise, which could lead to inadequate assessment of significant risk factors [147]. Regulatory and Market Environment - The company received notice from Nasdaq regarding the delisting of its securities due to non-compliance with the requirement to complete a business combination within 36 months of its IPO [203]. - As a result of the delisting, the company is no longer required to complete a business combination with a target valued at least 80% of the net assets in the trust account [204]. - The company does not expect to list its securities on another national exchange, which may lead to significant adverse consequences [205]. - The market for directors and officers liability insurance has become less favorable, potentially increasing costs for the company [199]. - The company may face reduced liquidity and increased regulatory scrutiny due to its status as a blank check company [208]. Economic and Geopolitical Factors - The company may face additional risks if it pursues a target company located outside the United States, including regulatory approvals and currency fluctuations [247][248]. - The company is subject to various risks associated with investing in Latin America, including political instability and economic fluctuations [254]. - Recent economic and political instability in Brazil has led to a negative perception of the Brazilian economy, increasing volatility in the securities markets [271]. - The ongoing military conflict between Russia and Ukraine may lead to supply shortages and increased prices of commodities, impacting the global economy and inflation in Brazil [275]. - High levels of inflation in countries like Argentina and Brazil have historically harmed economic growth and capital markets, leading to increased volatility [281]. Share Structure and Securities - The company has authorized the issuance of up to 200 million Class A ordinary shares, with 177 million currently available for issuance [226]. - The company may issue additional Class A ordinary shares or preferred shares post-initial business combination, which could dilute existing shareholders' interests [226]. - The company may issue a substantial number of additional Class A ordinary shares or preferred shares to complete its initial business combination or under an employee incentive plan after completion of the initial business combination [228]. - The company’s ability to amend the terms of the warrants could adversely affect holders of public warrants without their approval [234]. - The structure of the units includes one-half of one warrant, which may make the units less valuable compared to other SPACs that offer a whole warrant [242].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 001-41321 PATRIA LATIN AMERICAN OPPORTUNITY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Island ...

Financial Position and Performance - As of December 31, 2023, the company had $47,046 in cash held outside of the Trust Account and working capital of $180,232,536[120]. - The company has incurred significant costs in pursuit of financing and acquisition plans, raising substantial doubt about its ability to continue as a going concern[120]. - The company restated previously reported financial statements for the period ended March 31, 2021, due to overstated legal fees and deferred offering costs[122]. - Up to $2,310,000 from the IPO proceeds is available outside the trust account for working capital, which is expected to sustain operations for at least the next 27 months[156]. - The net proceeds from the IPO and private placement amount to $187,355,645 after accounting for the redemption of $65,163,747 and $4,025,000 in deferred underwriting commissions[176]. Business Combination Challenges - The company may face difficulties in completing its initial business combination due to limited resources and significant competition from other entities[131]. - If too many public shareholders exercise their redemption rights, the company may not meet cash requirements for a business combination, potentially leading to a search for alternate targets[132]. - The requirement to complete the initial business combination within a prescribed timeframe may give potential target businesses leverage in negotiations[136]. - The company may not complete its initial business combination within the Combination Period, leading to the redemption of public shares and liquidation[137]. - If the initial business combination is not completed, public shareholders may have to wait beyond the Combination Period for redemption proceeds from the trust account[138]. - The company may seek additional financing if the cash portion of the purchase price exceeds the amount available from the trust account, which could impact the completion of the business combination[144]. - The company may only complete one business combination, leading to a lack of diversification and potential negative impacts on operations and profitability[176]. - The company may face increased competition for attractive business combination targets due to the rising number of special purpose acquisition companies (SPACs)[187]. - The absence of a specified maximum redemption threshold may allow the company to complete a business combination even if a substantial majority of shareholders disagree[184]. - The company may face limitations on its ability to borrow additional amounts for various purposes, compared to competitors with less debt[176]. Shareholder Dynamics - Initial shareholders own approximately 25.4% of the issued and outstanding ordinary shares, which may influence the approval of the initial business combination[139]. - To approve the initial business combination, the company needs 5,565,242 (33%) of the 16,880,481 public shares to vote in favor[139]. - Initial shareholders control approximately 25.4% of the issued and outstanding ordinary shares, allowing them to exert substantial influence over shareholder votes[186]. - Holders of public shares will not have voting rights on the appointment of directors prior to the initial business combination[209]. - The company’s initial shareholders collectively own 25.4% of the issued and outstanding ordinary shares entitled to vote, which may influence the ability to amend provisions related to pre-business combination activity[232]. Risks and Conflicts - The company’s sponsor and directors face a conflict of interest regarding the selection of business combination targets, as their investments are at risk if the combination is not completed[154]. - The company may pursue business combinations with entities affiliated with its sponsor, which could create additional conflicts of interest[198]. - Officers and directors may have fiduciary or contractual obligations to other entities, potentially affecting their ability to present business opportunities to the company[194]. - The company may face write-downs or impairments post-combination, which could adversely affect financial condition and market perception[158]. - Key personnel from acquisition candidates may resign post-combination, negatively impacting operations and profitability[153]. Regulatory and Compliance Issues - The company is subject to stringent rules if its Class A ordinary shares are classified as "penny stock," which may reduce trading activity in the secondary market[211]. - The company has not registered the Class A ordinary shares issuable upon exercise of the warrants under the Securities Act, which may render the warrants worthless if not exempt from registration[220]. - The SEC adopted the 2024 SPAC Rules, which require additional disclosures and may increase costs and time for business combinations[261]. - Compliance with evolving laws and regulations may result in increased operational costs and affect the ability to complete business combinations[264]. - The company may face restrictions on completing an initial business combination with U.S. target companies due to foreign investment regulations[168]. Economic and Market Conditions - Economic and political conditions in Latin America, including government influence and instability, may adversely affect the trading price of the company's Class A ordinary shares[271]. - Recent economic instability in Brazil has led to negative perceptions and increased volatility in the Brazilian securities markets, potentially impacting the company[274]. - High levels of inflation in countries like Argentina and Brazil have historically harmed economic growth and capital markets, creating uncertainty and volatility[285]. - The ongoing military conflict between Russia and Ukraine may lead to supply shortages and increased prices of commodities, affecting the global economy and potentially increasing inflation in Brazil[278]. - Inflationary pressures in Brazil may lead to increased interest rates, which could restrict access to international capital markets[289]. Operational Risks - The company may pursue acquisition opportunities with early-stage or financially unstable businesses, which could involve significant risks due to lack of proven business models and limited historical financial data[149]. - The company may consider business combinations outside of its management's areas of expertise, which could affect the evaluation and operation of the acquired business[146]. - The company may encounter difficulties in completing multiple business combinations simultaneously, leading to increased costs and operational risks[179]. - The company intends to pursue a target company outside the U.S., exposing it to additional operational risks[247]. - Risks associated with cross-border business combinations include conducting due diligence in foreign jurisdictions and regulatory approvals[248].

Financial Performance - For the nine months ended September 30, 2023, the company reported a net income of $7,453,331, which includes realized gains of $7,601,882 from investments held in the trust account [119]. - The company reported a net loss of $(438,683) for the three months ended September 30, 2022 [122]. - Cash used in operating activities for the nine months ended September 30, 2023, was $522,362, offset by a net income of $7,453,331 [124]. - The company incurred general and administrative expenses of $928,551 for the nine months ended September 30, 2023 [119]. Cash and Working Capital - The company had working capital of $173,155,304 as of September 30, 2023, which includes cash placed in the trust account of $236,900,000 [123]. - As of September 30, 2023, the company had cash of $182,243 available for working capital purposes [125]. - The Company anticipates that cash held outside of the Trust Account as of September 30, 2023, will not be sufficient to operate for at least the next 12 months if a Business Combination is not completed [128]. Business Operations and Future Plans - The company has not generated any revenues to date and does not expect to do so until after completing its initial business combination [118]. - The company intends to use funds held outside the trust account primarily for identifying and evaluating target businesses [125]. - The company may need to obtain additional financing to complete an initial business combination or to redeem a significant number of public shares [127]. - Management plans to address the uncertainty regarding the Company's ability to continue as a going concern through a Business Combination [128]. Accounting and Regulatory Matters - The Company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards [135]. - The Company has not identified any critical accounting estimates that could materially differ from actual results [133]. - The Company may rely on reduced reporting requirements under the JOBS Act, which could exempt it from certain disclosures for five years post-IPO [136]. - The Company is in the process of evaluating the benefits of relying on the reduced reporting requirements provided by the JOBS Act [136]. Fees and Obligations - The underwriters are entitled to a deferred fee of $0.35 per Unit, totaling $8,050,000, which will be waived if the Company does not complete a Business Combination [130]. - The Company has no long-term debt, capital lease obligations, operating lease obligations, or long-term liabilities [130]. - The Company incurred and paid $0 and $60,000 in administrative support fees for the three and nine months ended September 30, 2023, compared to $30,000 and $65,484 for the same periods in 2022 [131]. - The holders of Founder Shares and Private Placement Warrants are entitled to registration rights, but the Company is not required to effect any registration until the lock-up period ends [132]. Derivative Liabilities - The change in fair value of derivative warrant liabilities for the nine months ended September 30, 2023, was $780,000 [119].

Financial Performance - For the six months ended June 30, 2023, the company reported a net income of $5,687,117, which includes a realized gain on investments held in the trust account of $5,241,005[117] - The company reported a net income of $3,408,179 for the three months ended June 30, 2023[119] Working Capital and Cash Position - The company had working capital of $171,389,090 as of June 30, 2023, including $236,900,000 of cash placed in the Trust Account[121] - As of June 30, 2023, the company had cash of $329,453 available for working capital purposes[123] - The Company anticipates that cash held outside of the Trust Account as of June 30, 2023, will not be sufficient to operate for at least the next 12 months if a Business Combination is not completed[126] Expenses - The company incurred general and administrative expenses of $687,488 for the six months ended June 30, 2023[117] - The company incurred general and administrative expenses of $407,651 for the three months ended June 30, 2023[119] - The Company incurred and paid $30,000 and $60,000 in administrative support fees for the three and six months ended June 30, 2023, compared to $30,000 and $35,484 for the same periods in 2022[130] Business Combination and Future Plans - The company has not generated any operating revenues to date and does not expect to do so until after completing its initial Business Combination[116] - The company must complete one or more initial Business Combinations with an aggregate fair market value of at least 80% of the net assets held in the Trust Account[112] - If the company fails to complete a Business Combination within 15 months from the closing of the IPO, it will redeem Public Shares at a per-share price equal to the amount in the Trust Account[114] - The company may need to obtain additional financing to complete an Initial Business Combination or to redeem a significant number of Public Shares[125] - There is no assurance that the Company's plans for a Business Combination will be successful or completed within the Combination Period[126] Going Concern and Regulatory Matters - Management plans to address the uncertainty regarding the Company's ability to continue as a going concern through a Business Combination[126] - The Company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[134] - The unaudited condensed financial statements do not include adjustments for asset recovery or liability classification if the Company cannot continue as a going concern[127] - The Company may rely on reduced reporting requirements under the JOBS Act, which could exempt it from certain disclosures for five years post-IPO[135] Liabilities - The Company has no long-term debt, capital lease obligations, operating lease obligations, or long-term liabilities[129] Accounting Estimates - The Company has not identified any critical accounting estimates that could materially differ from actual results[132] Underwriter Fees - The underwriters are entitled to a deferred fee of $0.35 per Unit, totaling $8,050,000, which will be waived if the Company does not complete a Business Combination[129]

Financial Performance - As of March 31, 2023, the company reported a net income of $2,278,938, driven by realized gains of $2,569,175 on investments held in the Trust Account[112]. - For the three months ended March 31, 2022, the company experienced a net loss of $829,640, primarily due to general and administrative expenses and changes in fair value of derivative warrant liabilities[113]. - Cash used in operating activities for the three months ended March 31, 2023, was $146,024, with a net income of $2,278,938 offset by changes in operating assets and liabilities[115]. Working Capital and Cash Management - The company had working capital of $669,897 as of March 31, 2023, excluding marketable securities held in the Trust Account and other liabilities[114]. - As of March 31, 2023, the company held cash of $561,725 outside the Trust Account for working capital purposes[116]. - The Company anticipates that cash held outside of the Trust Account as of March 31, 2023, will not be sufficient to operate for at least the next 12 months if a Business Combination is not completed[119]. Trust Account and Business Combination - The company placed $236,900,000 in cash into the Trust Account from the IPO proceeds, which is designated for funding a Business Combination or shareholder redemptions[114]. - The company must complete a Business Combination with an aggregate fair market value of at least 80% of the net assets held in the Trust Account[106]. - The company has broad discretion regarding the application of net proceeds from the IPO, primarily aimed at consummating a Business Combination[106]. - The company may need to obtain additional financing to complete an Initial Business Combination or to redeem a significant number of Public Shares[118]. - There is no assurance that the Company's plans to consummate the Business Combination will be successful within the Combination Period[119]. Administrative Expenses - The Company incurred and paid $30,000 in administrative support fees for the three months ended March 31, 2023, compared to $5,484 for the same period in 2022, reflecting a significant increase of approximately 447%[122]. Debt and Liabilities - The Company has no long-term debt, capital lease obligations, operating lease obligations, or long-term liabilities[121]. - As of March 31, 2023, the Company did not have any off-balance sheet arrangements[124]. Going Concern and Reporting - Management plans to address the uncertainty regarding the Company's ability to continue as a going concern through a Business Combination[119]. - The unaudited condensed financial statements do not include adjustments related to the recovery of recorded assets or liabilities if the Company cannot continue as a going concern[120]. - The Company is evaluating the benefits of relying on reduced reporting requirements under the JOBS Act, which may exempt it from certain disclosures for up to five years[129]. - The Company has not identified any critical accounting estimates that could materially differ from actual results[125].

Financial Condition - As of December 31, 2022, the company had $707,749 in cash and working capital of $230,865,720, raising doubts about its ability to continue as a going concern[118]. - The company has $228,850,000 in net proceeds from its IPO and private placement of warrants available for initial business combination, after accounting for $8,050,000 in deferred underwriting commissions[184]. - Only $2,310,000 of the net proceeds from the IPO and private placement warrants is available initially outside the trust account for working capital requirements[164]. - If the company fails to complete its initial business combination, public shareholders may only receive their pro rata portion of the funds in the trust account, estimated at $10.30 per unit, and warrants will expire worthless[165]. - The trust account may be reduced below $10.30 per unit due to third-party claims, impacting shareholder redemption amounts[167]. - If the funds in the trust account are reduced, the per-share redemption amount could be less than $10.30, affecting public shareholders[169]. - The company may need to seek additional financing if the cash portion of the purchase price exceeds the amount available from the trust account, which could compel restructuring or abandonment of a business combination[152]. - The company may face challenges in raising equity and debt financing due to increased market volatility and decreased market liquidity caused by COVID-19[141]. Internal Controls and Compliance - A material weakness in internal control over financial reporting was identified as of December 31, 2021, which could adversely affect the accuracy of financial results[119]. - The company has taken steps to remediate the identified material weakness, but there is no assurance that these efforts will be effective[121]. - Future material weaknesses could limit the company's ability to comply with securities law requirements and adversely affect investor confidence[122]. Business Combination Risks - The company is obligated to offer public shareholders the right to redeem their shares for cash at the time of the initial business combination, which may limit its ability to complete such a transaction[131]. - If too many public shareholders exercise their redemption rights, the company may not meet the minimum cash requirements for a business combination[132]. - The company may face significant competition for business combination opportunities, which could hinder its ability to complete a transaction[131]. - The ability of public shareholders to redeem shares may make the company's financial condition unattractive to potential business combination targets[132]. - The company has not selected a specific business combination target but intends to target businesses with enterprise values greater than the net proceeds from its IPO and private placement warrants[152]. - The company may only complete one business combination with the proceeds from its IPO, which could lead to a lack of diversification and negatively impact operations and profitability[184]. - The company may incur substantial debt to complete a business combination, which could adversely affect leverage and financial condition, impacting shareholder value[183]. - The company may face challenges in obtaining necessary financial statements from target businesses, potentially limiting the pool of candidates[163]. Shareholder Dynamics - The company’s initial shareholders own approximately 20% of the issued and outstanding ordinary shares, which may influence the approval of the initial business combination[146]. - To approve an initial business combination, the company would need 7,500,001 (37.5%) of the 20,000,000 public shares sold in the IPO to vote in favor[146]. - If the company seeks shareholder approval for its initial business combination, initial shareholders and management have agreed to vote in favor regardless of public shareholder votes[146]. - The company may purchase shares or public warrants from public shareholders to influence the vote on a proposed business combination[147]. - Shareholders holding over 15% of Class A ordinary shares may lose the ability to redeem shares in excess of that amount if the company seeks shareholder approval for its initial business combination[217]. - The company’s initial shareholders collectively own 20% of ordinary shares and will participate in votes to amend governing documents, influencing the outcome[237]. Market and Economic Conditions - The ongoing COVID-19 pandemic may materially adversely affect the company's search for a business combination and the operations of any potential target business[140]. - Economic downturns, geopolitical tensions, and the COVID-19 pandemic may further complicate the ability to find and consummate favorable business combinations[196]. - The COVID-19 pandemic is expected to continue negatively impacting global, regional, and national economies, potentially leading to a protracted economic downturn[297]. - Market declines and volatility could result in losses and the postponement or cancellation of expansion plans or mergers and acquisitions, reducing future growth prospects[297]. - The economic slowdown may negatively impact target business performance through lower demand for products or services and higher than expected losses[297]. Regulatory and Legal Risks - The company intends to avoid being deemed an "investment company" under the Investment Company Act by restricting trust account investments to U.S. government securities with a maturity of 185 days or less[224]. - The company has not registered the Class A ordinary shares issuable upon exercise of the warrants, which may lead to warrants expiring worthless if not registered[225]. - The company may face adverse effects from foreign currency exchange controls and currency devaluation in certain Latin American countries[292]. - The company may reincorporate in another jurisdiction, which could affect the enforcement of legal rights and result in taxes imposed on shareholders or warrant holders[262]. - The company is subject to evolving regulatory measures that may increase general and administrative expenses and divert management's focus from revenue-generating activities[265]. Operational Challenges - The company anticipates substantial management time and costs associated with investigating target businesses, which may not be recoverable if a business combination is not completed[155]. - The company may pursue business combinations outside of its management's areas of expertise, which could lead to inadequate assessment of risks[154]. - The loss of key personnel from a target business upon completion of a business combination could negatively impact operations and profitability[161]. - Key personnel may negotiate employment agreements that could create conflicts of interest regarding business combinations[200]. - Officers and directors are not required to commit full time to the company's affairs, potentially limiting their ability to complete initial business combinations[201]. Currency and Inflation Risks - The ongoing military conflict between Russia and Ukraine may lead to increased inflation in Brazil and potential measures by the Brazilian government to contain inflation, impacting the cost of debt and capital for financing activities[278]. - Political and economic instability in Latin America, including Brazil, could adversely affect the trading price of the company's Class A ordinary shares[274]. - The Brazilian government has implemented various economic plans and exchange rate policies, leading to historical volatility in the Brazilian currency[289]. - The company is subject to risks inherent in investing in Latin America, including political instability and fluctuations in global commodity prices[260]. - Exchange rate fluctuations may adversely affect the financial condition and results of operations if a non-U.S. target is acquired[261].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 (I.R.S. Employer Identification Number) 18 Forum Lane, 3rd floor, Camana Bay, PO Box 757, Grand Cayman, KY1-9006 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 001-41321 PAT ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 001-41321 PATRIA LATIN AMERICAN OPPORTUNITY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands ...