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, 2025 Cayman Islands N/A (State or other jurisdiction of incorporation or organization) 60 Nexus Way, 4th Floor, Camana Bay, PO Box 757, Grand Cayman, KY1-9006 (Address of principal executive offices) +1 345 640 4900 Registrant's Telephone Number, Including Area Code OR ☐ TRANSITION REPOR ...

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 significant costs in pursuit of financing and acquisition plans, raising doubts about its ability to continue as a going concern [120]. - The company may face challenges in negotiating business combinations due to the requirement to complete transactions within a prescribed timeframe, potentially undermining shareholder value [137]. - The company may not complete its initial business combination within the Combination Period, leading to a potential liquidation of public shares [138]. - If the initial business combination is not completed, public shareholders may only receive their pro rata portion of the funds in the trust account, and warrants will expire worthless [145]. - The company may face limitations in obtaining additional financing due to covenants in existing debt securities, impacting flexibility and operational planning [176]. - The company may incur substantial debt to complete a business combination, which could negatively impact financial condition and shareholder value [174]. - The company may be required to take write-downs or impairments post-combination, negatively affecting financial condition and market perception [158]. 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 not be able to maintain effective disclosure controls, which could adversely affect timely financial reporting and investor confidence [123]. - The company may not hold an annual general meeting until after the initial business combination, delaying shareholder director appointments [166]. - The company is exempt from certain SEC rules protecting investors in blank check companies, meaning investors do not receive the same protections as those in other similar companies [207]. Business Combination Challenges - The company expects to face competition from other entities for business combination opportunities, which may limit its ability to complete acquisitions [131]. - The trust account is expected to contain approximately $10.30 per Class A ordinary share at the time of the initial business combination, potentially incentivizing public shareholders to redeem their shares [136]. - If too many public shareholders exercise their redemption rights, the company may not meet cash requirements for business combinations, limiting its ability to proceed with transactions [133]. - The company may face challenges in completing initial business combinations with private companies due to limited public information, potentially leading to less profitable acquisitions than anticipated [151]. - 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 [150]. - The company may have limited ability to assess the management of a prospective target business, which could impact the success of the business combination [149]. - Key personnel from acquisition candidates may resign post-combination, negatively impacting operations and profitability [153]. - The company may enter into business combinations outside of management's areas of expertise, potentially affecting the success of such combinations [147]. 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]. - If the company seeks shareholder approval for the initial business combination, initial shareholders and management have agreed to vote in favor, increasing the likelihood of approval [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]. - The increasing number of special purpose acquisition companies may lead to a scarcity of attractive targets, raising costs and complicating the ability to find suitable business combinations [186]. - The absence of a specified maximum redemption threshold may allow the company to complete a business combination that a substantial majority of shareholders do not agree with [182]. - Initial shareholders control approximately 55.9% of the issued and outstanding ordinary shares, potentially influencing shareholder votes in ways that may not align with other investors [185]. Regulatory and Market Risks - The company may face restrictions on completing a business combination with U.S. target companies due to foreign investment regulations [167]. - The company may face significant adverse consequences due to its securities no longer qualifying as "covered securities" under federal statutes, subjecting it to state regulations [205]. - The market for directors and officers liability insurance has become less favorable, potentially increasing costs for the company in completing an initial business combination [199]. - 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 registration statement [203]. - Following the delisting, the company is no longer required to complete a business combination with a target business valued at least 80% of the net assets in the trust account, allowing for acquisitions below that threshold [204]. - The company may experience reduced liquidity and trading activity in its securities due to being classified as a "penny stock" following the delisting [208]. Economic and Geopolitical Factors - The company is subject to various risks associated with investing in Latin America, including political instability and economic fluctuations [254]. - Political and economic conditions in Latin America, including government influence and instability, could adversely affect the trading price of the company's Class A ordinary shares [269]. - Recent economic and political instability in Brazil has led to a negative perception of the Brazilian economy, potentially impacting the company's Class A ordinary shares [271]. - The ongoing military conflict between Russia and Ukraine may lead to increased inflation and economic volatility, affecting the company's operations and expansion plans [275]. - High levels of inflation in countries like Argentina and Brazil have historically harmed economic growth and capital markets, creating uncertainty [281]. - Brazilian inflation rates were 4.8%, 4.6%, and 5.8% for the years ended December 31, 2024, 2023, and 2022, respectively [282]. - The SELIC rate fluctuated significantly, reaching a low of 2.00% on December 31, 2020, and increasing to 14.25% by April 8, 2025 [282]. - The Brazilian real depreciated by 29% against the U.S. dollar in 2020, followed by a 7% depreciation in 2021, and a 7.2% appreciation in 2023 [284]. 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 to complete the initial business combination, which could dilute existing shareholders' interests [226]. - The company issued an aggregate of 23,000,000 warrants in connection with its IPO, which are accounted for as a warrant liability and recorded at fair value upon issuance [238]. - The exercise price of the warrants may be adjusted if additional ordinary shares or equity-linked securities are issued for capital raising purposes at a Newly Issued Price of less than $9.20 per Class A ordinary share [237]. - The company may redeem outstanding warrants at a price of $0.10 per warrant if the Reference Value equals or exceeds $10.00 per share [240]. - The company may amend the terms of the warrants in a manner that could be adverse to holders of public warrants with the approval of a majority of the then outstanding public warrants [234]. - The company’s ability to amend its governing instruments may make it easier to complete an initial business combination that some shareholders may not support [231].

Financial Performance - For the three months ended September 30, 2024, the company reported a net income of $813,995, consisting of a realized gain on investments held in the trust account of $714,328 and general and administrative expenses of $194,881[140]. - For the nine months ended September 30, 2024, the company reported a net income of $4,283,432, primarily from a realized gain on investments held in the trust account of $5,404,525, offset by general and administrative expenses of $765,046[142]. - As of September 30, 2024, cash used in operating activities was $1,013,376, with a net income of $4,283,432[146]. - The company has incurred general and administrative expenses of $241,063 for the three months ended September 30, 2023, which included professional services fees of $75,095[141]. - The Company incurred $90,000 and $60,000 in administrative support fees for the nine months ended September 30, 2024 and 2023, respectively[155]. Cash and Working Capital - As of September 30, 2024, the company had working capital of $43,305,023, including cash placed in the Trust Account of $236,900,000[145]. - As of September 30, 2024, the Company had no amounts outstanding under any Working Capital Loans[148]. - The Company anticipates that cash held outside of the Trust Account will not be sufficient to operate for at least the next 12 months if a Business Combination is not consummated[150]. - The company intends to use cash held outside the Trust Account primarily for identifying and evaluating target businesses[147]. Business Combination and Compliance - The company has not generated any operating revenues to date and does not expect to do so until after completing its initial Business Combination[139]. - 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[134]. - The Company has a deadline of September 14, 2025, to complete a Business Combination, or it will cease operations and redeem Public Shares[136]. - The company received a notice from Nasdaq indicating non-compliance due to the aggregate market value of its outstanding warrants being less than $1 million[131]. Trust Account and Extensions - The Company has deposited $3,872,484 in aggregate into the Trust Account to extend the termination date through October 14, 2024[150]. - Following September 30, 2024, the Company made additional deposits totaling $136,042 to extend the termination date to December 14, 2024[150]. Liabilities and Financial Obligations - The underwriters are entitled to a deferred fee of $0.35 per Unit, totaling $8,050,000 in the aggregate, which will be waived if the Company does not complete a Business Combination[153]. - The Company received a waiver letter from J.P. Morgan Securities LLC regarding deferred underwriting fees, but this does not cover fees payable to Citigroup Global Market Inc., totaling $4,025,000[154]. - The Company has no long-term debt, capital lease obligations, operating lease obligations, or long-term liabilities[153]. Accounting and Reporting - 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[159]. - The Company has not identified any critical accounting estimates that could materially differ from actual results[157].

Financial Performance - For the three months ended June 30, 2024, the company reported a net income of $2,048,967, consisting of a realized gain on investments held in the trust account of $2,254,058[123]. - For the six months ended June 30, 2024, the company reported a net income of $3,469,437, primarily from a realized gain on investments held in the trust account of $4,690,197[125]. - The company reported a change in fair value of derivative warrant liabilities of $135,200 for the three months ended June 30, 2024[123]. Working Capital and Cash Management - As of June 30, 2024, the company had working capital of $42,461,028, including cash placed in the Trust Account of $236,900,000[128]. - The company had cash of $23,645 held outside the Trust Account as of June 30, 2024, intended for identifying and evaluating target businesses[130]. - The Company anticipates that cash held outside of the Trust Account will not be sufficient to operate for at least the next 12 months if a Business Combination is not consummated[133]. - The Company has deposited $3,668,121 in total into the Trust Account to extend the termination date through July 14, 2024[133]. Business Combination and Compliance - 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[118]. - If the company fails to complete a Business Combination within 42 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[120]. - The company submitted a plan to regain compliance with Nasdaq listing criteria by July 31, 2024, after being notified of non-compliance due to a market value of outstanding warrants below $1 million[117]. Expenses and Fees - The company incurred general and administrative expenses of $334,496 for the three months ended June 30, 2024, compared to $407,651 for the same period in 2023[123][124]. - The Company incurred $60,000 in administrative support fees for both the six months ended June 30, 2024 and 2023[138]. - The underwriters are entitled to a deferred fee of $8,050,000, which will be waived if the Company does not complete a Business Combination[136]. - The Company received a waiver letter from J.P. Morgan Securities LLC regarding deferred underwriting fees, but Citigroup Global Market Inc. is still entitled to $4,025,000[137]. Operational Outlook - The company has not generated any operating revenues to date and does not expect to do so until after completing its initial Business Combination[122]. - The Company plans to use funds held outside of the Trust Account for various operational expenses, including due diligence and travel expenditures[133]. - The Company has no long-term debt, capital lease obligations, or long-term liabilities[136]. Accounting and Reporting - The Company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[142]. - The Company has not identified any critical accounting estimates that could materially differ from actual results[140].

Financial Performance - As of March 31, 2024, the company reported a net income of $1,420,470, which includes realized gains of $2,436,139 from investments held in the trust account[113]. - For the three months ended March 31, 2023, the company reported a net income of $2,278,938, with realized gains of $2,569,175 from investments held in the trust account[115]. - The Company incurred $30,000 in administrative support fees for both the three months ended March 31, 2024, and 2023[125]. Working Capital and Cash Management - The company had working capital of $181,683,006, which includes $236,900,000 of cash placed in the trust account from the IPO proceeds[116]. - As of March 31, 2024, the company had cash of $2,999 available for working capital purposes[118]. - As of March 31, 2024, the cash held outside of the Trust Account is insufficient for the Company to operate for at least the next 12 months without a Business Combination[121]. Business Combination and Operations - The company has not engaged in any operations or generated revenues to date, focusing solely on organizational activities and searching for a target business for a business combination[112]. - 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[107]. - The initial shareholders have agreed to waive their rights to liquidating distributions from the trust account if the company fails to complete a business combination within the specified period[111]. - The company may need to obtain additional financing to complete an initial business combination or to redeem a significant number of public shares[120]. - The Company plans to address its going concern uncertainty through a Business Combination[121]. Compliance and Regulatory Matters - The company is subject to compliance with Nasdaq listing criteria, having received a notice regarding the market value of its outstanding warrants being less than $1 million[106]. - 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[129]. Agreements and Fees - The underwriters are entitled to a deferred fee of $8,050,000, which will be waived if the Company does not complete a Business Combination[124]. - The Company has executed an agreement to discontinue the remittance of administrative fees to the Sponsor effective August 1, 2023[125]. - The holders of Founder Shares and Private Placement Warrants are entitled to registration rights, but the Company is not required to permit any registration until the lock-up period ends[126]. Trust Account Management - The Company has deposited $3,000,000 in total into the Trust Account to extend the termination date through May 14, 2024, with a subsequent deposit of $300,000 made on May 13, 2024, to extend it to June 14, 2024[121]. - The Company has no long-term debt, capital lease obligations, operating lease obligations, or long-term liabilities[123]. Accounting Estimates - The Company has not identified any critical accounting estimates that could materially differ from actual results[127].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 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 N/A ...

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[117]. - 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[123]. - The company incurred general and administrative expenses of $928,551 for the nine months ended September 30, 2023[117]. - The company reported a net loss of $(438,683) for the three months ended September 30, 2022[120]. 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[122]. - As of September 30, 2023, the company had cash of $182,243 available for working capital purposes[124]. - 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[127]. - The Company may rely on loans from the sponsor or affiliates to meet working capital needs, but there is no assurance these loans will be provided[127]. Business Combination and Operations - The company has not generated any revenues to date and does not expect to do so until after completing its initial business combination[116]. - 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[112]. - If the company fails to complete a business combination within 15 months from the IPO, it will cease operations and redeem public shares at a per-share price of $10.30[114]. - There is substantial doubt about the Company's ability to continue as a going concern for a period of one year after the issuance of the unaudited condensed financial statements[128]. Debt and Liabilities - The Company has no long-term debt, capital lease obligations, or long-term liabilities, but underwriters are entitled to a deferred fee of $8,050,000, which will be waived if the Business Combination is not completed[130]. Administrative and Reporting Matters - The Company incurred and paid $0 in administrative support fees for the three months ended September 30, 2023, compared to $30,000 for the same period in 2022[131]. - The Company executed an agreement to discontinue administrative fees to the Sponsor effective August 1, 2023[131]. - 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 is evaluating the benefits of relying on reduced reporting requirements provided by the JOBS Act[136]. - The Company plans to use funds held outside of the Trust Account for various operational expenses, including identifying and evaluating prospective Business Combination candidates[127]. Derivative Liabilities - The change in fair value of derivative warrant liabilities for the nine months ended September 30, 2023, was $780,000[117].

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, 2023 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 ...

Financial Performance - For the three months ended March 31, 2023, the company reported a net income of $2,278,938, driven by realized gains on investments held in the Trust Account amounting to $2,569,175[109]. - 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[112]. - The company incurred general and administrative expenses of $279,837 for the three months ended March 31, 2023[109]. - 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%[119]. Cash and Working Capital - The company had working capital of $669,897 as of March 31, 2023, excluding marketable securities held in the Trust Account and other liabilities[111]. - As of March 31, 2023, the company held cash of $561,725 outside the Trust Account, intended for identifying and evaluating target businesses[113]. - The company placed $236,900,000 of cash in the Trust Account from the IPO proceeds, which is designated for funding shareholder redemptions or business combinations[111]. - 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 consummated[116]. - The company has no outstanding amounts under any Working Capital Loans as of March 31, 2023[114]. Business Combination - The company has not generated any revenues to date and does not expect to do so until after completing an initial Business Combination[108]. - 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[102]. - If the company fails to complete a Business Combination within 15 months from the IPO closing, it will redeem Public Shares at a per-share price equal to the amount in the Trust Account[106]. - There is no assurance that the Company's plans to consummate the Business Combination will be successful within the Combination Period[116]. Debt and Liabilities - The Company has no long-term debt, capital lease obligations, operating lease obligations, or long-term liabilities[118]. - As of March 31, 2023, the Company did not have any off-balance sheet arrangements as defined in Regulation S-K[121]. Regulatory and Compliance - The Company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[124]. - 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 termination of the applicable lock-up period[120]. - The Company has not identified any critical accounting estimates that could materially differ from actual results[122].

Financial Condition - As of December 31, 2022, the company had $707,749 in cash and working capital of $230,865,720, raising substantial doubt about its ability to continue as a going concern [115]. - The company has only $2,310,000 available outside the trust account to fund working capital requirements, which is expected to last for at least 21 months post-IPO [184]. - The company may require additional financing to complete its initial business combination if the cash portion of the purchase price exceeds the available funds in the trust account [161]. - The company has incurred and expects to continue incurring significant costs in pursuit of financing and acquisition plans, which may not be successful [115]. - The company anticipates substantial costs related to the investigation and negotiation of target businesses, which may not be recoverable if a business combination is not completed [167]. Business Combination Risks - If too many public shareholders exercise their redemption rights, the company may not meet the minimum cash requirement for a business combination, potentially leading to failure in completing the transaction [133]. - The company may complete its initial business combination without seeking shareholder approval, which could lead to a situation where a majority of public shareholders do not support the combination [126]. - The company faces significant competition for business combination opportunities, which may limit its ability to complete a desirable transaction [130]. - The ability of public shareholders to redeem shares for cash may make the company's financial condition unattractive to potential business combination targets [132]. - If the company does not complete a business combination within the specified timeframe, it will cease operations, redeem public shares, and liquidate [149]. Shareholder Rights and Influence - The company’s initial shareholders own approximately 20% of the issued and outstanding ordinary shares, which may influence shareholder votes on business combinations [154]. - Holders of public shares will not have voting rights on the appointment of directors prior to the initial business combination, limiting their influence on company management [267]. - There is no specified maximum redemption threshold, which may allow the company to complete a business combination that a majority of shareholders do not support [228]. - Amendments to the company’s memorandum and articles of association require a two-thirds majority vote, making it easier to facilitate business combinations that some shareholders may not support [296]. Market and Regulatory Environment - The ongoing COVID-19 pandemic may adversely affect the company's ability to complete a business combination due to restrictions on travel and meetings [147]. - Nasdaq may delist the company's securities, which could limit investors' ability to transact and subject the company to additional trading restrictions [261]. - The company has been approved to list its units on Nasdaq, anticipating compliance with minimum initial listing standards, including a minimum shareholder's equity of $2,500,000 and at least 400 public holders [262]. - If Nasdaq were to delist the company's securities, it would no longer be required to complete a business combination with a target business valued at least 80% of the net assets held in the trust account [263]. Conflicts of Interest - Transactions with affiliated entities require approval from a majority of independent directors, but no third-party fairness opinion is required, potentially leading to conflicts of interest [209]. - The company may pursue business combinations with affiliated entities, which could raise potential conflicts of interest, although no specific opportunities have been identified at this time [252]. - The company does not have a policy prohibiting directors and officers from having financial interests in transactions, which may lead to conflicts between their interests and those of the company [249]. - There are potential conflicts of interest as key personnel may negotiate employment agreements with target businesses, which could influence their decision-making regarding business combinations [242]. Warrant and Share Structure - The company has authorized the issuance of up to 200,000,000 Class A ordinary shares, with 177,000,000 Class A ordinary shares available for issuance, not accounting for shares reserved for outstanding warrants [291]. - The company may issue additional Class A ordinary shares or preferred shares to complete its initial business combination, which could dilute existing shareholders' interests [290]. - The company may require warrant holders to exercise their warrants on a cashless basis if the Class A ordinary shares are not listed on a national securities exchange, potentially resulting in fewer shares received upon exercise [287]. - The company can redeem outstanding warrants at $0.01 per warrant if the last reported sales price of Class A ordinary shares equals or exceeds $18.00 per share [308]. Operational Challenges - The company may face challenges in assessing the management of prospective target businesses, which could negatively impact post-combination operations [170]. - The operations of the company are heavily reliant on a small group of key personnel, particularly the founders and officers, whose unexpected loss could adversely affect operations and profitability [238]. - The loss of key personnel could negatively impact the operations and profitability of the post-combination business, as their roles in the target business cannot be currently ascertained [240]. - The company may face challenges in attracting and retaining qualified officers and directors due to potential liability claims arising from conduct prior to the initial business combination [258].