UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT
REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date
of earliest event reported): June 14, 2023 (
(Exact Name of Registrant as Specified in its Charter)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
The | Stock Market LLC||||
The | Stock Market LLC||||
The | Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 26, 2023, Patria Latin American Opportunity Acquisition Corp. (the “Company”) filed with the U.S. Securities and Exchange Commission (“SEC”) and mailed to shareholders (the “Proxy Statement”) for the solicitation of proxies in connection with a special meeting of the Company’s stockholders to be held on June 12, 2023.
On June 12, 2023, the Company held an extraordinary general meeting of the Company’s shareholders (the “Extraordinary General Meeting”). At the Extraordinary General Meeting, the Company’s shareholders approved amendments (the “Articles Amendment”) to the Company’s Amended and Restated Memorandum and Articles of Association (the “Articles”) to: (i) extend the date (the “Termination Date”) by which the Company has to consummate an initial business combination from June 14, 2023 (the date which is 15 months from the closing date of the Company’s initial public offering of shares of Class A shares) (the “IPO”) (the “Original Termination Date”) to June 14, 2024 (the date which is 27 months from the closing date of the Company’s IPO) (the “Articles Extension Date”), or such earlier date as determined by the Company’s board of directors (“Board”), and to allow the Board, without another shareholder vote, to extend the period of time to consummate the initial business combination on a monthly basis for up to for an additional 12 months after the Articles Extension Date on the same terms as the Original Extension Right (as defined in the Proxy Statement) as contemplated by the IPO prospectus and in accordance with the Articles, if requested by Patria SPAC LLC, a Cayman Islands limited liability company (the “Sponsor”), and upon five days’ advance notice prior to the applicable Termination Date, until June 14, 2024 (the date which is 27 months from the closing date of the Company’s IPO) (the “Additional Articles Extension Date”), or a total of twelve months after the Original Termination Date, as provided by the first resolution in the form set forth in Annex A to the Proxy Statement (the “Extension Amendment Proposal”); (ii) eliminate from the Articles the limitation that the Company should not redeem Class A Ordinary Shares included as part of the units sold in the IPO (including any shares issued in exchange thereof, the “Public Shares”) to the extent that such redemption would cause the Company’s net tangible assets to be less than $5,000,001 (the “Redemption Limitation”, the “Redemption Limitation Amendment” and such proposal, the “Redemption Limitation Amendment Proposal”). The Redemption Limitation Amendment would allow the Company to redeem Public Shares irrespective of whether such redemption would exceed the Redemption Limitation; (iii) provide that the Class B Ordinary Shares may be converted either at the time of the consummation of the Company’s initial Business Combination or at any earlier date at the option of the holders of the Class B Ordinary Shares (the “Founder Conversion Amendment” and such proposal, the “Founder Conversion Amendment Proposal”); and, if necessary; (iv) (a) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are insufficient Class A Ordinary Shares, par value $0.0001 per share and Class B Ordinary Shares, par value $0.0001 per share in the capital of the Company represented (either in person or by proxy) to approve the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, or the Founder Conversion Amendment Proposal, (b) if the holders of Public Shares (as defined below) have elected to redeem an amount of shares in connection with the Extension Amendment such that the Company would not adhere to the continued listing requirements of the Nasdaq Stock Market LLC (“Nasdaq”), or (c) if the Company determines before the Extraordinary General Meeting that it is not necessary or no longer desirable to proceed with the other proposals (the “Adjournment Proposal”), including in the event that the Company has elected to exercise the Original Extension Right.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Extraordinary General Meeting held on June 12, 2023, the Company’s shareholders approved the Articles Amendment to amend, by way of special resolution, the Articles to extend the date from June 14, 2023 (the date which is 15 months from the closing date of the Company’s initial public offering of shares of Class A shares to June 14, 2024 (the date which is 27 months from the closing date of the Company’s IPO), or such earlier date as determined by the Board, and to allow the Board, without another shareholder vote, to extend the period of time to consummate the initial business combination on a monthly basis for up to an additional 12 months after the Articles Extension Date on the same terms as the original extension right as contemplated by our IPO prospectus and in accordance with the Articles, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until June 14, 2024 (the date which is 27 months from the closing date of the Company’s IPO), or a total of twelve months after the Original Termination Date, as provided by the first resolution in the form set forth in Annex A to the Proxy Statement (the “Extension Amendment Proposal”).
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At the Extraordinary General Meeting, the Company’s shareholders approved the Redemption Limitation Amendment Proposal. The Redemption Limitation Amendment Proposal asked shareholders to amend, by way of special resolution, the Articles, as provided by the second resolution in the form set forth in Annex A to the Proxy Statement (the “Redemption Limitation Amendment” and such proposal, the “Redemption Limitation Amendment Proposal”) to eliminate from the Articles the limitation that the Company should not redeem Class A Ordinary Shares included as part of the units sold in the IPO (including any shares issued in exchange thereof, the “Public Shares”) to the extent that such redemption would cause the Company’s net tangible assets to be less than $5,000,001. The Redemption Limitation Amendment allowed the Company to redeem Public Shares irrespective of whether such redemption would have exceeded the Redemption Limitation.
At the Extraordinary General Meeting, the Company’s shareholders approved the Founder Conversion Amendment Proposal. The Founder Conversion Amendment Proposal asked shareholders to amend, by way of special resolution, the Company’s Articles, as provided by the third resolution in the form set forth in Annex A to the Proxy Statement (the “Founder Conversion Amendment” and such proposal, the “Founder Conversion Amendment Proposal”) to provide that the Class B Ordinary Shares might be converted either at the time of the consummation of the Company’s initial Business Combination or at any earlier date at the option of the holders of the Class B Ordinary Shares.
At the Extraordinary General Meeting, the Company’s shareholders approved the Adjournment Proposal. The Adjournment Proposal asked shareholders to adjourn, by way of ordinary resolution, the Extraordinary General Meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there were insufficient Class A Ordinary Shares, par value $0.0001 per share and Class B Ordinary Shares, par value $0.0001 per share in the capital of the Company represented (either in person or by proxy) to approve the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, or the Founder Conversion Amendment Proposal, (ii) if the holders of Public Shares (as defined below) had elected to redeem an amount of shares in connection with the Extension Amendment such that the Company would not have adhered to the continued listing requirements of the Nasdaq, or (iii) if the Company had determined before the Extraordinary General Meeting that it would not be necessary or no longer desirable to proceed with the other proposals (the “Adjournment Proposal”), including in the event that the Company has had elected to exercise the Original Extension Right.
On June 12, 2023, a total of 23,779,265 ordinary shares, representing approximately 82.7% of the Company’s issued and outstanding ordinary shares held of record at the close of business on May 26, 2023, the record date for the Extraordinary General Meeting, were present in person (including virtually) or represented by proxy, constituting a quorum. The Company’s shareholders voted on the following proposals (the “Proposals”) at the Extraordinary General Meeting, which are described in greater detail in the Company’s Proxy Statement.
The voting results for the proposals voted on at the Extraordinary General Meeting are set forth below.
1. The Extension Amendment Proposal — To amend, by way of special resolution, the Company’s Articles to extend the Termination Date by which the Company has to consummate a Business Combination from the Original Termination Date to the Articles Extension Date and to allow the Board of the Company, without another shareholder vote, to extend the Termination Date to consummate a Business Combination on a monthly basis for up to for an additional 12 months after the Articles Extension Date, by resolution of the Board, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until June 14, 2024, or a total of twelve months after the Original Termination Date, as provided by the first resolution in the form set forth in Annex A to the Proxy Statement.
For | Against | Abstain | Broker non-vote | |||
22,747,704 | 1,031,561 | 0 | 0 |
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2. The Redemption Limitation Amendment Proposal — To amend, by way of special resolution, the Company’s Articles, as provided by the second resolution in the form set forth in Annex A to the Proxy Statement to eliminate from the Articles the limitation that the Company shall not redeem Public Shares to the extent that such redemption would cause the Company’s net tangible assets to be less than the Redemption Limitation. The Redemption Limitation Amendment would allow the Company to redeem Public Shares irrespective of whether such redemption would exceed the Redemption Limitation.
For | Against | Abstain | Broker non-vote | |||
22,747,704 | 1,031,561 | 0 | 0 |
3. The Founder Conversion Amendment Proposal — To amend, by way of special resolution, the Company’s Articles, as provided by the third resolution in the form set forth in Annex A to this proxy statement to provide that the Class B Ordinary Shares may be converted either at the time of the consummation of the Company’s initial Business Combination or at any earlier date at the option of the holders of the Class B Ordinary Shares.
For | Against | Abstain | Broker non-vote | |||
22,747,704 | 1,031,561 | 0 | 0 |
4. The Adjournment Proposal — As there were sufficient votes to approve the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal, the Adjournment Proposal described in the Proxy Statement was not presented to shareholders.
Under Cayman Islands law, the Articles Amendment took effect upon approval of the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal. Accordingly, the Company now has up to June 14, 2024 to consummate its initial business combination. The foregoing description is qualified in its entirety by reference to the Articles Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.
Item 8.01. Other Events.
In connection with the Extraordinary General Meeting, shareholders holding an aggregate of 6,119,519 of the Company’s Class A ordinary shares exercised their right to redeem their shares. Following such redemptions, 22,630,481 Class A ordinary shares will remain outstanding. Following the withdrawals from the trust account established in connection with the Company’s IPO (the “Trust Account”) in connection with redemptions, it is expected that approximately $179,751,936 will remain in the Trust Account of the approximately $244,915,683 that was in the Trust Account prior to such redemptions.
The Company also deposited into the Trust Account an aggregate of $300,000 in order to effect the extension of the termination date for an additional one-month period, from June 14, 2023 to July 14, 2023. The purpose of the extension is to provide time for the Company to complete a business combination.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description of Exhibits | |
3.1 | Amendment to the Amended and Restated Memorandum and Articles of Association | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 14, 2023 | PATRIA LATIN AMERICAN OPPORTUNITY ACQUISITION CORP. | ||
By: | /s/ José Augusto Gonçalves de Araújo Teixeira | ||
Name: | José Augusto Gonçalves de Araújo Teixeira | ||
Title: | Chief Executive Officer |
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Exhibit 3.1
Registrar of Companies
Government Administration Building
133 Elgin Avenue
George Town
Grand Cayman
Patria Latin American Opportunity Acquisition Corp. (ROC #372080) (the “Company”)
TAKE NOTICE that by minutes of an extraordinary general meeting of the Company dated 12 June 2023, the following special resolutions were passed:
4 | Proposal No. 1 – Extension Amendment Proposal |
4.1 | RESOLVED, as a special resolution: |
a) | Article 49.7 of PLAO’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.7: |
“In the event that the Company does not consummate a Business Combination within 15 months from the consummation of the IPO (or up to 27 months without another shareholder vote if such date is extended by the Company (acting by the Directors) as set forth below), or such later time as the Members may approve in accordance with the Articles, the Company shall: (a) cease all operations except for the purpose of winding up; (b) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by the number of then Public Shares in issue, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any); and (c) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the Directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of Applicable Law.
Notwithstanding the foregoing or any other provisions of the Articles, in the event that the Company has not consummated a Business Combination within 15 months from the closing of the IPO, the Company may, without another shareholder vote, elect to extend the date to consummate the Business Combination on a monthly basis for up to twelve times by an additional one month each time after the fifteenth (15th) month from the closing of the IPO, by resolution of the Directors, if requested by the Sponsor in writing, and upon five days’ advance notice prior to the applicable Termination Date, until 27 months from the closing of the IPO, on such terms as have been notified to the Members prior to the adoption of the Articles.”
b) | Article 49.8 of PLAO’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.8: |
“In the event that any amendment is made to the Articles: (a) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or redeem 100% of the Public Shares if the Company does not consummate a Business Combination within 15 months from the consummation of the IPO (or up to 27 months if such date is extended), or such later time as the Members may approve in accordance with the Articles; or (b) with respect to any other provision relating to Members’ rights or pre-Business Combination activity, each holder of Public Shares who is not the Sponsor, a Founder, Officer or Director shall be provided with the opportunity to redeem their Public Shares upon the approval or effectiveness of any such amendment at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding Public Shares.”
5 | Proposal No. 2 – Redemption Proposal |
5.1 | RESOLVED, as a special resolution: |
a) | Article 49.5 of PLAO’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.5: |
“Any Member holding Public Shares who is not the Sponsor, a Founder, Officer or Director may, in connection with any vote on a Business Combination, elect to have their Public Shares redeemed for cash, in accordance with any applicable requirements provided for in the related proxy materials (the “IPO Redemption”), provided that no such Member acting together with any Affiliate of their or any other person with whom they are acting in concert or as a partnership, limited partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing of Shares may exercise this redemption right with respect to more than 15% of the Public Shares in the aggregate without the prior consent of the Company and provided further that any beneficial holder of Public Shares on whose behalf a redemption right is being exercised must identify itself to the Company in connection with any redemption election in order to validly redeem such Public Shares. If so demanded, the Company shall pay any such redeeming Member, regardless of whether they are voting for or against such proposed Business Combination, a per-Share redemption price payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Account (such interest shall be net of taxes payable) and not previously released to the Company to pay its taxes, divided by the number of then issued Public Shares (such redemption price being referred to herein as the “Redemption Price”), but only in the event that the applicable proposed Business Combination is approved and in connection with its consummation.”
b) | Article 49.2 of PLAO’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.2: |
“Prior to the consummation of a Business Combination, the Company shall either:
(a) | submit such Business Combination to its Members for approval; or |
(b) | provide Members with the opportunity to have their Shares repurchased by means of a tender offer for a per-Share repurchase price payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of such Business Combination, including interest earned on the Trust Account (net of taxes paid or payable, if any), divided by the number of then issued Public Shares. Such obligation to repurchase Shares is subject to the completion of the proposed Business Combination to which it relates.” |
c) | Article 49.4 of PLAO’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.4: |
“At a general meeting called for the purposes of approving a Business Combination pursuant to this Article, in the event that such Business Combination is approved by Ordinary Resolution, the Company shall be authorised to consummate such Business Combination.”
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6 | Proposal No. 3 – Founder Conversion Amendment Proposal |
6.1 | RESOLVED, as a special resolution: |
(a) | Article 17.2 of PLAO’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 17.2: |
“Class B Shares may be converted into Class A Shares on a one-for-one basis (the “Initial Conversion Ratio”) concurrently with or immediately following the consummation of a Business Combination at the option of the holders thereof or at any earlier date at the option of the holders of the Class B Shares (where the holders of such Shares have waived any right to receive funds from the Trust Fund).”
(b) | The following Article 29.5 be added to the Amended and Restated Memorandum and Articles of Association: |
“Prior to the date on which all Class B Shares have been converted into Class A Shares, the Company may by Ordinary Resolution of the holders of the Class B Shares appoint any person to be a Director or may by Ordinary Resolution of the holders of the Class B Shares remove any Director. For the avoidance of doubt, prior to the date on which all Class B Shares have been converted into Class A Shares, holders of Class A Shares shall have no right to vote on the appointment or removal of any Director.”
(c) | Article 49.10 of PLAO’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.10: |
“Except in connection with the conversion of Class B Shares into Class A Shares pursuant to Article 17 where the holders of such Shares have waived any right to receive funds from the Trust Fund, after the issue of Public Shares, and prior to the consummation of a Business Combination, the Company shall not issue additional Shares or any other securities that would entitle the holders thereof to: (a) receive funds from the Trust Account; or (b) vote as a class with Public Shares: (i) on any Business Combination; and (ii) to approve an amendment to the Articles to (x) extend the time to consummate a Business Combination beyond 27 months from the consummation of the IPO, or (y) amend this Article 49.10(b)(ii).”
/s/ Alec Pultr | |
Alec Pultr | |
Corporate Administrator | |
for and on behalf of | |
Maples Corporate Services Limited | |
Dated this 14th day of June 2023. |
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