As filed with the Securities and Exchange Commission
on November 29, 2023
No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Patria Investments Limited
(Exact name of Registrant as specified in its charter)
| The Cayman Islands |
|
Not applicable |
(State or Other Jurisdiction of
Incorporation or Organization) |
|
(I.R.S. Employer Identification No.) |
|
18 Forum Lane, 3rd floor,
Camana Bay, PO Box 757, KY1-9006
Grand Cayman, Cayman Island
+1 345 640 4900
|
| (Address and telephone number of Registrant’s principal executive offices) |
|
Patria Investments US LLC
601 Lexington Avenue, 55th floor
New York, NY 10022
+1 (646) 313 6271
|
| (Name, address, and telephone number, including area code, of agent for service) |
| |
With copies to: |
|
| |
Manuel Garciadiaz, Esq.
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
+1 (212) 450-4000
|
|
Approximate date of commencement of proposed sale
to the public: From time to time after the effective date of this registration statement.
If only securities being registered on this Form
are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this
Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.
☒
If this Form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed
pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant
to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act, check the following box. ☒
If this Form is a post-effective amendment to
a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☐
If an emerging growth company that prepares
its financial statements in accordance with U.S. GAAP, 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
7(a)(2)(B) of the Securities Act. ☐
† The term “new or revised financial
accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification
after April 5, 2012.
PROSPECTUS
Patria Investments Limited
(Incorporated
in the Cayman Islands)
Class A Common Shares
We may from time to time
in one or more offerings offer and sell our Class A common shares. In addition, from time to time, the selling shareholders to be named
in an applicable prospectus supplement, or the selling shareholders, may offer and sell the equity securities held by them. The selling
shareholders may sell the equity securities through public or private transactions at prevailing market prices or at privately negotiated
prices. We will not receive any proceeds from the sale of the equity securities by the selling shareholders.
The securities may be offered
and sold in the same offering or in separate offerings; to or through underwriters, dealers, and agents; or directly to purchasers. The
names of any underwriters, dealers, or agents involved in the sale of the securities, their compensation and any options to purchase additional
securities granted to them will be described in the applicable prospectus supplement. For a more complete description of the plan of distribution
of the securities, see the section entitled “Plan of Distribution” beginning on page 24 of this prospectus.
This prospectus describes
some of the general terms that may apply to the securities. We and the selling shareholders, as applicable, will provide specific terms
of any offering in a supplement to this prospectus. Any prospectus supplement may also add, update, or change information contained in
this prospectus. To the extent the applicable prospectus supplement is inconsistent, information in this prospectus is superseded by the
information in the applicable prospectus supplement. You should carefully read this prospectus and the applicable prospectus supplement
as well as the documents incorporated or deemed to be incorporated by reference in this prospectus before you purchase any of the securities.
Our Class A common shares
are currently listed on the Nasdaq Global Select Market, or Nasdaq, under the symbol “PAX”.
Investments in the
securities involve risks. See “Risk Factors” on page 6 of this prospectus. You should carefully consider the risks and
uncertainties discussed under the heading “Risk Factors” included in the applicable prospectus supplement or under
similar headings in other documents which are incorporated by reference in this prospectus and the applicable prospectus supplement
before you invest in our securities.
Neither the Securities
and Exchange Commission, or the SEC, nor any state securities commission has approved or disapproved these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is November 29,
2023.
TABLE OF CONTENTS
You should rely only on
the information contained or incorporated by reference in this prospectus and in any accompanying prospectus supplement. No one has been
authorized to provide you with different information.
The securities are not
being offered in any jurisdiction where the offer or sale is not permitted.
You should not assume
that the information contained in or incorporated by reference in this prospectus or any prospectus supplement is accurate as of any date
other than the date on the front cover of the applicable document.
Unless otherwise indicated
or the context otherwise requires, all references in this prospectus or any prospectus supplement to “Patria” or the “Company,”
“we,” “our,” “ours,” “us” or similar terms refer to Patria Investments Limited, together
with its consolidated subsidiaries.
The term “Brazil”
refers to the Federative Republic of Brazil and the phrase “Brazilian government” refers to the federal government of Brazil.
“Central Bank” refers to Banco Central do Brasil. References in the prospectus to “real,” “reais”
or “R$” refer to the Brazilian real, the official currency of Brazil and references to “U.S. dollar,” “U.S.
dollars” or “US$” refer to U.S. dollars, the official currency of the United States.
About This Prospectus
This prospectus is part of
an automatic shelf registration statement that we filed with the SEC, as a “well-known seasoned issuer” as defined in Rule
405 under the Securities Act of 1933, as amended, or the Securities Act. By using an automatic shelf registration statement, we may, at
any time and from time to time, offer and sell the securities described in this prospectus in one or more offerings. We may also add,
update or change information contained in this prospectus by means of a prospectus supplement or by incorporating by reference information
that we file or furnish to the SEC. As allowed by the SEC rules, this prospectus and any accompanying prospectus supplement do not contain
all of the information included in the registration statement. For further information, we refer you to the registration statement, including
its exhibits and the documents incorporated by reference in the registration statement. Statements contained in this prospectus or an
applicable prospectus supplement about the provisions or contents of any agreement or other document are not necessarily complete. If
the SEC’s rules and regulations require that an agreement or document be filed as an exhibit to the registration statement, please
see that agreement or document for a complete description of these matters.
You should carefully read
this document and the applicable prospectus supplement. You should also read the documents we have referred you to under “Where
You Can Find More Information” below for information on the Company, the risks we face and our financial statements. The registration
statement and exhibits can be read at the SEC’s website or at the SEC as described under “Where You Can Find More Information.”
We have not authorized any
other person to provide you with different information. If anyone provides you with different or inconsistent information, you should
not rely on it. We are not making an offer to sell the securities in any jurisdiction where the offer or sale is not permitted. You should
assume that the information appearing in this prospectus, in the applicable prospectus supplement, or any documents incorporated by reference
is accurate only as of the date on the front cover of the applicable document. Our business, financial condition, results of operations
and prospects may have changed since then.
Where You Can Find
More Information
Patria has filed with the
SEC a registration statement (including amendments and exhibits to the registration statement) on Form F-3 under the Securities Act. This
prospectus, which is part of the registration statement, does not contain all of the information set forth in the registration statement
and the exhibits and schedules to the registration statement. For further information, we refer you to the registration statement and
the exhibits and schedules filed as part of the registration statement. If a document has been filed as an exhibit to the registration
statement, we refer you to the copy of the document that has been filed. Each statement in this prospectus relating to a document filed
as an exhibit is qualified in all respects by the filed exhibit. Each statement regarding a contract, agreement or other document is qualified
in its entirety by reference to the actual document.
We are subject to the informational
requirements of the Exchange Act that are applicable to foreign private issuers. Accordingly, we are required to file reports and other
information with the SEC, including annual reports on Form 20-F and reports on Form 6-K. You may inspect and copy the reports and other
information to be filed with the SEC at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington D.C. 20549.
In addition, the SEC maintains an Internet website at http://www.sec.gov, from which you can electronically
access the registration statement and its materials. The information contained on, or accessible through, such website is not incorporated
by reference into this prospectus and should not be considered a part of this prospectus or any prospectus supplement.
As a foreign private issuer,
we are exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements and
our executive officers, directors and principal shareholders are exempt from reporting and short swing profit recovery provisions contained
in Section 16 of the Exchange Act. In addition we are not required under the Exchange Act to file periodic reports and financial statements
with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.
You may request a copy of
our SEC filings, at no cost, by contacting us at our principal executive office is located at 18 Forum Lane, 3rd floor, Camana Bay, PO
Box 757, KY1-9006 Grand Cayman, Cayman Islands. Our investor relations office can be reached at patriashareholderrelations@patria.com.
Incorporation of
Documents by Reference
The SEC allows us to “incorporate
by reference” the information we file with it into this prospectus. This means that we can disclose important information to you
by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be a part
of this prospectus, except for any information superseded by information that is included directly in this document or incorporated by
reference subsequent to the date of this document. You should read the information incorporated by reference because it is an important
part of this prospectus.
We incorporate by reference
into this prospectus our annual report on Form 20-F for the fiscal year ended December 31, 2022, filed with the SEC on April 28, 2023,
and any amendments thereto, if any (the “2022 Form 20-F”).
In addition, we incorporate
by reference into this prospectus the following current reports on Form 6-K:
| 1. | our current report on Form 6-K furnished to the SEC on November 27, 2023, containing our unaudited
condensed consolidated financial information for the nine and three-month periods ended September 30, 2023 and 2022 and the notes
thereto (the “2Q2023 Form 6-K”); and |
| 2. | our current report on Form 6-K furnished to the SEC on November 7, 2023, relating to our earnings results
press release and presentation for the nine and three-month periods ended September 30, 2023 and 2022. |
All subsequent reports that
we file on Form 20-F under the Exchange Act after the date of this prospectus and prior to the termination of the offering of the Class
A common shares offered by this prospectus shall also be deemed to be incorporated by reference into this prospectus and to be a part
hereof from the date of filing such documents. We may also incorporate by reference any Form 6-K that we submit to the SEC after the date
of this prospectus and prior to the termination of this offering by identifying in such Form 6-K that it is being incorporated by reference
into this prospectus. Unless expressly incorporated by reference, nothing in this prospectus shall be deemed to incorporate by reference
information furnished to, but not filed with, the SEC.
Any statement contained in
any document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus to the extent
that a statement contained in this prospectus or any prospectus supplement modifies or supersedes such statement. Any statement so modified
or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
All of the documents that
are incorporated by reference are available at the website maintained by the SEC at http://www.sec.gov.
The information contained on, or accessible through, such website is not incorporated by reference into this prospectus and should not
be considered a part of this prospectus or any prospectus supplement. In addition, we will provide at no cost to each person, including
any beneficial owner, to whom this prospectus has been delivered, upon the written or oral request of any such person to us, a copy of
any or all of the documents referred to above that have been or may be incorporated into this prospectus by reference, including exhibits
to such documents. Requests for such copies should be directed to: Patria Investments Limited, 18 Forum Lane, 3rd floor, Camana Bay, PO
Box 757, KY1-9006 Grand Cayman, Cayman Islands, email: patriashareholderrelations@patria.com.
Forward-Looking
Statements
This prospectus, the registration
statement of which it forms a part, each prospectus supplement and the documents incorporated by reference into these documents contain
estimates and forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, from
time to time we or our representatives have made or may make forward-looking statements orally or in writing. Furthermore, such forward-looking
statements may be included in various filings that we make with the SEC or press releases or oral statements made by or with the approval
of one of our authorized executive officers. These forward-looking statements are subject to certain known and unknown risks and uncertainties,
as well as assumptions that could cause actual results to differ materially from those reflected in these forward-looking statements.
These estimates and forward-looking
statements are based mainly on our current expectations and estimates of future events and trends that affect or may affect our business,
financial condition, results of operations, cash flow, liquidity, prospects and the trading price of our Class A common shares. Although
we believe that these estimates and forward-looking statements are based upon reasonable assumptions, they are subject to many significant
risks, uncertainties and assumptions and are made in light of information currently available to us.
These statements appear throughout
this prospectus and include statements regarding our intent, belief or current expectations in connection with:
| · | general economic, financial, political, demographic and business conditions in Latin America, as well
as any other macroeconomic factors in the countries we may serve in the future and their impact on our business; |
|
· | general economic, financial, political, demographic and business conditions in Europe, specially during
the conflict between Russia and Ukraine, and elsewhere where military action occurs, which may result in, among other things, global security
issues that may adversely affect international business and economic conditions, and economic sanctions which may impact the global economy; |
| · | fluctuations in exchange rates, interest and inflation in Latin America and any other countries we may
serve in the future; |
|
· | our ability to find suitable assets for investment; |
| · | our ability to manage operations at our current size or manage growth effectively; |
|
· | our ability to successfully expand in Latin America and other new markets; |
| · | the fact that we will rely on our operating subsidiaries to provide us with distributions to fund our
operating activities, which could be limited by law, regulation or otherwise; |
|
· | our ability to arrange financing and maintain sufficient levels of cash flow to implement our expansion
plan; |
| · | our ability to adapt to technological changes in the financial services sector; |
|
· | the availability of qualified personnel and the ability to retain such personnel; |
| · | our capitalization and our funds’ and portfolio companies’ level of indebtedness; |
|
· | the interests of our controlling shareholders; |
| · | changes in the laws and regulations applicable to the private investment market in Brazil, Chile and in
the other countries we operate; |
|
· | risk associated with our international operations; |
| · | our ability to compete and conduct our business in the future; |
|
· | changes in our businesses; |
| · | government interventions, resulting in changes in the economy, taxes, rates or regulatory environment; |
|
· | our ability to effectively market and maintain a positive brand image; |
| · | the availability and effective operation of management information systems and other technology; |
|
· | our ability to comply with applicable cybersecurity, privacy and data protection laws and regulations; |
| · | changes in client demands and preferences and technological advances, and our ability to innovate to respond
to such changes; |
|
· | our ability to attract and maintain the services of our senior management and key employees; |
| · | changes in labor, distribution and other operating costs; |
|
· | our compliance with, and changes to, government laws, regulations and tax matters that currently apply
to us; |
| · | other factors that may affect our financial condition, liquidity and results of operations; and |
|
· | other risk factors discussed under “Risk Factors” included in documents we file from time
to time with the SEC that are incorporated by reference herein, including in our most recent annual report on Form 20-F, which is incorporated
by reference herein. |
The words “believe,”
“understand,” “may,” “will,” “aim,” “estimate,” “continue,” “anticipate,”
“seek,” “intend,” “expect,” “should,” “could,” “forecast” and
similar words are intended to identify forward-looking statements. You should not place undue reliance on such statements, which speak
only as of the date they were made. Neither we nor any selling shareholders undertake any obligation to update publicly or to revise any
forward-looking statements after we distribute this prospectus because of new information, future events or other factors. Our independent
public auditors have neither examined nor compiled the forward-looking statements and, accordingly, do not provide any assurance with
respect to such statements. In light of the risks and uncertainties described above, the future events and circumstances discussed in
this prospectus might not occur and are not guarantees of future performance. Because of these uncertainties, you should not make any
investment decision based upon these estimates and forward-looking statements. You are advised to consult any additional disclosures we
have made or will make in our reports to the SEC on Forms 20-F and on Forms 6-K that are designated as being incorporated by reference
into this prospectus. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are
expressly qualified in their entirety by the cautionary statements contained in this prospectus.
Risk Factors
Any investment in the Class
A common shares involves a high degree of risk. Before purchasing any securities, you should carefully consider and evaluate all of the
information included and incorporated by reference in this prospectus or any applicable prospectus supplement, including the risk factors
incorporated by reference from our most recent annual report on Form 20-F, as updated by other reports and documents we file with the
SEC after the date of this prospectus that are incorporated by reference herein or in the applicable prospectus supplement. See “Incorporation
of Documents by Reference” and “Where You Can Find More Information.” Additional risk factors that you should carefully
consider may be included in a prospectus supplement or other offering materials relating to an offering of our Class A common shares.
We encourage you to read
these risk factors in their entirety. In addition to these risks, other risks and uncertainties not presently known to us or that we currently
deem immaterial may also adversely affect our business operations and financial condition. Such risks could cause actual results to differ
materially from anticipated results. This could cause the trading price of the securities to decline, perhaps significantly, and investors
may lose part or all of their investment. You should not purchase the securities described in this prospectus unless you understand and
know you can bear all of the investment risks involved.
In general, investing in
the securities of issuers with operations in emerging market countries such as Brazil, Chile and other Latin American countries involves
risks that are different from the risks associated with investing in the securities of U.S. companies and companies located in other countries
with more developed capital markets.
Patria Investments
Limited
We are a leading global alternative
investment firm focused on Latin America, with combined assets under management, or “AUM,” of US$27.2 billion and US$23.8
billion as of December 31, 2022 and 2021, respectively. With offices in ten cities across four continents, we serve over 500 limited partners,
or “LPs.” Our current product offering encompasses six product lines – private equity, infrastructure, credit, public
equities, real estate, and advisory and distribution. As of December 31, 2022 and 2021, we had 80 and 60 active funds, respectively.
We seek to provide global
and Latin American investors with attractive investment products that allow for portfolio diversification and consistent returns, aiming
to be their partner of choice when investing in alternatives in Latin America. We have two flagship strategies: (1) private equity, launched
in 1994 (US$10.9 billion and US$9.0 billion in AUM as of December 31, 2022 and 2021, respectively, and currently in the market for its
seventh vintage fund); and (2) infrastructure, launched in 2006 (US$5.8 and US$5.1 billion in AUM as of December 31, 2022 and 2021, respectively,
and currently in the market for its fifth vintage fund). These flagship strategies utilize drawdown fund structures, which we define as
illiquid, closed-end funds in which upfront capital commitments are allocated to investments, and funded through capital calls from limited
partners over the contractual life of the fund, which typically ranges from 10 to 14 years. Over multiple fund vintages, these strategies
have generated solid returns allowing their sustained growth. The consolidated equal-weighted net internal rate of return, or “IRR,”
in U.S. dollars for all our flagship private equity and infrastructure products since inception was 28.6% and 28.7% as of December 31,
2022 and 2021, respectively (30.1% and 30.5% in Brazilian reais, respectively). We have overseen the deployment of more than US$25 billion
through capital raised by our drawdown products, capital raised in IPOs and follow-ons, debt raised by underlying companies and capital
expenditures sourced from operational cash flow of underlying companies, with more than 100 investments and over 290 underlying acquisitions
as of December 31, 2022.
Our credit and public equities
strategies gained traction with our combination with Moneda Asset Management concluded in December 2021. As of December 31, 2022 and 2021,
the total AUM for our credit platform was US$4.7 billion and US$5.0 billion, respectively. As of the same dates, the total AUM for our
public equities products was US$2.1 billion and US$2.2 billion, respectively.
In addition to these products,
we believe we have a compelling opportunity to develop our additional two asset classes. Our real estate strategy is currently focused
on real estate investment trusts, or “REITs,” to leverage on the ongoing financial deepening in Latin America, which we believe
gained momentum with the agreement to acquire VBI Real Estate See “—Agreement to Acquire VBI Real Estate to Anchor Brazil
Real Estate Platform.” Our advisory and distribution platform, launched as a result of our combination with Moneda, had an aggregate
AUM of US$2.3 billion and US$2.2 billion as of December 31, 2022 and 2021, respectively. We expect it to play an important role on our
aspiration of becoming the conduit of capital for alternative investments coming both to and from Latin America.
Our successful track record
derived from our strategy and our strong capabilities has attracted a committed and diversified base of investors, with over 500 Limited
Partners, or “LPs,” across four continents, including some of the world’s largest and most important sovereign wealth
funds, public and private pension funds, insurance companies, funds of funds, financial institutions, endowments, foundations, and family
offices. We believe our historical returns in U.S. dollars are particularly notable in view of the levels of currency volatility and our
historically limited use of leverage, which, we also believe, made us better investors focused on value creation, strategy execution and
operational excellence, with more limited reliance upon financial engineering.
Consistent with our entrepreneurial
culture and our aim to provide attractive investment opportunities to our growing and progressively more sophisticated client base, we
have applied our core competencies to develop other products around our strategy. From our initial flagship private equity funds, we developed
other investment options, such as our infrastructure funds, co-investments funds (focused on successful companies from our flagship funds)
and Constructivist Equity Funds (applying our private equity approach to listed companies). Our IPO allows us to go further and expand
our product offerings inorganically – exemplified by our sizable credit, public equities and advisory and distribution platforms
originated or expanded by our combination with Moneda Asset Management, the launch of our growth equity strategy with the agreement to
partner up with Kamaroopin, the growth of our Real Estate platform with the agreement to acquire VBI, and the expansion into Venture Capital
by acquiring Igah Ventures.
As of December 31, 2022,
we had 385 professionals, of which 90 were partners and directors, 27 of these working together for more than 19 years, operating in ten
offices around the globe, including investment offices in, Montevideo (Uruguay), São Paulo (Brazil), Bogotá (Colombia),
and Santiago (Chile), as well as client-coverage offices in New York (United States), Sausalito
(United States), London (United Kingdom), Dubai (UAE), and Hong Kong (China) to cover our LP base, in addition to our corporate business
and management office in George Town (Cayman Islands).
Patria was incorporated in
Bermuda on July 6, 2007 as a limited liability exempted company and changed the jurisdiction of its incorporation to the Cayman Islands
on October 12, 2020, registering by way of continuation as a Cayman Islands exempted company with limited liability duly registered
with the Cayman Islands Registrar of Companies. Our principal executive office is located at 18 Forum Lane, 3rd floor, Camana Bay, PO
Box 757, KY1-9006 Grand Cayman, Cayman Islands. Our investor relations office can be reached at patriashareholderrelations@patria.com
and our website address is www.patria.com. The information contained on, or accessible through,
such website is not incorporated by reference into this prospectus and should not be considered a part of this prospectus or any prospectus
supplement.
Use of Proceeds
We intend to use the proceeds
from the sale of the Class A common shares offered by us as set forth in the applicable prospectus supplement.
In the case of a secondary
offering of Class A common shares, we will not receive any of the proceeds of the sale by any selling shareholders of the Class A common
shares covered by this prospectus.
Description of
Share Capital
General
Patria was incorporated in
Bermuda on July 6, 2007 as a limited liability exempted company and changed the jurisdiction of its incorporation to the Cayman Islands
on October 12, 2020, registering by way of continuation as a Cayman Islands exempted company with limited liability duly registered
with the Cayman Islands Registrar of Companies. Our corporate purposes are unrestricted and we have the authority to carry out any object
not prohibited by any law as provided by Section 7(4) of the Companies Act.
Our affairs are governed
principally by: (1) our Memorandum and Articles of Association; (2) the Companies Act; and (3) the common law of the Cayman
Islands. As provided in our Articles of Association, subject to Cayman Islands law, we have full capacity to carry on or undertake any
business or activity, do any act or enter into any transaction, and, for such purposes, full rights, powers and privileges. Our registered
office is at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.
The following discussion summarizes the material terms of the Class
A common shares of Patria which may be offered by this prospectus. This discussion does not purport to be complete and is qualified in
its entirety by reference to theMemorandum and Articles of Association included as Exhibit 3.1 to the Amendment No. 2 to our registration
statement on Form F-1 (File noNo. 333-251823), filed with the SEC on January 14, 2021.
Our shareholders adopted
the Memorandum and Articles of Association included as Exhibit 3.1 to the Amendment No. 2 to our registration statement on Form F-1 (File
No. 333-251823), filed with the SEC on January 14, 2021.
Our Memorandum and Articles
of Association authorize the issuance of up to US$100,000, consisting of 1,000,000,000 shares of par value US$0.0001. Of those authorized
shares, (1) 500,000,000 are designated as Class A common shares, (2) 250,000,000 are designated as Class B common shares, and (3)
250,000,000 are as yet undesignated and may be issued as common shares or shares with preferred rights. As of the date hereof, 54,247,500
Class A common shares and 92,945,430 Class B common shares of our authorized share capital were issued, fully paid and outstanding.
Our Class A common shares are listed on the Nasdaq
under the symbol “PAX.”
Initial settlement of our
Class A common shares took place on the closing date of our initial public offering through The Depository Trust Company, or “DTC,”
in accordance with its customary settlement procedures for equity securities. Each person owning Class A common shares held through
DTC must rely on the procedures thereof and on institutions that have accounts therewith to exercise any rights of a holder of the Class A
common shares. Persons wishing to obtain certificates for their Class A common shares must make arrangements with DTC.
The following is a summary
of the material provisions of our authorized share capital and our Articles of Association.
The Memorandum and Articles
of Association authorize two classes of common shares: Class A common shares, which are entitled to one vote per share, and Class B
common shares, which are entitled to 10 votes per share and to maintain a proportional ownership interest in the event that additional
Class A common shares are issued. Any holder of Class B common shares may convert his or her shares at any time into Class A
common shares on a share-for-share basis. The rights of the two classes of common shares are otherwise identical, except as described
below. The implementation of this dual class structure was required by Patria Holdings, one of our existing shareholders, as a condition
of undertaking an initial public offering of our common shares. See “—Anti-Takeover Provisions in Our Articles of Association—Two
Classes of Common Shares.”
At the date hereof, Patria’s
total authorized share capital was US$100,000, divided into 1,000,000,000 shares par value US$0.0001 each, of which:
| • | 500,000,000 shares are designated as Class A common shares; and |
| • | 250,000,000 shares are designated as Class B common shares. |
The remaining 250,000,000
authorized but unissued shares are presently undesignated and may be issued by our board of directors as common shares of any class or
as shares with preferred, deferred or other special rights or restrictions in accordance with the Memorandum and Articles of Association.
We currently have a total
issued share capital of US$14,720, divided into 147,192,930 common shares. Those common shares are divided into 54,247,500 Class A
common shares and 92,945,430 Class B common shares.
Treasury Stock
As of the date hereof, Patria
has no shares in treasury.
Issuance of Shares
Except as expressly provided
in Patria’s Articles of Association, the board of directors has general and unconditional authority to allot, grant options over,
offer or otherwise deal with or dispose of any unissued shares in the Company’s capital without the approval of our shareholders
(whether forming part of the original or any increase in issued share capital), either at a premium or at par, with or without preferred,
deferred or other special rights or restrictions, whether relating to dividend, voting, return of capital or otherwise and to such persons,
on such terms and conditions, and at such times as the directors may decide, but so that no share shall be issued at a discount, except
in
accordance with the provisions
of the Companies Act. In accordance with its Articles of Association, Patria shall not issue bearer shares.
Patria’s Articles of
Association provide that at any time there are Class A common shares in issue, additional Class B common shares may only be
issued pursuant to (1) a share split, subdivision of shares or similar transaction or where a dividend or other distribution is paid
by the issue of shares or rights to acquire shares or following capitalization of profits, (2) a merger, consolidation, or other
business combination involving the issuance of Class B common shares as full or partial consideration, or (3) an issuance of
Class A common shares, whereby holders of the Class B common shares are entitled to purchase a number of Class B common
shares that would allow them to maintain their proportional ownership interests in Patria (following an offer by Patria to each holder
of Class B common shares to issue to such holder, upon the same economic terms and at the same price, such number of Class B
common shares as would ensure such holder may maintain a proportional ownership interest in Patria pursuant to Patria’s Articles
of Association). In light of: (a) the above provisions; (b) the fact that future transfers by holders of Class B common
shares will generally result in those shares converting to Class A common shares, subject to limited exceptions as provided in the
Articles of Association; and (c) the ten-to-one voting ratio between our Class B common shares and Class A common shares
means that holders of our Class B common shares will in many situations continue to maintain control of all matters requiring shareholder
approval. This concentration of ownership and voting power will limit or preclude your ability to influence corporate matters for the
foreseeable future. For more information see “—Preemptive or Similar Rights.”
Patria’s Articles of
Association also provide that the issuance of non-voting common shares requires the affirmative vote of a majority of the then-outstanding
Class A common shares.
Fiscal Year
Patria’s fiscal year
begins on January 1 of each year and ends on December 31 of the same year.
Voting Rights
The holders of the Class A
common shares and Class B common shares have identical rights, except that (1) the holder of Class B common shares is entitled
to 10 votes per share, whereas holders of Class A common shares are entitled to one vote per share, (2) Class B common shares
have certain conversion rights and (3) the holder of Class B common shares is entitled to maintain a proportional ownership interest
in the event that additional Class A common shares are issued. For more information see “—Preemptive or Similar Rights”
and “—Conversion.” The holders of Class A common shares and Class B common shares vote together as a single
class on all matters (including the election of directors) submitted to a vote of shareholders, except as provided below and as otherwise
required by law.
Patria’s Articles of
Association provide as follows regarding the respective rights of holders of Class A common shares and Class B common shares:
| • | class consents from the holders of Class A common shares or Class B common shares, as applicable,
shall be required for any variation to the rights attached to their respective class of shares, however, the directors may treat any two
or more classes of shares as forming one class if they consider that all such classes would be affected in the same way by the proposal; |
| • | the rights conferred on holders of Class A common shares shall not be deemed to be varied by the
creation or issue of further Class B common shares and vice versa; and |
| • | the rights attaching to the Class A common shares and the Class B common shares shall not be
deemed to be varied by the creation or issue of shares with preferred or other rights, including, without limitation, shares with enhanced
or weighted voting rights. |
As set forth in the Articles
of Association, the holders of Class A common shares and Class B common shares, respectively, do not have the right to vote
separately if the number of authorized shares of such class is increased or decreased. Rather, the number of authorized Class A common
shares and Class B common shares may be increased or decreased (but not below the number of shares of such class then outstanding)
by the affirmative vote of the holders of a majority of the voting power of the issued and outstanding Class A common shares and
Class B common shares, voting together in a general meeting.
Preemptive or Similar Rights
The Class A common shares
and Class B common shares are not entitled to preemptive rights upon transfer and are not subject to conversion (except as described
below under “—Conversion”), redemption or sinking fund provisions.
The Class B common shares
are entitled to maintain a proportional ownership interest in the event that additional Class A common shares are issued. As such,
except for certain exceptions, if Patria issues Class A common shares, it must first make an offer to each holder of Class B
common shares to issue to such holder on the same economic terms such number of Class B common shares as would ensure such holder
may maintain a proportional ownership interest in Patria. This right to maintain a proportional ownership interest may be waived by a
majority of the holders of Class B common shares.
Conversion
The outstanding Class B
common shares are convertible at any time as follows: (1) at the option of the holder, a Class B common share may be converted
at any time into one Class A common share or (2) upon the election of the holders of a majority of the then-outstanding Class B
common shares, all outstanding Class B common shares may be converted into a like number of Class A common shares. In addition,
each Class B common share will convert automatically into one Class A common share upon any transfer, whether or not for value,
except for certain transfers described in the Articles of Association, including transfers to affiliates, transfers to and between trusts
solely for the benefit of the shareholder or its affiliates, and partnerships, corporations and other entities exclusively owned by the
shareholder or its affiliates. Furthermore, each Class B common share will convert automatically into one Class A common share
and no Class B common shares will be issued thereafter if, at any time, the total number of the issued and outstanding Class B
common shares is less than 10% of the total number of shares outstanding.
No class of Patria’s
common shares may be subdivided or combined unless the other class of common shares is concurrently subdivided or combined in the same
proportion and in the same manner.
Equal Status
Except as expressly provided
in Patria’s Articles of Association, Class A common shares and Class B common shares have the same rights and privileges
and rank equally, share ratably and are identical in all respects as to all matters. In the event of any merger, consolidation, scheme,
arrangement or other business combination requiring the approval of our shareholders entitled to vote thereon (whether or not Patria is
the surviving entity), the holders of Class A common shares shall have the right to receive, or the right to elect to receive, the
same form of consideration as the holders of Class B common shares, and the holders of Class A common shares shall have the
right to receive, or the right to elect to receive, at least the same amount of consideration on a per share basis as the holders of Class B
common shares. In the event of any (1) tender or exchange offer to acquire any Class A common shares or Class B common
shares by any third party pursuant to an agreement to which Patria is a party, or (2) any tender or exchange offer by Patria to acquire
any Class A common shares or Class B common shares, the holders of Class A common shares shall have the right to receive,
or the right to elect to receive, the same form of consideration as the holders of Class B common shares, and the holders of Class A
common shares shall have the right to receive, or the right to elect to receive, at least the same amount of consideration on a per share
basis as the holders of Class B common shares.
Record Dates
For the purpose of determining
shareholders entitled to notice of, or to vote at, any general meeting of shareholders or any adjournment thereof, or shareholders entitled
to receive dividend or other distribution payments, or in order to make a determination of shareholders for any other purpose, Patria’s
board of directors may set a record date which shall not exceed forty (40) clear days prior to the date where the determination will
be made.
General Meetings of Shareholders
As a condition of admission
to a shareholders’ meeting, a shareholder must be duly registered as a shareholder of Patria at the applicable record date for that
meeting and, in order to vote, all calls or installments then payable by such shareholder to Patria in respect of the shares that such
shareholder holds must have been paid.
Subject to any special rights
or restrictions as to voting then attached to any shares, at any general meeting, every shareholder who is present in person or by proxy
(or, in the case of a shareholder being a corporation, by its duly authorized representative not being himself or herself a shareholder
entitled to vote) shall have one vote per Class A common share and 10 votes per Class B common share.
As a Cayman Islands exempted
company, Patria is not obliged by the Companies Act to call annual general meetings; however, the Articles of Association provide that
in each year the Company will hold an annual general meeting of shareholders, at a time determined by the board of directors. For the
annual general meeting of shareholders the agenda will include, among other things, the presentation of the annual accounts and the report
of the directors. In addition, the agenda for an annual general meeting of shareholders will only include such items as have been included
therein by the board of directors.
Also, Patria may, but is
not required to (unless required by the laws of the Cayman Islands), hold other extraordinary general meetings during the year. General
meetings of shareholders are generally expected to take place in São Paulo, Brazil, but may be held elsewhere if the directors
so decide.
The Companies Act provides
shareholders a limited right to request a general meeting, and does not provide shareholders with any right to put any proposal before
a general meeting in default of a company’s Articles of Association. However, these rights may be provided in a company’s
Articles of Association. Patria’s Articles of Association provide that upon the requisition of one or more shareholders representing
not less than one-third of the voting rights entitled to vote at general meetings, the board will convene an extraordinary general meeting
and put the resolutions so requisitioned to a vote at such meeting. The Articles of Association provide no other right to put any proposals
before annual general meetings or extraordinary general meetings.
Subject to regulatory requirements,
the annual general meeting and any extraordinary general meetings must be called by not less than ten (10) clear days’ notice
prior to the relevant shareholders meeting and convened by a notice discussed below. Alternatively, upon the prior consent of all holders
entitled to receive notice, with regard to the annual general meeting, and the holders of 95% in par value of the shares entitled to attend
and vote at an extraordinary general meeting, that meeting may be convened by a shorter notice and in a manner deemed appropriate by those
holders.
Patria will give notice of
each general meeting of shareholders by publication on its website and in any other manner that it may be required to follow in order
to comply with Cayman Islands law, Nasdaq and SEC requirements. The holders of registered shares may be given notice of a shareholders’
meeting by means of letters sent to the addresses of those shareholders as registered in our shareholders’ register, or, subject
to certain statutory requirements, by electronic means.
Holders whose shares are
registered in the name of DTC or its nominee, which we expect will be the case for all holders of Class A common shares, will not
be shareholders or members of the Company and must rely on the procedures of DTC regarding notice of shareholders’ meetings and
the exercise of rights of a holder of the Class A common shares.
A quorum for a general meeting
consists of any one or more persons holding or representing by proxy not less than one-third of the aggregate voting power of all shares
in issue and entitled to vote upon the business to be transacted.
A resolution put to a vote
at a general meeting shall be decided on a poll. An ordinary resolution to be passed by the shareholders at a general meeting requires
the affirmative vote of a simple majority of the votes cast by, or on behalf of, the shareholders entitled to vote, present in person
or by proxy and voting at the meeting. A special resolution requires the affirmative vote on a poll of no less than two-thirds of the
votes cast by the shareholders entitled to vote who are present in person or by proxy at a general meeting. Both ordinary resolutions
and special resolutions may also be passed by a unanimous written resolution signed by all the shareholders of our company, as permitted
by the Companies Act and our Articles of Association.
Pursuant to Patria’s
Articles of Association, general meetings of shareholders are to be chaired by the chairman of our board of directors or in his absence
the vice-chairman of the board of directors. If the chairman or vice-chairman of our board of directors is absent, the directors present
at the meeting shall appoint one of them to be chairman of the general meeting. If neither the chairman nor another director is present
at the general meeting within 15 minutes after
the time appointed for holding
the meeting, the shareholders present in person or by proxy and entitled to vote may elect any one of the shareholders to be chairman.
The order of business at each meeting shall be determined by the chairman of the meeting, and he or she shall have the right and authority
to prescribe such rules, regulations and procedures and to do all such acts and things as are necessary or desirable for the proper conduct
of the meeting, including, without limitation, the establishment of procedures for the maintenance of order and safety, limitations on
the time allotted to questions or comments on the affairs of the Company, restrictions on entry to such meeting after the time prescribed
for the commencement thereof, and the opening and closing of the polls.
Liquidation Rights
If Patria is voluntarily
wound up, the liquidator, after taking into account and giving effect to the rights of preferred and secured creditors and to any agreement
between Patria and any creditors that the claims of such creditors shall be subordinated or otherwise deferred to the claims of any other
creditors and to any contractual rights of set-off or netting of claims between Patria and any person or persons (including without limitation
any bilateral or any multilateral set-off or netting arrangements between the Company and any person or persons), and subject to any agreement
between Patria and any person or persons to waive or limit the same, shall apply Patria’s property in satisfaction of its liabilities
pari passu and subject thereto shall distribute the property amongst the shareholders according to their rights and interests in
Patria.
Changes to Capital
Pursuant to the Articles
of Association, Patria may from time to time by ordinary resolution:
| • | increase its share capital by such sum, to be divided into shares of such amount, as the resolution shall
prescribe; |
| • | consolidate and divide all or any of its share capital into shares of a larger amount than its existing
shares; |
| • | convert all or any of its paid-up shares into stock and reconvert that stock into paid-up shares of any
denomination; |
| • | subdivide its existing shares or any of them into shares of a smaller amount, provided that in the subdivision
the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in the case of
the share from which the reduced share is derived; or |
| • | cancel any shares which, at the date of the passing of the resolution, have not been issued or agreed
to be issued to any person and diminish the amount of its share capital by the amount of the shares so canceled. |
Patria’s shareholders
may by special resolution, subject to confirmation by the Grand Court of the Cayman Islands on an application by the Company for an order
confirming such reduction, reduce its share capital or any capital redemption reserve in any manner permitted by law.
In addition, subject to the
provisions of the Companies Act and our Articles of Association, Patria may:
| • | issue shares on terms that they are to be redeemed or are liable to be redeemed; |
| • | purchase its own shares (including any redeemable shares); and |
| • | make a payment in respect of the redemption or purchase of its own shares in any manner authorized by
the Companies Act, including out of its own capital. |
Transfer of Shares
Subject to any applicable
restrictions set forth in the Articles of Association, any shareholder of Patria may transfer all or any of his or her common shares by
an instrument of transfer in the usual or common form or in the form prescribed by the Nasdaq or any other form approved by Patria’s
board of directors.
The Class A common shares
sold in our initial public offering are traded on the Nasdaq in book-entry form and may be transferred in accordance with Patria’s
Articles of Association and Nasdaq’s rules and regulations.
However, Patria’s board
of directors may, in its absolute discretion, decline to register any transfer of any common share which is either not fully paid up to
a person of whom it does not approve or is issued under any share incentive scheme for employees which contains a transfer restriction
that is still applicable to such common share. The board of directors may also decline to register any transfer of any common share unless:
| • | a fee of such maximum sum as the Nasdaq may determine to be payable or such lesser sum as the board of
directors may from time to time require is paid to Patria in respect thereof; |
| • | the instrument of transfer is lodged with Patria, accompanied by the certificate (if any) for the common
shares to which it relates and such other evidence as our board of directors may reasonably require to show the right of the transferor
to make the transfer; |
| • | the instrument of transfer is in respect of only one class of shares; |
| • | the instrument of transfer is properly stamped, if required; |
| • | the common shares transferred are free of any lien in favor of Patria; and |
| • | in the case of a transfer to joint holders, the transfer is not to more than four joint holders. |
If the directors refuse to
register a transfer, they are required, within two months after the date on which the instrument of transfer was lodged, to send to the
transferee notice of such refusal.
Share Repurchase
The Companies Act and the
Articles of Association permit Patria to purchase its own shares, subject to certain restrictions. The board of directors may only exercise
this power on behalf of Patria, subject to the Companies Act, the Articles of Association and to any applicable requirements imposed from
time to time by the SEC, Nasdaq, or by any recognized stock exchange on which our securities are listed.
Dividends and Capitalization of Profits
Our intention is to pay to
holders of Class A common shares dividends representing approximately 85% of our Distributable Earnings, subject to adjustment by
amounts determined by our board of directors to be necessary or appropriate. The dividend amount could also be adjusted upwards or downwards.
For more information on Distributable Earnings, see “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Non-GAAP
Financial Measures and Reconciliations—Distributable Earnings (DE)” in our 2022 Form 20-F. For more information on our dividend
policy, see “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information” in our 2022 Form
20-F.
Subject to the Companies
Act, Patria’s shareholders may, by resolution passed by a simple majority of the voting rights entitled to vote at a general meeting,
declare dividends (including interim dividends) to be paid to shareholders, but no dividend shall be declared in excess of the amount
recommended by the board of directors. The board of directors may also declare dividends. Dividends may be declared and paid out of funds
lawfully available to Patria. Except as otherwise provided by the rights attached to shares and the Articles of Association of Patria,
all dividends shall be paid in proportion to the number of Class A common shares or Class B common shares a shareholder holds
at the date the dividend is declared (or such other date as may be set as a record date); but, (1) if any share is issued on terms
providing that it shall rank for dividend as from a particular date, that share shall rank for dividend accordingly, and (2) where
we have shares in issue which are not fully paid up (as to par value), we may pay dividends in proportion to the amounts paid up on each
share.
The holders of Class A
common shares and Class B common shares shall be entitled to share equally in any dividends that may be declared in respect of Patria’s
common shares from time to time. In the event that a dividend is paid in the form of Class A common shares or Class B common
shares, or rights to acquire Class A common shares or Class B common shares, (1) the holders of Class A common shares
shall receive Class A common shares, or rights to acquire Class A common shares, as the case may be; and (2) the holder
of Class B common shares shall receive Class B common shares, or rights to acquire Class B common shares, as the case may
be.
Appointment, Disqualification and Removal of
Directors
Patria is managed by its
board of directors. The Articles of Association provide that, unless otherwise determined by a special resolution of shareholders, the
board of directors will be composed of four to 11 directors, with the number being determined by a majority of the directors then in office.
There are no provisions relating to retirement of directors upon reaching any age limit. The Articles of Association also provide that,
while Patria’s shares are admitted to trading on Nasdaq, the board of directors must always comply with the residency and citizenship
requirements of the U.S. securities laws applicable to foreign private issuers.
The Articles of Association
provide that directors shall be elected by an ordinary resolution of our shareholders, which requires the affirmative vote of a simple
majority of the votes cast on the resolution by the shareholders entitled to vote who are present, in person or by proxy, at the meeting.
Each director shall be appointed and elected for such term as the resolution appointing him or her may determine or until his or her death,
resignation or removal.
On October 1, 2010,
we entered into a shareholders’ agreement, or the “Shareholders’ Agreement,” with Patria Holdings Limited and
Blackstone PAT Holdings IV, L.L.C. The Shareholders’ Agreement contains certain customary provisions, including the rights of Patria
Holdings Limited and Blackstone PAT Holdings IV, L.L.C. to designate a certain number of the members of our board of directors. The Shareholders’
Agreement (including the board designation rights and Patria’s rights with respect to use of the Blackstone name) was terminated
in connection with the completion of our initial public offering, except for certain provisions that survive in accordance with the terms
of the Shareholders’ Agreement, including drag-along and tag-along rights.
Our directors are Olimpio
Matarazzo Neto, Otavio Lopes Castello Branco Neto, Alexandre Teixeira de Assumpção Saigh, Pablo Echeverría Benítez,
Sabrina Bridgett Foster, Jennifer Anne Collins and Glen George Wigney. Sabrina Bridgett Foster, Jennifer Anne Collins and Glen George
Wigney are “independent” as that term is defined under the applicable rules and regulations of the SEC and the listing standards
of Nasdaq. For more information on the current composition of our board of directors and our independent directors, see “Item 6.
Directors, Senior Management and Employees—A. Directors and Senior Management” in our 2022 Form 20-F.
Any vacancies on the board
of directors that arise other than upon the removal of a director by resolution passed at a general meeting can be filled by the remaining
directors (notwithstanding that they may constitute less than a quorum). Any such appointment shall be as an interim director to fill
such vacancy until the next annual general meeting of shareholders.
Additions to the existing
board (within the limits set pursuant to the Articles of Association) may be made by ordinary resolution of the shareholders.
Since the completion of our
initial public offering, our board of directors has in place an audit committee. See “Item 6. Directors, Senior Management and Employees—C.
Board Practices—Audit Committee” in our 2022 Form 20-F.
Grounds for Removing a Director
A director may be removed
with or without cause by ordinary resolution. The notice of general meeting must contain a statement of the intention to remove the director
and must be served on the director not less than 10 calendar days before the meeting. The director is entitled to attend the meeting and
be heard on the motion for his or her removal.
The office of a director
will be vacated automatically if he or she (1) becomes prohibited by law from being a director, (2) becomes bankrupt or makes
an arrangement or composition with his creditors, (3) dies or is in the opinion of all his or her co-directors, incapable by reason
of mental disorder of discharging his or her duties as director, (4) resigns his or her office by notice to us or (5) has for
more than six months been absent without permission of the directors from meetings of the board of directors held during that period,
and the remaining directors resolve that his or her office be vacated.
Proceedings of the Board of Directors
The Articles of Association
provide that Patria’s business is to be managed and conducted by the board of directors. The quorum necessary for the board meeting
shall be a simple majority of the directors then in office (subject
to there being a minimum
of two directors present) and business at any meeting shall be decided by a majority of votes. In the case of an equality of votes, the
chairman shall have a casting vote.
Subject to the provisions
of the Articles of Association, the board of directors may regulate its proceedings as they determine is appropriate. Board meetings shall
be held at least once every calendar quarter and shall take place either in São Paulo, Brazil or at such other place as the directors
may determine.
Subject to the provisions
of the Articles of Association, to any directions given by ordinary resolution of the shareholders and the listing rules of the Nasdaq,
the board of directors may from time to time at its discretion exercise all powers of Patria, including, subject to the Companies Act,
the power to issue debentures, bonds and other securities of the Company, whether outright or as collateral security for any debt, liability
or obligation of our company or of any third party.
Inspection of Books and Records
Holders of Patria shares
will have no general right under Cayman Islands law to inspect or obtain copies of the list of shareholders or corporate records of the
Company. However, the board of directors may determine from time to time whether and to what extent Patria’s accounting records
and books shall be open to inspection by shareholders who are not members of the board of directors. Notwithstanding the above, the Articles
of Association provide shareholders with the right to receive annual financial statements. Such right to receive annual financial statements
may be satisfied by publishing the same on the Company’s website or filing such annual reports as we are required to file with the
SEC.
Register of Shareholders
The Class A common shares
offered in our initial public offering are held through DTC, and DTC or Cede & Co., as nominee for DTC, is recorded in the shareholders’
register as the holder of our Class A common shares.
Under Cayman Islands law,
Patria must keep a register of shareholders that includes:
| • | the names and addresses of the shareholders, a statement of the shares held by each member, and of the
amount paid or agreed to be considered as paid, on the shares of each member; |
| • | whether voting rights attach to the shares in issue; |
| • | the date on which the name of any person was entered on the register as a member; and |
| • | the date on which any person ceased to be a member. |
Under Cayman Islands law,
the register of shareholders of Patria is prima facie evidence of the matters set out therein (i.e., the register of shareholders will
raise a presumption of fact on the matters referred to above unless rebutted) and a shareholder registered in the register of shareholders
is deemed as a matter of Cayman Islands law to have prima facie legal title to the shares as set against his or her name in the
register of shareholders. Upon the completion of our initial public offering, our register of shareholders was updated to record and give
effect to the issuance of new Class A common shares in our initial public offering. The shareholders recorded in the register of
shareholders should be deemed to have legal title to the shares set against their name.
If the name of any person
is incorrectly entered in or omitted from the register of shareholders, or if there is any default or unnecessary delay in entering on
the register the fact of any person having ceased to be a shareholder of Patria, the person or member aggrieved (or any shareholder of
Patria, or Patria itself) may apply to the Cayman Islands Grand Court for an order that the register be rectified, and the court may either
refuse such application or it may, if satisfied of the justice of the case, make an order for the rectification of the register.
Exempted Company
Patria is an exempted company
with limited liability under the Companies Act. The Companies Act distinguishes between ordinary resident companies and exempted companies.
Any company that is registered in the Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to be registered
as an exempted company. The
requirements for an exempted
company are essentially the same as for an ordinary company except for the exemptions and privileges listed below:
| • | an exempted company does not have to file information related to its shareholders with the Registrar of
Companies; |
| • | an exempted company’s register of shareholders is not open to inspection; |
| • | an exempted company does not have to hold an annual general meeting; |
| • | an exempted company may obtain an undertaking against the imposition of any future taxation (such undertakings
are usually given for 20 years in the first instance); |
| • | an exempted company may register by way of continuation in another jurisdiction and be deregistered in
the Cayman Islands; |
| • | an exempted company may register as a limited duration company; and |
| • | an exempted company may register as a segregated portfolio company. |
“Limited liability”
means that the liability of each shareholder is limited to the amount unpaid by the shareholder on the shares of the company (except in
exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other
circumstances in which a court may be prepared to pierce or lift the corporate veil).
Since the closing of its
initial public offering, Patria became subject to reporting and other informational requirements of the Exchange Act, as applicable to
foreign private issuers. Except as otherwise disclosed in this prospectus or our 2022 Form 20-F, Patria intends to continue to comply
with the Nasdaq rules in lieu of following home country practice.
Anti-Takeover Provisions in Our Articles of
Association
Some provisions of the Articles
of Association may discourage, delay or prevent a change in control of Patria or management that shareholders may consider favorable.
In particular, the capital structure of Patria concentrates ownership of voting rights in the hands of Patria Holdings. These provisions,
which are summarized below, are expected to discourage coercive takeover practices and inadequate takeover bids. These provisions are
also designed to encourage persons seeking to acquire control of Patria to first negotiate with the board of directors. However, these
provisions could also have the effect of discouraging others from attempting hostile takeovers and, as a consequence, they may also inhibit
temporary fluctuations in the market price of the Class A common shares that often result from actual or rumored hostile takeover
attempts. These provisions may also have the effect of preventing changes in the management of Patria. It is possible that these provisions
could make it more difficult to accomplish transactions that shareholders may otherwise deem to be in their best interests.
Two Classes of Common Shares
The Class B common shares
of Patria are entitled to 10 votes per share, while the Class A common shares are entitled to one vote per share. Since Patria
Holdings beneficially owns all the Class B common shares, Patria Holdings has the ability to elect a majority of the members of our
board of directors and to determine the outcome of most matters submitted for a vote of shareholders. This concentrated voting control
could discourage others from initiating any potential merger, takeover, or other change of control transaction that other shareholders
may view as beneficial.
So long as Patria Holdings
has the ability to determine the outcome of most matters submitted to a vote of shareholders as well as the overall management and direction
of Patria, third parties may be deterred in their willingness to make an unsolicited merger, takeover or other change of control proposal,
or to engage in a proxy contest for the election of directors. As a result, the fact that Patria has two classes of common shares may
have the effect of depriving you as a holder of Class A common shares of an opportunity to sell your Class A common shares at
a premium over prevailing market prices and make it more difficult to replace the directors and management of Patria.
Preferred Shares
Patria’s board of directors
is given wide powers to issue one or more classes or series of shares with preferred rights. Such preferences may include, for example,
dividend rights, conversion rights, redemption privileges, enhanced voting powers and liquidation preferences.
Despite the anti-takeover
provisions described above, under Cayman Islands law, Patria’s board of directors may only exercise the rights and powers granted
to them under the Articles of Association, for what they believe in good faith to be in the best interests of Patria.
Protection of Non-Controlling Shareholders
The Grand Court of the Cayman
Islands may, on the application of shareholders holding not less than one-fifth of the shares of Patria in issue, appoint an inspector
to examine the Company’s affairs and report thereon in a manner as the Grand Court shall direct.
Subject to the provisions
of the Companies Act, any shareholder may petition the Grand Court of the Cayman Islands, which may make a winding-up order, if the court
is of the opinion that this winding-up is just and equitable.
Notwithstanding the U.S.
securities laws and regulations that are applicable to Patria, general corporate claims against Patria by its shareholders must, as a
general rule, be based on the general laws of contract or tort applicable in the Cayman Islands or their individual rights as shareholders
as established by Patria’s Articles of Association.
The Cayman Islands courts
ordinarily would be expected to follow English case law precedents, which permit a minority shareholder to commence a representative action
against Patria, or derivative actions in Patria’s name, to challenge (1) an act which is ultra vires or illegal, (2) an
act which constitutes a fraud against the minority and the wrongdoers themselves control Patria, and (3) an irregularity in the passing
of a resolution that requires a qualified (or special) majority.
Service of Process
and Enforcement of Civil Liabilities
We are registered under the laws of the Cayman
Islands as an exempted company with limited liability. We are registered in the Cayman Islands because of certain benefits associated
with being a Cayman Islands company, such as political and economic stability, an effective judicial system, a favorable tax system, the
absence of foreign exchange control or currency restrictions and the availability of professional and support services. However, the Cayman
Islands have a less prescriptive body of securities laws as compared to the United States and provide protections for investors to a significantly
lesser extent. In addition, Cayman Islands companies may not have standing to sue before the federal courts of the United States. Maples
and Calder (Cayman) LLP, our counsel as to Cayman Islands law has advised us that there is uncertainty as to whether the courts of the
Cayman Islands would, respectively, (1) recognize or enforce judgments of United States courts obtained against us or our directors
or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States,
or (2) entertain original actions brought in the Cayman Islands against us or our directors or officers predicated upon the securities
laws of the United States or any state in the United States.
We have appointed Patria Investments Limited,
with offices at 601 Lexington Avenue, 17th floor, New York, NY 10022, as our agent to receive service of process with respect to any action
brought against us in the United States under the federal securities laws of the United States or of any state in the United States arising
out of this offering.
Our Cayman Islands counsel has informed us that
the uncertainty with regard to Cayman Islands law relates to whether a judgment obtained from the United States courts under civil liability
provisions of the securities laws will be determined by the courts of the Cayman Islands as penal or punitive in nature. If such a determination
is made, the courts of the Cayman Islands will not recognize or enforce the judgment against a Cayman Islands’ company. Because
the courts of the Cayman Islands have yet to rule on whether such judgments are penal or punitive in nature, it is uncertain whether they
would be enforceable in the Cayman Islands.
Our Cayman Islands counsel has further advised
us that a final and conclusive judgment in the federal or state courts of the United States under which a sum of money is payable, other
than a sum payable in respect of taxes, fines, penalties or similar charges, may be subject to enforcement proceedings as a debt in the
courts of the Cayman Islands under the common law doctrine of obligation.
Virtually all of our assets are located outside
the United States, in Brazil. In addition, a majority of the members of our board of directors and all of our officers are nationals or
residents of Brazil and all or a substantial portion of their assets are located outside the United States. As a result, it may be difficult
for investors to effect service of process within the United States upon us or these persons, or to enforce against us or them judgments
obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United
States or any state in the United States.
Taxation
Material income tax consequences relating to the
purchase, ownership and disposition of any of the securities offered by this prospectus will be set forth in the applicable prospectus
supplement relating to the offering of those securities.
Selling Shareholders
Selling shareholders to be named in an applicable
prospectus supplement may, from time to time, offer and sell some or all of the equity securities held by them pursuant to this prospectus
and the applicable prospectus supplement. Such selling shareholders may sell equity securities held by them to or through underwriters,
dealers or agents or directly to purchasers or as otherwise set forth in the applicable prospectus supplement. See “Plan of Distribution.”
Such selling shareholders may also sell, transfer or otherwise dispose of some or all of the equity securities held by them in transactions
exempt from the registration requirements of the Securities Act.
We will provide you with a prospectus supplement,
which will set forth the name of each selling shareholder, the number of equity securities beneficially owned by such selling shareholder
and the number of equity securities they are offering. The applicable prospectus supplement also will disclose whether any of the selling
shareholders have held any position or office with, have been employed by or otherwise have had a material relationship with us during
the three years prior to the date of the applicable prospectus supplement.
Plan of Distribution
At the time of offering any securities, we will
supplement the following summary of the plan of distribution with a description of the offering, including the particular terms and conditions
thereof, set forth in an applicable prospectus supplement relating to those securities.
Each prospectus supplement with respect to Class
A common shares will set forth the terms of the offering of those Class A common shares, including the name or names of any underwriters
or agents, the price of such Class A common shares and the net proceeds to us from such sale, any underwriting discounts, commissions
or other items constituting underwriters’ or agents’ compensation, any discount or concessions allowed or reallowed or paid
to dealers and any securities exchanges on which those Class A common shares may be listed.
We and any selling shareholder may sell the Class
A common shares:
|
· | to or through underwriters or dealers; |
| · | directly to purchasers; or |
|
· | through a combination of any of these methods of sale. |
Any underwriters or agents will be identified
and their discounts, commissions and other items constituting underwriters’ compensation and any securities exchanges on which the
Class A common shares are listed will be described in the applicable prospectus supplement.
Underwriters
If we or any selling shareholders use underwriters
in the sale, we or the selling shareholders will enter into an underwriting agreement, and a prospectus supplement will set forth the
names of the underwriters and the terms of the transaction. The underwriters will acquire securities for their own account and may resell
the securities from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at
varying prices determined at the time of sale. Unless otherwise stated in the prospectus supplement, various conditions to the underwriters’
obligation to purchase securities apply, and the underwriters will be obligated to purchase all of the securities contemplated in an offering
if they purchase any of such securities. Any initial public offering price and any discounts or concessions allowed or reallowed or paid
to dealers may be changed from time to time.
We or any selling shareholders may enter into
derivative or other hedging transactions with third parties, or sell securities not covered by this prospectus to third parties in privately
negotiated transactions. If the applicable prospectus supplement indicates, in connection with those derivatives, the third parties may
sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the
third party may use securities covered by this prospectus including securities pledged by us or any selling shareholders or borrowed from
us, any selling shareholders or others to settle those sales or to close out any related open borrowing of stock, and may use securities
received from us in settlement of those derivatives to close out any related open borrowings of stock. The third party in such sale transactions
will be an underwriter and, if not identified in this prospectus, will be identified in the applicable prospectus supplement (or in a
post-effective amendment). We or any selling shareholders may also sell Class A common shares short using this prospectus and deliver
Class A common shares covered by this prospectus to close out such short positions, or loan or pledge Class A common shares to financial
institutions that in turn may sell the Class A common shares using this prospectus. We or any selling shareholders may pledge or grant
a security interest in some or all of the securities covered by this prospectus to support a derivative or hedging position or other obligation
and, if we or the selling shareholders default in the performance of its obligations, the pledgees or secured parties may offer and sell
the securities from time to time pursuant to this prospectus.
If the prospectus supplement so indicates, we
or any selling shareholders may authorize agents and underwriters or dealers to solicit offers by certain purchasers to purchase the securities
from us at the public offering price set forth in the prospectus supplement. These contracts will be subject to only those conditions
set forth in the
prospectus supplement, and the prospectus supplement
will set forth the commission payable for solicitation of such offers.
Certain persons participating in this offering
may engage in transactions that stabilize, maintain or otherwise affect the price of the securities. Specifically, the underwriters, if
any, may over-allot in connection with the offering, and may bid for, and purchase, the securities in the open market.
Dealers
If we or any selling shareholders use dealers
in the sale, unless otherwise indicated in the prospectus supplement, we or the selling shareholders will sell securities to the dealers
as principals. The dealers may then resell the securities to the public at varying prices that the dealers may determine at the time of
resale.
Agents and Direct Sales
We or any selling shareholders may sell securities
directly or through agents that we or the selling shareholders designate. The prospectus supplement names any agent involved in the offering
and sale and states any commissions we or the selling shareholders will pay to that agent. Unless indicated otherwise in the prospectus
supplement, any agent is acting on a best efforts basis for the period of its appointment.
Institutional Investors
Unless otherwise indicated in the prospectus supplement,
we or any selling shareholders will authorize underwriters, dealers or agents to solicit offers from various institutional investors to
purchase securities. In this case, payment and delivery will be made on a future date that the prospectus supplement specifies. The underwriters,
dealers or agents may impose limitations on the minimum amount that the institutional investor can purchase. They may also impose limitations
on the portion of the aggregate amount of the securities that they may sell. These institutional investors include (i) commercial and
savings banks; (ii) insurance companies; (iii) pension funds; (iv) investment companies; (v) educational and charitable institutions;
and (vi) other similar institutions as we or any selling shareholders may approve.
The obligations of any of these purchasers pursuant
to delayed delivery and payment arrangements will not be subject to any conditions. However, one exception applies. An institution’s
purchase of the particular securities cannot at the time of delivery be prohibited under the laws of any jurisdiction that governs the
validity of the arrangements or the performance by us or the institutional investor.
Indemnification
Agreements that we or any selling shareholders
have entered into or may enter into with underwriters, dealers or agents may entitle them to indemnification by us against various civil
liabilities. These include liabilities under the Securities Act of 1933, as amended. The agreements may also entitle them to contribution
for payments which they may be required to make as a result of these liabilities. Underwriters, dealers or agents may be customers of,
engage in transactions with, or perform services for, us in the ordinary course of business.
Legal Matters
Unless otherwise indicated in the applicable prospectus
supplement, certain legal matters with respect to U.S. federal and New York State law will be passed upon for Patria by Davis Polk &
Wardwell LLP. The validity of the Class A common shares offered pursuant to this prospectus and other legal matters as to Cayman Islands
law will be passed upon for Patria by Maples and Calder (Cayman) LLP. Any underwriters will also be advised about certain legal matters
by their own counsel, which will be named in any applicable prospectus supplement.
Experts
The
financial statements of Patria Investments Limited as of December 31, 2022 and 2021, and for each of the three years in the period ended
December 31, 2022, incorporated by reference in this Prospectus, and the effectiveness of Patria Investments
Limited's internal control over financial reporting have been audited by Deloitte Touche Tohmatsu Auditores Independentes Ltda,
an independent registered public accounting firm, as stated in their reports. Such financial statements are incorporated by reference
in reliance upon the reports of such firm given their authority as experts in accounting and auditing.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 8. Indemnification of Directors and
Officers.
Cayman Islands law does not
limit the extent to which a company’s articles of association may provide indemnification of officers and directors, except to the
extent that it may be held by the Cayman Islands courts to be contrary to public policy, such as providing indemnification against willful
default, actual fraud or the consequences of committing a crime.
The registrant’s Articles
of Association provide that each director or officer of the registrant shall be indemnified out of the assets of the registrant against
all actions, proceedings, costs, charges, expenses, losses, damages, or liabilities, judgments, fines, settlements and other amounts (including
reasonable attorneys’ fees and expenses and amounts paid in settlement and costs of investigation) (collectively “Losses”)
incurred or sustained by such directors or officers, other than by reason of such person’s dishonesty, willful default or fraud,
in or about the conduct of our Company’s business or affairs (including as a result of any mistake of judgment) or in the execution
or discharge of such person’s duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing,
any Losses incurred by such director or officer in defending or investigating (whether successfully or otherwise) any civil, criminal,
investigative and administrative proceedings concerning or in any way related to our Company or its affairs in any court whether in the
Cayman Islands or elsewhere.
Under the indemnification
agreements entered into with our directors and officers, the form of which has been filed as Exhibit 10.1 to our registration statement
on Form F-1 filed on January 14, 2021, Patria has agreed to indemnify and hold harmless its directors and officers against certain liabilities
and expenses incurred by them in connection with claims made by reason of their being such a director or officer.
Also, the registrant expects
to maintain director’s and officer’s liability insurance covering its directors and officers with respect to general civil
liability, including liabilities under the Securities Act, which he or she may incur in his or her capacity as such.
The form of underwriting
agreement to be filed as Exhibit 1.1 to this registration statement will also provide for indemnification by the underwriters of the registrant
and its directors and officers for certain liabilities, including liabilities arising under the Securities Act, but only to the extent
that these liabilities are caused by information relating to the underwriters that was furnished to us by the underwriters in writing
expressly for use in this registration statement and certain other disclosure documents.
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us under the foregoing
provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities
Act and is therefore unenforceable.
Item 9. Exhibits.
See Exhibit Index beginning
on page II-4 of this registration statement.
Item 10. Undertakings.
(a)
The undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) to include
any prospectus required by Section 10(a)(3) of the Securities Act of 1933
(ii) to reflect
in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered
would not
exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933 if, in the
aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in
the “Calculation of Registration Fee” table in the effective registration statement;
(iii) to include
any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material
change to such information in the registration statement,
provided, however, that paragraphs (i),
(ii), and (iii) do not apply if the registration statement is on Form S-1, Form S-3, Form SF-3 or Form F-3 and the information required
to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by
the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement, or, as to a registration statement on Form S-3, Form SF-3 or Form F-3, is contained in a form of prospectus filed
pursuant to Rule 424(b) that is part of the Registration statement.
(2)
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering.
(4)
If the registrant is a foreign private issuer, to file a post-effective amendment to the registration statement to include any financial
statements required by Item 8.A of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements
and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided that the registrant includes in the
prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information
necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding
the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial
statements and information required by Section 10(a)(3) of the Act or Item 8.A of Form 20-F if such financial statements and information
are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3.
(5)
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i) each prospectus
filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus
was deemed part of and included in the registration statement; and
(ii) each prospectus
required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating
to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by section 10(a)
of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such
form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described
in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter,
such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement
to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is
part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or
modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in
any such document immediately prior to such effective date.
(6)
That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial
distribution of the securities:
The undersigned registrant undertakes that in
a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting
method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following
communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to
such purchaser:
(i) any preliminary
prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) any free
writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned
registrant;
(iii) the portion
of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its
securities provided by or on behalf of the undersigned registrant; and
(iv) any other
communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b)
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing
of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication
of such issue.
EXHIBIT INDEX
* To be filed as an exhibit to a post-effective amendment
to this registration statement or as an exhibit to a report filed or furnished under the Exchange Act and incorporated by reference.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form
F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of George Town, Cayman Islands, on November 29, 2023.
| |
PATRIA INVESTMENTS LIMITED |
| |
|
|
| |
By: |
/s/ Alexandre Teixeira de Assumpção Saigh |
| |
|
Name: |
Alexandre Teixeira de Assumpção Saigh |
| |
|
Title: |
Chief Executive Officer |
| |
By:
|
/s/ Ana Cristina Russo |
| |
|
Name: |
Ana Cristina Russo |
| |
|
Title: |
Chief Financial Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each
person whose signature appears below constitutes and appoints Alexandre Teixeira de Assumpção Saigh and Ana Cristina Russo
and each of them, individually, as their attorney-in-fact, with the power of substitution, for them in any and all capacities, to sign
any amendment or post-effective amendment to this registration statement on Form F-3, including, without limitation, any additional registration
statement filed pursuant to Rule 462 under the Securities Act with respect hereto and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities of Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact,
or his substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
|
Name |
Title |
Date |
| |
|
|
|
/s/ Alexandre
Teixeira de Assumpção Saigh |
Chief Executive Officer and Director |
November 29, 2023 |
| Alexandre Teixeira de Assumpção Saigh |
(principal executive officer) |
|
| |
|
|
|
/s/ Ana
Cristina Russo |
Chief Financial Officer |
November 29, 2023 |
| Ana Cristina Russo |
(principal financial officer and principal accounting officer) |
|
| |
|
|
|
/s/ Olímpio
Matarazzo Neto |
Chairman |
November 29, 2023 |
| Olímpio Matarazzo Neto |
|
|
| |
|
|
|
/s/ Otávio
Lopes Castello Branco Neto |
Director |
November 29, 2023 |
| Otávio Lopes Castello Branco Neto |
|
|
| |
|
|
|
/s/ Pablo
Echeverría Benítez |
Director |
November 29, 2023 |
| Pablo Echeverría Benítez |
|
|
| |
|
|
|
/s/ Sabrina
Bridgett Foster |
Director |
November 29, 2023 |
| Sabrina Bridgett Foster |
|
|
|
/s/ Jennifer
Anne Collins |
Director |
November 29, 2023 |
| Jennifer Anne Collins |
|
|
| |
|
|
|
/s/ Glen
George Wigney |
Director |
November 29, 2023 |
| Glen George Wigney |
|
|
| |
|
|
|
/s/ Marco
Nicola D’Ippolito |
Patria Investments US LLC |
November 29, 2023 |
Marco Nicola D’Ippolito,
Attorney-in-Fact |
Authorized representative in the
United States |
|
Exhibit 5.1
Our
ref MAA/762377-000001/76408265v5
Patria Investments Limited
PO Box 309, Ugland House
Grand Cayman
KY1-1104
Cayman Islands
29 November 2023
Dear Sirs
Patria Investments Limited
We have acted as counsel as to Cayman Islands law
to Patria Investments Limited (the "Company") in connection with the Company's automatic shelf registration statement
on Form F-3, including the related base prospectus and all amendments or supplements thereto (the “Registration Statement”,
which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit
or schedule thereto) originally filed with the United States Securities and Exchange Commission (the "SEC") on the date
hereof under the United States Securities Act of 1933, as amended (the "Securities Act") allowing for offerings from
time to time of Class A common shares of the Company (the "Shares") by the Company and/or certain selling shareholders
(each a "Selling Shareholder").
We have reviewed
originals, copies, drafts or conformed copies of the following documents:
| 1.1 | The certificate
of registration by way of continuation dated 12 October 2020 and the amended and restated
memorandum and articles of association of the Company adopted by special resolution passed
on 12 January 2021 (the "Memorandum and Articles"). |
| 1.2 | The corporate
records of the Company maintained at its registered office in the Cayman Islands. |
| 1.3 | A certificate
of good standing with respect to the Company issued by the Registrar of Companies (the "Certificate
of Good Standing"). |
| 1.4 | A certificate
from a director of the Company a copy of which is attached to this opinion letter (the "Director's
Certificate"). |
| 1.5 | The Registration
Statement. |
The following opinions
are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These
opinions only relate to the laws of the Cayman Islands which are in force on the date of this opinion letter. In giving the following
opinions, we have relied (without further verification) upon the completeness and accuracy, as at the date of this opinion letter, of
the Director's Certificate and the Certificate of Good Standing. We have also relied upon the following assumptions, which we have not
independently verified:
| 2.1 | Copies of documents,
conformed copies or drafts of documents provided to us are true and complete copies of, or
in the final forms of, the originals. |
| 2.2 | All signatures,
initials and seals are genuine. |
| 2.3 | There is no
contractual or other prohibition or restriction (other than as arising under Cayman Islands
law) binding on the Company prohibiting or restricting it from entering into and performing
its obligations under the Registration Statement. |
| 2.4 | No invitation
has been or will be made by or on behalf of the Company to the public in the Cayman Islands
to subscribe for any of the Shares. |
| 2.5 | There is nothing
under any law (other than the laws of the Cayman Islands) which would or might affect the
opinions set out below. Specifically, we have made no independent investigation of the laws
of the State of New York. |
| 2.6 | The Company
has received or will receive money or money's worth in consideration for the issue of the
Shares and none of the Shares were or will be issued for less than par value and will be
duly registered in the Register of Members. |
| 2.7 | There will be
sufficient Shares authorised for issue under the Memorandum and Articles. |
Save as aforesaid
we have not been instructed to undertake and have not undertaken any further enquiry or due diligence in relation to the transaction
the subject of this opinion letter.
Based upon, and
subject to, the foregoing assumptions and the qualifications set out below, and having regard to such legal considerations as we deem
relevant, we are of the opinion that:
| 3.1 | The Company
has been duly incorporated as an exempted company with limited liability and is validly existing
and in good standing with the Registrar of Companies under the laws of the Cayman Islands. |
| 3.2 | In the event
of a primary offering, upon the due authorisation and issuance of the Shares and payment
of the consideration therefor, such Shares will be legally issued, fully paid and non-assessable. |
| 3.3 | In the event
of a secondary offering, when transferred by a Selling Shareholder, the transfer thereof
recorded in the register of members of the Company and paid for as described in the Registration
Statement, any corresponding prospectus supplement and any underwriting agreement, the Shares
(which may include shares that are as at the date hereof Class B common shares and, prior
to the closing date of such offering, are to be converted into Class A common shares by the
Selling Shareholder in accordance with the Memorandum and Articles) will remain legally issued,
fully paid and non-assessable. |
The opinions expressed
above are subject to the following qualifications:
| 4.1 | To maintain
the Company in good standing with the Registrar of Companies under the laws of the Cayman
Islands, annual filing fees must be paid and returns made to the Registrar of Companies within
the time frame prescribed by law. |
| 4.2 | Under Cayman
Islands law, the register of members (shareholders) is prima facie evidence of title
to shares and this register would not record a third party interest in such shares. However,
there are certain limited circumstances where an application may be made to a Cayman Islands
court for a determination on whether the register of members reflects the correct legal position.
Further, the Cayman Islands court has the power to order that the register of members maintained
by a company should be rectified where it considers that the register of members does not
reflect the correct legal position. As far as we are aware, such applications are rarely
made in the Cayman Islands and there are no circumstances or matters of fact known to us
on the date of this opinion letter which would properly form the basis for an application
for an order for rectification of the register of members of the Company, but if such an
application were made in respect of the Shares, then the validity of such shares may be subject
to re-examination by a Cayman Islands court. |
| 4.3 | In this opinion
letter the phrase "non-assessable" means, with respect to the issuance of shares,
that a shareholder shall not, in respect of the relevant shares and in the absence of a contractual
arrangement, or an obligation pursuant to the memorandum and articles of association, to
the contrary, have any obligation to make further contributions to the Company's assets (except
in exceptional circumstances, such as involving fraud, the establishment of an agency relationship
or an illegal or improper purpose or other circumstances in which a court may be prepared
to pierce or lift the corporate veil). |
| 4.4 | We express no
opinion as to the meaning, validity or effect of any references to foreign (i.e. non-Cayman
Islands) statutes, rules, regulations, codes, judicial authority or any other promulgations
and any references to them in the Registration Statement. |
We express no view
as to the commercial terms of the Registration Statement or whether such terms represent the intentions of the parties and make no comment
with regard to warranties or representations that may be made by the Company.
We hereby consent
to the filing of this opinion letter as an exhibit to the Registration Statement and to the reference to our firm under the heading “Legal
Matters” in the prospectus included in the Registration Statement. In providing our consent, we do not thereby admit that we are
in the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the SEC thereunder.
The opinions in
this opinion letter are strictly limited to the matters contained in the opinions section above and do not extend to any other matters.
We have not been asked to review and we therefore have not reviewed any of the ancillary documents relating to the Shares and express
no opinion or observation upon the terms of any such document.
This opinion letter
is addressed to you and may be relied upon by you, your counsel and purchasers of the Shares pursuant to the Registration Statement.
This opinion letter is limited to the matters detailed herein and is not to be read as an opinion with respect to any other matter.
Yours faithfully
/s/ Maples and Calder
(Cayman) LLP
Patria Investments
Limited
PO Box 309, Ugland
House
Grand Cayman KY1-1104
Cayman Islands
29 November 2023
| To: | Maples and Calder (Cayman) LLP
PO
Box 309, Ugland House
Grand
Cayman
KY1-1104
Cayman
Islands
|
Dear Sirs
Patria Investments
Limited (the "Company")
I, the undersigned,
being a director of the Company, am aware that you are being asked to provide an opinion letter (the "Opinion") in relation
to certain aspects of Cayman Islands law. Unless otherwise defined herein, capitalised terms used in this certificate have the respective
meanings given to them in the Opinion. I hereby certify that:
| 1 | The Memorandum
and Articles remain in full force and effect and are unamended. |
| 2 | The Company has
not entered into any mortgages or charges over its property or assets other than those entered
in the register of mortgages and charges of the Company. |
| 3 | The shareholders
of the Company (the "Shareholders") have not restricted the powers of the
directors of the Company in any way. |
| 4 | The authorised
share capital of the Company is US$100,000 divided into 1,000,000,000 shares of a nominal
or par value of US$0.0001 each which, at the date on which the Memorandum becomes effective,
comprise (i) 500,000,000 Class A Common Shares; (ii) 250,000,000 Class B Common Shares (which
Class B Common Shares may be converted into Class A Common Shares in the manner contemplated
in the Articles of Association of the Company); and (iii) 250,000,000 shares of such class
or classes (howsoever designated) and having the rights as the Board may determine from time
to time in accordance with Article 4 of the Articles of Association of the Company. The issued
share capital of the Company prior to the issue of the Shares is 92,945,430 Class B Common
Shares of a par value of US$0.0001 each and 54,247,500 Class A Common Shares of a par value
of US$0.0001 each which have been issued as fully paid and non assessable. |
| 5 | The minute book
and corporate records of the Company as maintained at its registered office in the Cayman
Islands and made available to you are complete and accurate in all material respects, and
all minutes and resolutions filed therein represent a complete and accurate record of all
meetings of the Shareholders and directors (or any committee thereof) of the Company (duly
convened in accordance with the Memorandum and Articles) and all resolutions passed at the
meetings or passed by written resolution or consent, as the case may be. |
| 6 | Prior to, at the
time of, and immediately following the approval of the transactions the subject of the Registration
Statement the Company was, or will be, able to pay its debts as they fell, or fall, due and
has entered, or will enter, into the transactions the subject of the Registration Statement
for proper value and not with an intention to defraud or wilfully defeat an obligation owed
to any creditor or with a view to giving a creditor a preference. |
| 7 | Each director
of the Company considers the transactions contemplated by the Registration Statement to be
of commercial benefit to the Company and has acted in good faith in the best interests of
the Company, and for a proper purpose of the Company, in relation to the transactions which
are the subject of the Opinion. |
| 8 | To the best of
my knowledge and belief, having made due inquiry, the Company is not the subject of legal,
arbitral, administrative or other proceedings in any jurisdiction. Nor have the directors
or Shareholders taken any steps to have the Company struck off or placed in liquidation,
nor have any steps been taken to wind up the Company. Nor has any receiver been appointed
over any of the Company's property or assets. |
I confirm that you
may continue to rely on this certificate as being true and correct on the day that you issue the Opinion unless I shall have previously
notified you in writing personally to the contrary.
| Signature: |
/s/ Alexandre Teixeira
de Assumpção Saigh |
|
| Name: |
Alexandre Teixeira
de Assumpção Saigh |
|
| Title: |
Director |
|
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement
on Form F-3 of our report dated April 27, 2023, relating to the consolidated financial statements of Patria Investments Limited and the
effectiveness of Patria Investments Limited's internal control over financial reporting, appearing in the Annual Report on Form 20-F
of Patria Investments Limited for the year ended December 31, 2022. We also consent to the reference to us under the heading "Experts"
in such Registration Statement.
/s/
DELOITTE TOUCHE TOHMATSU |
|
Auditores Independentes Ltda.
Sao Paulo, Brazil
November
27, 2023 |
|
Exhibit 107.1
Calculation of Filing Fee
Tables
FORM F-3
(Form Type)
PATRIA INVESTMENTS LIMITED
(Exact Name of Registrant as
Specified in Its Charter)
Table 1: Newly Registered
and Carry Forward Securities
| |
|
Security Type |
Security Class Title |
Fee Calculation or Carry Forward Rule |
Amount Registered |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration Fee |
Carry Forward Form Type |
Carry Forward File Number |
Carry Forward Initial Effective Date |
Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward |
| |
Newly Registered Securities |
| |
Fees to Be Paid |
Equity |
Class A Common Shares |
Rules 456(b) and 457(r) |
(1) |
(1) |
(2)(3) |
0.00014760 |
(1) |
|
|
|
|
| |
Other |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
|
|
|
|
| |
Fees Previously Paid |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
|
N/A |
|
|
|
|
| |
Carry Forward Securities |
| |
Carry Forward Securities |
N/A |
N/A |
N/A |
N/A |
|
N/A |
|
|
N/A |
N/A |
N/A |
N/A |
| |
|
Total Offering Amounts |
|
N/A |
|
N/A |
|
|
|
|
| |
|
Total Fees Previously |
|
|
|
N/A |
|
|
|
|
| |
|
Total Fee Offsets |
|
|
|
N/A |
|
|
|
|
| |
|
Net Fee Due |
|
|
|
N/A |
|
|
|
|
| (1) | This Registration Statement includes an indeterminate amount of securities of the classes specified above that may be reoffered and
resold on an ongoing basis after their initial sale in market-making transactions by affiliates of the Registrant. These securities consist
of an indeterminate amount of such securities that are initially being registered, and will initially be offered and sold, under this
Registration Statement and an indeterminate amount of such securities that were initially registered, and were initially offered and sold,
under registration statements previously filed by the Registrant. All such market-making reoffers and resales of these securities that
are made pursuant to a registration statement after the effectiveness of this Registration Statement are being made solely pursuant to
this Registration Statement. In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended, the registrant hereby
elects to defer payment of all of the registration fee and will pay the registration fee subsequently in advance or on a pay-as-you-go
basis pursuant to Rule 456(b). |
| (2) | Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act. |
| (3) | Separate consideration may not be received for registered securities that are issuable on exercise, conversion or exchange of other
securities. |
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