UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September ~~March 14~~19, 2025 (~~March~~September 1014, 2025)

PATRIA LATIN AMERICAN OPPORTUNITY ACQUISITION CORP.

(Exact Name of Registrant as Specified in its Charter)

Cayman Islands		001-41321		N/A
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

60 Nexus Way, 4th Floor, Camana Bay, PO Box 757, Grand Cayman		KY1-9006
(Address of Principal Executive Offices)		(Zip Code)

+1 345 640 4900

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐Securities ~~Soliciting~~registered ~~material~~ pursuant to ~~Rule~~Section ~~14a-~~12(b) ~~under~~of the ~~Exchange~~ Act: (~~17 CFR 240.14a-12~~None)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant	PLAOU	The Nasdaq Stock Market LLC
Class A ordinary shares, included as part of the units	PLAO	The Nasdaq Stock Market LLC
Redeemable warrants, included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	PLAOW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 38.01. ~~Notice~~Other ~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing~~Events.

OnPursuant ~~March~~to ~~10,~~Section ~~2025,~~49.8 ~~Patria~~of ~~Latin~~the ~~American~~Amended ~~Opportunity~~and Restated Memorandum and ~~Acquisition~~Articles ~~Corp.~~of Association (the “~~Company”),~~Amended ~~received~~Memorandum aand ~~written~~Articles”) ~~notice~~of ~~from~~Patria ~~the~~Latin ~~Listing~~American ~~Qualifications~~Opportunity ~~Department~~Acquisition ofCorp. ~~The Nasdaq Stock Market~~ (the “~~Nasdaq~~Company”), ~~indicating~~as ~~that~~ the Company’s ~~securities~~did ~~would~~not beconsummate ~~subject~~its tobusiness ~~suspension~~combination ~~and~~as ~~delisting from The Nasdaq Global Market at the opening~~ of ~~business~~September ~~on March 17~~14, 2025, ~~due to~~ the Company’s ~~non-compliance~~will ~~with~~redeem ~~IM-5101-2,~~all of ~~which requires~~ the ~~company~~ tooutstanding ~~complete~~Class aA ~~business~~ordinary ~~combination~~shares ~~within~~that 36were ~~months~~included ofin the ~~effectiveness~~units ofissued in its ~~IPO~~initial ~~registration~~public ~~statement.~~offering ~~Accordingly,~~(the ~~Nasdaq~~“Public Shares”) ~~informed~~at usan ~~that~~estimated aper-share ~~Form~~redemption ~~25-NSE~~price ~~will~~of beapproximately ~~filed~~$12.35. ~~with~~On ~~the~~or ~~Securities~~around ~~and~~September ~~Exchange~~26, ~~Commission~~2025, (the ~~“SEC”),~~Public ~~which~~Shares will ~~remove~~be ~~the~~deemed ~~Company’s~~cancelled ~~securities~~and ~~from~~will ~~listing~~represent ~~and~~only ~~registration~~the onright ~~The~~to ~~Nasdaq~~receive ~~Stock~~the ~~Market~~redemption amount.

In order to provide for the disbursement of funds from the trust account, the Company will instruct the trustee of the trust account to take all necessary actions to liquidate the securities held in the trust account. The proceeds of the trust account will be held in a non-interest bearing account while awaiting disbursement to the holders of the Public Shares. Record holders will receive their pro rata portion of the proceeds of the trust account by delivering their Public Shares to Continental Stock Transfer & Trust Company, the Company’s transfer agent. Beneficial owners of Public Shares held in “street name,” however, will not need to take any action in order to receive the redemption amount. The redemption of the Public Shares is expected to be completed by September 26, 2025.

There will be no redemption rights or liquidating distributions with respect to the Company’s warrants.

Forward-Looking Statements

This document contains certain “forward-looking statements” within the meaning of the federal securities laws, including with respect to the pursuit by Patria Latin American Opportunity Acquisition Corp. (the “Company”) of a business combination transaction. These forward-looking statements are generally identified by words such as “anticipate,” “believe,” continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” or the negatives of these words or words of similar meaning. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Such forward-looking statements are based upon the current beliefs and expectations of the management of the Company and are inherently subject to significant business, economic and competitive risks, uncertainties and contingencies. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the “Risk Factors” section of the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, the Company’s registration statement, the final prospectus for the Company’s initial public offering and other documents filed by the Company from time to time with the U.S. Securities and Exchange Commission (the “SEC”). You are cautioned not to place undue reliance on these forward-looking statements as a predictor of future results, performance and/or achievements as projected financial information and other information are based on estimates and assumptions, whether or not identified in this document, that are inherently subject to various significant risks, uncertainties, contingencies and other factors, many of which are difficult to predict and generally beyond the control of the parties involved in the proposed transaction. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. The Company gives no assurance that it will achieve its expectations.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded with the Inline XRBL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: ~~March~~September 1419, 2025

	PATRIA LATIN AMERICAN OPPORTUNITY ACQUISITION CORP.

	By:	/s/ José Augusto Gonçalves de Araújo Teixeira
		José Augusto Gonçalves de Araújo Teixeira
		Chief Executive Officer

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