| Description of Organization, Business Operations, and Going Concern | Note 1 - Description of Organization, Business Operations, and Going
Concern Patria Latin American Opportunity Acquisition
Corp. (the “Company”) is a blank check company incorporated in Cayman Islands on February 25, 2021. The Company was formed
for the purpose of effecting a merger, capital stock exchange, asset acquisition, ordinary shares purchase, reorganization, or similar
business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and,
as such, the Company is subject to all of the risks associated with emerging growth companies. On May 9, 2024 the Company received a written
notice from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that since the Company’s
aggregate market value of its outstanding warrants was less than $1 million, the Company was no longer in compliance with the Nasdaq
Global Market continued listing criteria set forth in Listing Rule 5452(b)(C), which requires the Company to maintain an aggregate market
value of its outstanding warrants of at least $1 million. On November 7, 2024, the Company received a further
written notice from the Listing Qualifications Department of Nasdaq indicating that the Company’s warrants and units would be subject
to suspension and delisting from The Nasdaq Global Market at the opening of business on November 18, 2024 due to the Company’s non-compliance
with: (i) in relation to the warrants, Nasdaq Listing Rule 5452(b)(C), which requires the Company to maintain an aggregate market value
of its outstanding warrants of at least $1 million; and (ii) in relation to the units, Nasdaq Listing Rule 5225(a)(1)(A), which requires
that all components of the unit comply with the requirements for continued listing. As of September 30, 2024, the Company had not
commenced any operations. All activities for the period from February 25, 2021 (inception), through September 30, 2024, relates to the
Company’s formation, and the initial public offering (“IPO”) described below, and post-IPO expenses. The Company will
not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating
income in the form of realized and unrealized gains on investments from the proceeds derived from the IPO. On March 14, 2022, the Company consummated its
IPO of 23,000,000 units (the “Units”), including the issuance of 3,000,000 Units as a result of the underwriters exercise
in full of the over-allotment option. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the
“Class A Ordinary Shares”), and one-half of one redeemable warrant of the Company (each whole warrant, a “Public Warrant”),
with each Public Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment.
The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $230,000,000. The Company’s sponsor is Patria SPAC LLC,
a Cayman Islands exempted limited partnership (the “Sponsor”). Simultaneously with the closing of the IPO and pursuant to
the private placement warrants purchase agreement, the Company completed the private sale of 14,500,000 warrants (the “Private Placement
Warrants” and together with the Public Warrants, the “Warrants”) to the Sponsor at a purchase price of $1.00 per Private
Placement Warrant, generating gross proceeds to the Company of $14,500,000. Transaction costs amounted to $13,779,665, including
$8,050,000 in deferred underwriting fees payable, $4,600,000 in underwriting fees paid and $1,129,665 in other offering costs, of which
$314,508 were expensed and $13,456,157 charged to temporary equity. Following the closing of the IPO on March 14,
2022, an amount of $236,900,000 ($10.30 per Unit) of the proceeds from the IPO and the sale of the Private Placement Warrants, comprised
of $225,400,000 of the proceeds from the IPO (which is net of $4,600,000 of the underwriters’ fees) and $11,500,000 of the proceeds
of the sale of Private Placement Warrants, was placed in a U.S.-based trust account (the “Trust Account”) at J.P. Morgan Chase
Bank, N.A. maintained by Continental Stock Transfer & Trust Company, acting as trustee. The funds in the Trust Account were invested
only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act 1940, as amended (the
“Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under
Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect
to earnings on the funds held in the Trust Account after the redemption that may be released to the Company to pay its taxes, if any,
the proceeds from the IPO and the sale of the Private Placement Warrants held in the Trust Account will not be released from the Trust
Account until the earliest of: (i) the completion of the Initial Business Combination; (ii) the redemption of the Class A Ordinary Shares
included in the Units (the “Public Shares”) if the Company is unable to complete the Initial Business Combination by 27 months
after the closing of our IPO on March 14, 2022 (the “Combination Period”); or (iii) the redemption of the Public Shares properly
submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association
to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with the Initial Business Combination
or to redeem 100% of the Public Shares if the Company has not consummated the Initial Business Combination within the Combination Period
or (B) with respect to any other material provisions relating to shareholders’ rights or pre-Initial Business Combination activity.
The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have
priority over the claims of the Company’s public shareholders. The remaining proceeds outside the Trust Account may be used to pay
for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. First Extension On June 12, 2023, the Company held an extraordinary
general meeting of the Company’s shareholders (the “Extraordinary General Meeting”). At the Extraordinary General Meeting,
the Company’s shareholders approved amendments to the Company’s Amended and Restated Memorandum and Articles of Association
to extend the termination date by which the Company has to consummate an initial business combination from June 14, 2023 to June 14, 2024,
in addition to other proposals. Accordingly, the Company had up to June 14, 2024 to consummate its initial business combination. In connection
with the Extraordinary General Meeting, shareholders holding an aggregate of 6,119,519 of the Company’s Class A ordinary shares
exercised their right to redeem their shares on June 14, 2023. Following such redemptions, 16,880,481 Class A ordinary shares remained
outstanding and subject to redemption and the Trust Account had a remainder balance of $180 million immediately following the withdrawal
for Class A ordinary shares redemption. Second Extension On June 12, 2024, the Company held an
extraordinary general meeting of the Company’s shareholders (the “Extraordinary General Meeting”). At the
Extraordinary General Meeting, the Company’s shareholders approved the Extension Amendment Proposal to amend, by way of
special resolution, the Company’s Articles, as set forth in the Trust Agreement dated as of March 9, 2022 by and between the
Company and the Trustee, to extend the Termination Date by which the Company has to consummate a Business Combination from June 14,
2024 (the date which is 27 months from the closing date of the Company’s IPO) on a monthly basis for up to fifteen times by an
additional one month each time up to September 14, 2025 (the date which is 42 months from the closing date of the Company’s
IPO), unless the closing of a Business Combination shall have occurred prior thereto or such earlier date as determined by the
Board, for a deposit, for each monthly extension, of the lesser of (i) $75,000 and (ii) $0.015 for each Class A ordinary share then
outstanding. In connection with the Extraordinary General Meeting, shareholders holding an aggregate of 12,339,057 of the
Company’s Class A ordinary shares exercised their right to redeem their shares at approximately $11.45 per share or
$141,300,945. Following such redemptions, 4,541,424 Class A ordinary shares remain outstanding and subject to redemption and the
Trust Account had a remainder balance of approximately $52 million immediately following the withdrawal for Class A ordinary shares
redemptions. As of September 30, 2024, we had deposited $272,484 into the Trust Account in connection with the second
extension, which extends the termination date to October 14, 2024. Following September 30, 2024, we made additional deposits totaling $136,042 to extend the termination date to December 14, 2024. As of September 30, 2024 and December 31, 2023,
the Company had deposited $3,872,484 and $2,100,000 respectively, in connection with these extensions into the Trust Account. These amounts
are included in the balances of marketable securities held in Trust Accounts, promissory note – related party, and due to related
party on the Company’s unaudited condensed balance sheets. Initial Business Combination The Company’s management has broad discretion
with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds are intended to
be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business
Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of
at least 80% of the net assets held in the Trust Account (as defined below) (excluding the amount of deferred underwriting commission
held in Trust and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business
Combination. However, the Company only intends to complete a Business Combination if the post-business combination company owns or acquires
50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient
for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment
Company Act”). Upon the closing of the IPO, management has agreed that an amount equal to at least $10.30 per Unit sold in the IPO,
including the proceeds from the sale of the Private Placement Warrants, was held in a Trust Account located in the United States with
Continental Stock Transfer & Trust Company acting as trustee, and invested only in United States “government securities”
within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting
certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations,
as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust
Account as described below. The Company provides the holders (the “Public Shareholders”) of the Company’s issued and
outstanding Class A Ordinary Shares, par value $0.0001 per share, sold in the IPO (the “Public Shares”) with the opportunity
to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder
meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek
shareholder approval of a Business Combination or conduct a tender offer will be made by the Public Shares for a pro rata portion of the
amount then held in the Trust Account. The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will
not be reduced by the deferred underwriting commissions the Company will pay to the underwriters. If the Company seeks shareholder approval,
the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination.
If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons,
the Company will, pursuant to its Amended and Restated Articles of Association (the “Articles of Association”), conduct the
redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer
documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by
law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem the Public
Shares then outstanding in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules.
Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed
transaction. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined
below) have agreed to vote their Founder Shares (as defined below) and any Public Shares purchased during or after the IPO in favor of
a Business Combination. In addition, the initial shareholders have agreed to waive their redemption rights with respect to their Founder
Shares and Public Shares in connection with the completion of a Business Combination. The Articles of Association provides that a Public
Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as
a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)),
will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent
of the Company. The holders of the Founder Shares (the “initial shareholders”) have agreed not to propose an amendment to
the Articles of Association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection
with a Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the
Combination Period (as defined below) or (B) with respect to any other provision relating to shareholders’ rights or pre-initial
Business Combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares
in conjunction with any such amendment. If the Company is unable to complete a Business
Combination within the Combination Period and the Company’s shareholders have not amended the Articles of Association to extend
such Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably
possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the Public Shares then outstanding,
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on
the funds held in the Trust Account and not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest
to pay dissolution expenses) divided by the number of the then outstanding Public Shares, which redemption will completely extinguish
Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject
to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders
and the board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman law to provide
for claims of creditors and the requirements of other applicable law. The initial shareholders have agreed to waive
their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a
Business Combination within the Combination Period. However, if the initial shareholders acquire Public Shares after the IPO, they will
be entitled to liquidating distributions from the Trust if the Company fails to complete a Business Combination within the Combination
Period. The underwriters have agreed to waive their rights to the deferred underwriting commission held in the Trust Account in the event
the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included
with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such
distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account
assets) will be only $10.30. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company
if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services
rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction
agreement (a “Target”), reduce the amount of funds in the Trust Account to below (i) $10.30 per unit or (ii) the lesser amount
per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the
trust assets, in each case net of interest which may be withdrawn to pay taxes, provided that such liability will not apply to any claims
by a third party or Target that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims
under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities
Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against
a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to
reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all
vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses
or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim
of any kind in or to monies held in the Trust Account. Going Concern As of September 30, 2024, the Company had working
capital of $43,305,023. The working capital surplus includes the amount of restricted marketable securities held in the Trust Account,
deferred underwriting fees payable and derivative warrant liabilities, all of which have been classified as current at September 30, 2024.
The Company’s ability to continue operations through the liquidation date is contingent on the payment of the monthly extension
deposit. Working capital deficit would be $(4,783,686) if the line items described above were not included in the working capital calculation.
Cash of $8,670 was held outside of the Trust Account and is available for the Company’s working capital purposes as of September
30, 2024. The Company anticipates that the cash held outside
of the Trust Account as of September 30, 2024 will not be sufficient to allow the Company to operate for at least the next 12 months from
the issuance of these unaudited condensed financial statements, assuming that a Business Combination is not consummated during that time.
Over this time period, the Company will be using the funds held outside of the Trust Account for paying existing accounts payable and
accrued liabilities, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective
target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating
and consummating the Business Combination. These conditions raise substantial doubt about the Company’s ability to continue as a
going concern for a period of time within one year after the date that the unaudited condensed financial statements are issued. Management
plans to address this uncertainty through consummating a business combination. In addition, the Sponsor or an affiliate of the Sponsor,
or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required under
the Working Capital Loans. There is no assurance that the Company’s plans to consummate the Business Combination will be successful
or successful within the Combination Period or that the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers
and directors will loan the Company funds as may be required under the Working Capital Loans. These unaudited condensed financial statements
do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be
necessary should the Company be unable to continue as a going concern. Risks and Uncertainties Global economic conditions have been worsening,
with disruptions to, and volatility in, the credit and financial markets and rising inflation and interest rates in the U.S. If these
conditions persist and deepen, the Company could experience an inability to access additional capital, or our liquidity could otherwise
be impacted. Management continues to evaluate the impact related to rising interest rates and current market condition and has concluded
while it is reasonably possible that these factors could have a negative effect on the Company’s financial position and results
of its operations, the specific impact is not readily determinable as of the date of the unaudited condensed financial statements. The
unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. The credit and financial markets have experienced
extreme volatility and disruptions due to the current conflict between Ukraine and Russia. The conflict is expected to have further global
economic consequences, including but not limited to the possibility of severely diminished liquidity and credit availability, declines
in consumer confidence, declines in economic growth, increases in inflation rates and uncertainty about economic and political stability.
In addition, the United States and other countries have imposed sanctions on Russia, which increases the risk that Russia, as a retaliatory
action, may launch cyberattacks against the United States, its government, infrastructure and businesses. Any of the foregoing consequences,
including those we cannot yet predict, may cause our business, financial condition, results of operations and the price of our ordinary
shares to be adversely affected. |
