United States securities and exchange commission logo
January 21, 2022
Jos Augusto Gon alves de Ara jo Teixeira
Chief Executive Officer
Patria Latin American Growth Opportunity Acquisition Corp.
18 Forum Lane, 3rd Floor
Camana Bay, PO Box 757, KY1-9006
Grand Cayman, Cayman Islands
Re: Patria Latin
American Growth Opportunity Acquisition Corp.
Amendment No. 1 to
Registration Statement on Form S-1
Filed December 27,
2021
File No. 333-254498
Dear Mr. Teixeira:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our April
14, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-1 Filed December 27,
2021
Risk Factors, page 45
1. We note your response
to comment 1. Please provide appropriate cautionary language
regarding your
dependence on, and potential conflict of interests with, Patria Investments
Limited.
"If we consider an initial business combination with an affiliated
entity . . .", page 58
2. We note your disclosure
on page 10 and your corresponding risk factor on page 58 that
states "[i]f our board
of directors is not able to independently determine the fair market
value of the target
business or businesses, or if we are considering an initial business
Jos Augusto Gon alves de Ara jo Teixeira
Patria Latin American Growth Opportunity Acquisition Corp.
January 21, 2022
Page 2
combination with an affiliated entity, such transaction would be subject
to approval by a
majority of our independent and disinterested directors. We would not be
required to
obtain an opinion from a third party firm in such event to address
whether the business
combination is fair to our public shareholders from a financial point of
view. If no
opinion is obtained, our shareholders will be relying on the judgment of
our board of
directors, who will determine fair market value based on standards
generally accepted by
the financial community." Please clarify whether shareholders would be
relying on the
judgment of your full board of directors, or a majority of your
independent and
disinterested directors. Please also clarify whether, in this instance,
the full board of
directors or a majority of your independent and disinterested directors
would be
responsible for determining the fair market value of the target. If
applicable, disclose any
risks related to this approach.
Description of Securities, page 158
3. We note that your risk factor disclosure on page 68 states that pursuant
to your warrant
agreement, the courts of the State of New York or the United States
District Court for the
Southern District of New York are the sole and exclusive forums for
claims that arise
under the Securities Act and that such exclusive forum provision will
not apply to claims
that arise under the Exchange Act. However, your Description of
Securities disclosure on
page 168 is silent with respect to the treatment of claims brought under
the Exchange Act.
Please disclose how Exchange Act claims will be treated. Further, we
note that your Form
of Warrant Agreement, filed as exhibit 4.4 is silent with respect to the
treatment of claims
brought under the Securities Act. Please disclose how Securities Act
claims will be
treated.
You may contact Ta Tanisha Meadows at (202) 551-3322 or Joel Parker at
(202) 551-
3651 if you have questions regarding comments on the financial statements and
related
matters. Please contact Cara Wirth at (202) 551-7127 or Dietrich King at (202)
551-8071 with
any other questions.
Sincerely,
FirstName LastNameJos Augusto Gon alves de Ara jo Teixeira
Division of Corporation
Finance
Comapany NamePatria Latin American Growth Opportunity Acquisition Corp.
Office of Trade &
Services
January 21, 2022 Page 2
cc: Manuel Garciadiaz
FirstName LastName