United States securities and exchange commission logo
December 19, 2023
Ana Cristina Russo
Chief Financial Officer
Patria Latin American Opportunity Acquisition Corp.
18 Forum Lane, 3rd floor
Camana Bay, PO Box 757
Grand Cayman, KY1-9006
Re: Patria Latin
American Opportunity Acquisition Corp.
Form 10-K for the
fiscal year ended December 31, 2022
File No. 001-41321
Dear Ana Cristina Russo:
We have reviewed your
filing and have the following comment.
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this letter, we may have additional comments.
Form 10-K for the fiscal year ended December 31, 2022
General
1. With a view toward
disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties
with a non-U.S. person. If so, please revise your disclosure in future
filings to include
disclosure that addresses how this fact could impact your ability to
complete your initial
business combination. For instance, discuss the risk to investors that
you may not be able to
complete an initial business combination with a U.S. target
company should the
transaction be subject to review by a U.S. government entity, such as
the Committee on
Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Disclose
that as a result, the pool of potential targets with which you could
complete an initial
business combination may be limited. Further, disclose that the time
necessary for
government review of the transaction or a decision to prohibit the
transaction could
prevent you from completing an initial business combination and require
you to liquidate.
Disclose the consequences of liquidation to investors, such as the losses
of the investment
opportunity in a target company, any price appreciation in the combined
company, and the
warrants, which would expire worthless. Please include an example of
Ana Cristina Russo
Patria Latin American Opportunity Acquisition Corp.
December 19, 2023
Page 2
your intended disclosure in your response.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Please contact Jeffrey Lewis at 202-551-6216 or Isaac Esquivel at
202-551-3395 if you
have questions regarding comments on the financial statements and related
matters.
FirstName LastNameAna Cristina Russo Sincerely,
Comapany NamePatria Latin American Opportunity Acquisition Corp.
Division of Corporation
Finance
December 19, 2023 Page 2 Office of Real Estate &
Construction
FirstName LastName