Correspondence 0001213900-24-042803 from Patria Latin American Opportunity Acquisition Corp. (PLAO, PLAOU, PLAOW) (CIK 0001849737)
Patria Latin American Opportunity Acquisition Corp. (PLAO, PLAOU, PLAOW) (CIK 0001849737)
Date: May 14, 2024 · CIK: 0001849737 · Accession: 0001213900-24-042803
AI Filing Summary & Sentiment
File numbers found in text: 001-41321
Referenced dates: December 19, 2023, December 28, 2023, May 13, 2024
Show Raw Text
CORRESP
1
filename1.htm
Manuel Garciadiaz
manuel.garciadiaz@davispolk.com
Davis Polk & Wardwell llp
450 Lexington Avenue
New York, NY 10017
May 14, 2024
Re:
Patria
Latin American Opportunity Acquisition Corp.
Preliminary
Proxy Statement on Schedule 14A
Filed
May 6, 2024
File
No. 001-41321
U.S.
Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
100 F Street, N.E.
Washington, D.C. 20549-3628
Attn: Benjamin
Holt
Isabel Rivera
Ladies
and Gentlemen:
On
behalf of Patria Latin American Opportunity Acquisition Corp., a Cayman Islands exempted company (the “Company”),
we are responding to the comments from the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
in the Staff’s letter dated May 13, 2024 (the “Comment Letter”). On May 6, 2024, the Company publicly filed
its Preliminary Proxy Statement on Schedule 14A (the “Preliminary Proxy Statement”). In response to the comments set
forth in the Comment Letter, the Company has amended the Preliminary Proxy Statement and is submitting Amendment No. 1 to the Preliminary
Proxy Statement (“Amendment No. 1”) together with this response letter.
Set
forth below are the Company’s responses to the Staff’s comments. For convenience, the Staff’s comments are repeated
below in italics, followed by the Company’s response to the comments as well as a summary of the responsive actions taken. We have
included page numbers to refer to the location in Amendment No. 1 where the amended language addressing a particular comment appears.
Capitalized terms used but not defined within this letter have the meanings ascribed to them in Amendment No. 1.
Preliminary
Proxy Statement on Schedule 14A filed May 6, 2024
Risk
Factors, page 1
1. We
note your letter dated December 28, 2023, in response to a comment letter dated December
19, 2023, relating to your Form 10-K for the year ended December 31, 2022, where you provided
proposed disclosure that your sponsor is controlled by and has substantial ties with non
U.S. persons and disclosing the accompanying risk of such ties to a potential initial business
combination being subject to review by the Committee on Foreign Investment in the United
States (CFIUS). Please revise your disclosure in the preliminary proxy statement to include
the disclosure proposed in your December 28, 2023 response letter.
Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 4 of Amendment No. 1.
In
the event the Extension Amendment Proposal is approved and we amend our Articles of Association, Nasdaq may delist our securities .
. . , page 3
2. Please
revise to disclose that your proposal to extend your termination date beyond 36 months from
the effectiveness of your initial public offering registration statement does not comply
with Nasdaq listing rules. Describe the risks of your non-compliance, including that your
securities may be subject to suspension and delisting from the Nasdaq Global Market, and
the consequences of any such suspension or delisting.
Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 4 of Amendment No. 1.
*
* *
Please
do not hesitate to contact me at (212)-450-6095 or manuel.garciadiaz@davispolk.com if you have any questions regarding the foregoing
or if I can provide any additional information.
Very
truly yours,
/s/ Manuel Garciadiaz
Manuel Garciadiaz
cc: José
Augusto Gonçalves de Araújo Teixeira, Chief Executive Officer, Patria Latin American Opportunity Acquisition Corp.
May
14, 2024
2