Commission File Number: 001-39911
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
| (Check One) | ☐ Form 10-K ☒ Form 20-F ☐ Form 11-K ☐ Form 10-Q |
| ☐ Form 10-D ☐ Form N-CSR | |
| For Period Ended: December 31, 2024 | |
| ☐ Transition Report on Form 10-K | |
| ☐ Transition Report on Form 20-F | |
| ☐ Transition Report on Form 11-K | |
| ☐ Transition Report on Form 10-Q | |
| For the Transaction Period ended: _____________________ |
| Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I – REGISTRANT INFORMATION
| Patria Investments Limited |
Full Name of Registrant
|
| N/A |
| Former Name if Applicable |
| 60 Nexus Way, 4th floor, Camana Bay |
| Address of Principal Executive Office (Street and number) |
| Grand Cayman, KY1-9006, Cayman Islands |
| City, State and Zip Code |
PART II – RULES 12b-25(b) and (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
| ☒ | (a) The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
| ☒ | (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
| ☐ | (c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III – NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed with the prescribed time period.
Patria Investments Limited (the “Company”) is filing this Notification of Late Filing on Form 12b-25 with respect to its Annual Report on Form 20-F for its fiscal year ended December 31, 2024 (the “Annual Report”). The Company has determined that it is unable to file its Annual Report within the prescribed time period without unreasonable effort or expense, for the reasons set forth below.
The delay is attributable to the Company’s internal review processes, which have taken longer than anticipated due to significant business combinations closed throughout the year. These transactions necessitated additional time to ensure accurate disclosure of all relevant information in the consolidated financial statements.
The Company is working towards completing the necessary procedures and analyses in order to file its Annual Report as soon as possible.
PART IV – OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification. |
|
Ana Cristina Russo, Chief Financial Officer |
+1 |
345 640 4900 |
| (Name) | (Area Code) | (Telephone Number) |
| (2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such reports been
filed? If answer is no, identify report(s). ☒ Yes ☐ No |
| (3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☐ Yes ☒ No |
PATRIA INVESTMENTS LIMITED
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: | April 30, 2025 | By: | /s/ Alexandre Teixeira de Assumpção Saigh |
| Name: Alexandre Teixeira de Assumpção Saigh | |||
| Title: Chief Executive Officer |
INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.
|
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). |