UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

FORM 20-F

_________________________

(Mark One)

o REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2024

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

o SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report _______________

For the transition period from _______________ to _____________

Commission file number: 001-39911

_________________________

Patria Investments Limited

(Exact name of Registrant as specified in its charter)

_________________________

Not applicable

(Translation of Registrant’s name into English)

Cayman Islands

(Jurisdiction of incorporation or organization)

60 Nexus Way, 4th floor,

Camana Bay, PO Box 757, KY1-9006

Grand Cayman, Cayman Islands

+1 345 640 4900

(Address of principal executive offices)

Ana Cristina Russo, Chief Financial Officer

Tel: +1 345 640 4900

60 Nexus Way, 4 floor,

Camana Bay, PO Box 757, KY1-9006

Grand Cayman, Cayman Islands

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Copies to:

Manuel Garciadiaz

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

Phone: (212) 450-4000

Fax: (212) 450-6858

_________________________

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Class A common shares, par value US$0.0001 per share	PAX	The Nasdaq Global Select Market

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

_________________________

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

The number of outstanding shares as of December 31, 2024 was 60,640,738 Class A common shares and 92,945,430 Class B common shares.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes x      No o

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes o      No x

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x      No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes x      No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	x	Accelerated Filer	o	Non-accelerated Filer	o
				Emerging growth company	o

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.    o

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report:     x

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.    o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b): ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

o U.S. GAAP x International Financial Reporting Standards as issued by the International Accounting Standards Board o Other

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

o Item 17      o Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o      No x

TABLE OF CONTENTS

	Page
Presentation of Financial and Other Information	1
Cautionary Statement Regarding Forward-Looking Statements	4
PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	6
A.    Directors and Senior Management	6
B.    Advisers	6
C.    Auditors	6
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE	6
A.    Offer Statistics	6
B.    Method and Expected Timetable	6
ITEM 3. KEY INFORMATION	6
A.    [Reserved]	6
B.    Capitalization and Indebtedness	6
C.    Reasons for the Offer and Use of Proceeds	6
D.    Risk Factors	7
ITEM 4. INFORMATION ON THE COMPANY	66
A.    History and Development of the Company	66
B.    Business Overview	72
C.    Organizational Structure	106
D.    Property, Plants and Equipment	107
ITEM 4A. UNRESOLVED STAFF COMMENTS	107
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS	107
A.    Operating Results	107
B.    Liquidity and Capital Resources	127
C.    Research and Development, Patents and Licenses, etc.	129
D.    Trend Information	129
E.    Critical Accounting Estimates	129
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	129
A.    Directors and Senior Management	129
B.    Compensation	134
C.    Board Practices	136
D.    Employees	138
E.    Share Ownership	138
F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation	138
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	138
A.    Major Shareholders	138
B.    Related Party Transactions	140
C.    Interests of Experts and Counsel	142

i

ITEM 8. FINANCIAL INFORMATION	142
A.    Consolidated Statements and Other Financial Information	142
B.    Significant Changes	145
ITEM 9. THE OFFER AND LISTING	145
A.    Offer and Listing Details	145
B.    Plan of Distribution	145
C.    Markets	145
D.    Selling Shareholders	145
E.    Dilution	146
F.    Expenses of the Issue	146
ITEM 10. ADDITIONAL INFORMATION	147
A.    Share Capital	147
B.    Memorandum and Articles of Association	147
C.    Material Contracts	163
D.    Exchange controls	163
E.    Taxation	163
F.    Dividends and Paying Agents	167
G.    Statement by Experts	167
H.    Documents on Display	167
I.    Subsidiary Information	167
J.Annual Report to Security Holders	167
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	167
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	168
A.    Debt Securities	168
B.    Warrants and Rights	168
C.    Other Securities	168
D.    American Depositary Shares	168
PART II
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	169
A.    Defaults	169
B.    Arrears and Delinquencies	169
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	169
A.    Material Modifications to Instruments	169
B.    Material Modifications to Rights	169
C.    Withdrawal or Substitution of Assets	169
D.    Change in Trustees or Paying Agents	169
E.    Use of Proceeds	169
ITEM 15. CONTROLS AND PROCEDURES	169
A.    Disclosure Controls and Procedures	169
B.    Management’s Annual Report on Internal Control Over Financial Reporting	169
C.    Attestation Report of the Registered Public Accounting Firm	170
D.    Changes in Internal Control Over Financial Reporting	170

ii

ITEM 16. [RESERVED]	170
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT	170
ITEM 16B. CODE OF ETHICS	170
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES	171
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	171
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	171
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT	172
ITEM 16G. CORPORATE GOVERNANCE	172
ITEM 16H. MINE SAFETY DISCLOSURE	173
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	173
ITEM 16J. INSIDER TRADING POLICIES	173
ITEM 16K. CYBERSECURITY	173
PART III
ITEM 17. FINANCIAL STATEMENTS	176
ITEM 18. FINANCIAL STATEMENTS	176
ITEM 19. EXHIBITS	176
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS	F-1

iii

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

All references to “U.S. dollars,” “dollars” or “$” are to the U.S. dollar. All references to “real,” “reais,” “Brazilian real,” “Brazilian reais,” or “R$” are to the Brazilian real, the official currency of Brazil. All references to “IFRS” are to International Financial Reporting Standards, as issued by the International Accounting Standards Board, or the IASB.

Financial Statements

We maintain our books and records in U.S. dollars, the presentation currency for our financial statements and also our functional currency. See note 5 to our audited consolidated financial statements (as defined below), included elsewhere in this annual report, for more information about our and our subsidiaries functional currency. We prepare our annual consolidated financial statements as of December 31, 2024 and 2023 in accordance with IFRS, as issued by the IASB. Unless otherwise noted, our financial information presented herein for the years ended December 31, 2024, 2023 and 2022 is stated in U.S. dollars, our reporting currency. The consolidated financial information of Patria contained in this annual report is derived from its audited consolidated financial statements as of and for the three years ended December 31, 2024, together with the notes thereto. All references herein to “our financial statements,” “our audited consolidated financial information,” and/or “our audited consolidated financial statements” are to Patria consolidated financial statements included elsewhere in this annual report.

This financial information should be read in conjunction with “Item 5. Operating and Financial Review and Prospects” and our consolidated financial statements, including the notes thereto, included elsewhere in this annual report.

Our fiscal year ends on December 31. References in this annual report to a fiscal year, such as “fiscal year 2024,” relate to our fiscal year ended on December 31 of that calendar year.

Corporate Events

Our operational results and financial information for the historical periods discussed in this annual report do not include the pro forma effects of the corporate transactions summarized below, prior to the transaction date. For detailed descriptions and the financial implications of each, see “Item 4. Information on the Company – A. History and Development of the Company” and Note 5 to our audited consolidated financial statements.

Combination with Moneda Asset Management

On December 1, 2021, we completed our combination with Moneda Asset Management SpA (“Moneda”), a leading asset manager headquartered in Chile. The transaction allowed us to solidify our position as one of the leading credit platforms in Latin America. See “Item 4. Information on the Company—A. History and Development of the Company—Our History—Combination with Moneda Asset Management” for additional information.

Agreement to Partner with Kamaroopin

On December 8, 2021, we announced the launch of a new Growth Equity strategy, anchored by a partnership with Kamaroopin Gestora de Recursos Ltda. (purchased by Pátria Investimentos Ltda.) and Hanuman GP Cayman, LLC (purchased by Patria Finance Ltd.) (collectively “Kamaroopin”). Our partnership was structured in two stages. The first stage included the acquisition of a 40% minority equity stake and the second stage contemplated the acquisition of the remaining 60% (see note 30 to our audited consolidated financial statements). The first tranche of the acquisition of Kamaroopin was signed on December 8, 2021 and closed on February 1, 2022, whereas the second tranche was signed on March 16, 2023 and closed on April 12, 2023. Patria currently owns 100% of Kamaroopin.

Expansion into Venture Capital

On December 1, 2022, we announced the launch of a new venture capital strategy anchored on the acquisition of Igah Partners LLC, PEVC I General Partner IV, Ltd and Igah Carry Holding Ltd., (collectively referred as “Igah Ventures” or “Igah”), one of the pioneers of the sector in Latin America. By expanding our platform to include venture capital, we seek to offer products and solutions throughout the equity investment cycle to address all stages of growth. We believe Igah’s business complements Patria’s existing private equity and growth equity strategies, which are focused on relatively mature companies, by adding investment expertise in startups and early-stage companies.

Patria acquired 100% of Igah Partners LLC and Igah Carry Holding Ltd., and 13.2% of PEVC I General Partner IV, Ltd when the transaction closed in December 2022. On December 23, 2024, we entered into an agreement to acquire an additional 29.72% stake in PEVC I General Partner IV, Ltd. We now hold 42.92% of PEVC I General Partner IV, Ltd.

Patria Latin American Opportunity Acquisition Corp.

On March 14, 2022, Patria Latin American Opportunity Acquisition Corp. (“SPAC”), announced the closing of its initial public offering. The SPAC is a special purpose acquisition company incorporated in the Cayman Islands and sponsored by one of our affiliates, Patria SPAC LLC, for the purpose of effecting a business combination with one or more businesses with a focus in Latin America. The registration statement on Form S-1 (File No. 333-254498) relating to the securities referred to therein and subsequently amended has been filed with the SEC and declared effective on March 9, 2022. For further details, see notes 5, 12(d) and 20(c) to our audited consolidated financial statements.

On June 12, 2023, the SPAC held an extraordinary general meeting of its shareholders (the “2023 Extraordinary General Meeting”). At the 2023 Extraordinary General Meeting, the SPAC shareholders approved amendments to its Amended and Restated Memorandum and Articles of Association to extend the date (the “Termination Date”) by which the SPAC had to consummate an initial business combination from June 14, 2023 (the “Original Termination Date”) to June 14, 2024 (the “Articles Extension Date”), in addition to other proposals. As a result, the SPAC had up to June 14, 2024 to consummate its initial business combination.

On June 12, 2024, the SPAC held another extraordinary general meeting of the SPAC’s shareholders (the “2024 Extraordinary General Meeting”). At the 2024 Extraordinary General Meeting, the SPAC’s shareholders approved the Extension Amendment Proposal to amend, by way of a special resolution, the SPAC’s Articles, as set forth in the Trust Agreement dated as of March 9, 2022 by and between the SPAC and the Trustee, the Termination Date by which the SPAC has to consummate a Business Combination. As a result, the Termination Date could be extended on a monthly basis, for up to fifteen times, from June 14, 2024 (the date which was 27 months from the closing date of the SPAC’s IPO) until no later than September 14, 2025 (the date which would be 42 months from the closing date of the SPAC’s IPO), unless the closing of a Business Combination occurred prior to such date.

On March 10, 2025, the SPAC received a written notice from the Listing Qualifications Department of the Nasdaq Stock Market indicating that the SPAC’s securities would be delisted from the Nasdaq Global Market at the opening of business on March 17, 2025 as it did not complete a business combination within 36 months of the effectiveness of its IPO registration statement. As a consequence of the delisting from Nasdaq, the board of directors is currently actively evaluating alternatives, including the potential for relisting the SPAC’s securities on the OTCQB Market. The board is assessing the applicable eligibility requirements, disclosure obligations, and timing considerations associated with such a transition, with the objective of maintaining trading liquidity and preserving shareholder value.

Patria Real Estate

Acquisition of VBI Real Estate in Brazil

On June 9, 2022, we announced an agreement to acquire VBI Real Estate Gestão de Carteiras S.A. (“VBI Real Estate” or “VBI”) one of the leading independent alternative real estate asset managers in Brazil. The transaction was structured in two stages. The first stage closed on July 1, 2022, and entailed the acquisition of 50% of VBI for a cash consideration, plus the contribution of Patria’s two existing Brazilian REIT vehicles. The second stage was concluded on August 1, 2024, when we exercised our call option and acquired the remaining 50% stake of VBI. As a result, Patria currently owns 100% of VBI.

Acquisition of Credit Suisse’s Real Estate Business in Brazil

On December 6, 2023, we announced that we had entered into an agreement to acquire Credit Suisse Hedging-Griffo’s Real Estate investment funds business unit in Brazil (“CSHG Real Estate”). The transaction closed on March 8, 2024 and the transfer of the last acquired fund was completed on July 22, 2024. This business was combined with VBI to form our Brazilian Real Estate business.

Patria Asset Management ("PAM") - Business Arrangement with Bancolombia in Colombia

On July 5, 2023, we announced that we had entered into a business arrangement with Bancolombia, a leading full-service financial conglomerate incorporated in Colombia, to expand our real estate capabilities into Colombia and leverage our private markets expertise to offer access to alternative investment products to Colombian investors. The transaction closed on November 1, 2023. Patria holds 51% of PAM with the remaining 49% being held by Bancolombia.

Acquisition of Nexus in Colombia

On June 5, 2024, we entered into an agreement to acquire Nexus Capital Partners S.A.S. (“Nexus”), one of the top independent alternative real estate asset managers in Colombia, operating since 2008. The transaction was structured in two stages. The first tranche of the Nexus acquisition was signed on June 5, 2024, and closed on July 16, 2024, whereas the second tranche was signed on July 16, 2024 and closed on August 26, 2024.

Patria Global Private Markets Solutions

On October 16, 2023, we announced an agreement to acquire the carved-out private equity solutions business from abrdn Inc. (“abrdn”), based in Edinburgh, Scotland. The acquisition closed on April 26, 2024. abrdn’s business focuses on primary, secondary, and co-investment middle market private equity investments in both commingled and separately managed account (“SMA”) vehicles, as well as a private equity investment trust listed on the London Stock Exchange. The combination of abrdn’s business with certain of our feeder funds that direct Latin American capital to global private markets, formed a new vertical named Global Private Markets Solutions (“GPMS”). This new vertical both enhances our ability to serve as a gateway for Latin American investors to access global private markets, while expanding our investment footprint into developed markets in the fast-growing alternative solutions market.

Other Corporate Events in Brazil

Business Combination regarding Tria

On April 2, 2024, we closed a transaction to acquire a 66.67% interest in Tria Comercializadora de Energia S.A. (“Tria”). The business combination is a joined effort between Patria and four individuals well respected within the energy sector establishing an energy trading company.

This new separate energy trading company was created to access a high-growth opportunity we see in a fragmented sector with compelling fundamentals. Overtime, our goal is to develop Tria into an asset management business with the intention to raise private credit vehicles to fund power generators and consumers with energy backed contracts.

Transfer of Helius’ Funds

On July 10, 2024, we entered into an agreement with Helius Capital Gestão de Recursos S.A. (“Helius”), a small Brazilian independent asset manager focused on long-biased strategy for the assignment of the management of its funds to Patria. The transaction also involved the hiring of Mr. William Leite as the new portfolio manager of our Public Equities team. The transfer of Helius funds was concluded on September 12, 2024 and the transaction closed on September 13, 2024.

Patria Investments Limited 1

Corporate Structure and Ownership

As of December 31, 2024, we had a total of 153,586,168 common shares issued and outstanding, consisting of 81,900,000 Class B common shares beneficially owned by Patria Holdings, 11,045,430 Class B common shares beneficially owned by entities controlled by certain Moneda partners, and 60,640,738 Class A common shares beneficially owned by our shareholders. See “Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders.”

The following chart shows our corporate structure and equity ownership as of April 30, 2025, after giving effect to our corporate reorganizations, acquisitions and business combinations. This chart is provided for illustrative purposes only and does not show all of the legal entities:

(1)24,437,198 Class B common shares of the 81,900,000 Class B common shares beneficially owned by Patria Holdings Limited are held by SPV PHL, which is a wholly owned subsidiary of Patria Holdings Limited.

(2)References to (A) stand for Class A common shares, (B) stand for Class B common shares, and (*) stand for voting power.

Patria Investments Limited 2

Special Note Regarding Non-GAAP Financial Measures

This annual report presents our Fee Related Earnings and Distributable Earnings information, which are Non-GAAP measures. A Non-GAAP financial measure is generally defined as one that purports to measure financial performance but excludes or includes amounts that would not be so adjusted in the most comparable IFRS measure.

Fee Related Earnings

Fee Related Earnings (“FRE”), is a performance measure used to assess our ability to generate profits from revenues that are measured and received on a recurring basis. FRE is calculated as management, incentive, and other ancillary fees, net of rebates and related taxes, less personnel and administrative expenses, adjusted for brand amortization, and amortization of placement agents fees, excluding the impacts of equity-based compensation, carried interest allocation, deferred and contingent consideration, transaction costs, and nonrecurring expenses. FRE includes base compensation (salaries and wages) in fixed amounts and variable compensation in the form of discretionary cash bonuses, which are awarded based on each individual’s performance upon consideration of a number of qualitative and quantitative factors. Incentive fees are realized performance-based fees earned by certain funds when the returns for such funds surpass the relevant benchmark over a specified time horizon. Such incentive fees are included in FRE because they represent a source of revenues that is measured and received on a recurring basis and is not dependent on realization events from the underlying investments, although the amount of incentive fees may fluctuate based on the performance of the funds relative to the relevant benchmark.

The table below presents more information on our FRE:

	For the Years Ended December 31
	2024	2023	2022	Change 2024/2023	Change 2023/2022
	(in US$ millions)
Revenue from management fees(1)	292.4	245.6	220.6	46.8	25.0
Revenue from incentive fees	13.8	4.1	6.1	9.7	(2.0)
Other Fee Revenues	10.4	2.7	4.2	7.7	(1.5)
Taxes on revenues	(6.5)	(5.0)	(3.7)	(1.5)	(1.3)
Rebate fees	(9.3)	—	—	(9.3)	—
Personnel expenses(2)	(138.5)	(125.1)	(103.9)	(13.4)	(21.2)
(-) Long-term employee benefit (3)	20.2	14.6	3.5	5.6	11.1
(-) Carried interest allocation(4)	20.9	25.3	10.2	(4.4)	15.1
(-) Deferred and contingent consideration	11.2	23.0	24.4	(11.8)	(1.4)
(-) Other transaction costs	3.7	2.2	0.5	1.5	1.7
Amortization of intangible assets(6)	(1.5)	(0.8)	(0.4)	(0.7)	(0.4)
Administrative expenses	(45.1)	(38.1)	(30.8)	(7.0)	(7.3)
(-) Rebate fees	—	6.5	3.9	(6.5)	2.6
(-) SPAC expenses and transaction costs	1.1	1.1	0.8	—	0.3
Placement fees amortization and rebates	(2.7)	(8.4)	(5.3)	5.7	(3.1)
Fee Related Earnings (FRE)	170.1	147.7	130.0	22.4	17.7

Note: For our non-GAAP financial measures, we reflect the results attributable for controlling owners to include our exposure from our ownership stake on each line item.

(1)Revenue from management fees consist of fee revenue from managing an investment fund in our portfolio, which are calculated as a fixed percentage over the committed capital and/or the deployed capital for each one of the investment funds following the relevant limited partnership agreement (“LPA”), or private placement memorandum, (“PPM”). Such revenue increased from prior year due to (a) management fees earned by acquired businesses and (b) management fee revenue commencing in 2023 from newly launched investment fund Private Equity Fund VII.

(2)Personnel expenses consist of (1) fixed compensation costs comprised of salaries and wages, (2) variable compensation costs including partners and employee rewards, bonuses and profit sharing, (3) social security contribution and payroll taxes and (4) other short- and long-term benefits. The increase is mainly a result of the acquired businesses.

(3)Long-term employee benefits consist of the equity-based compensation and long term employee benefits, including Officers’ Fund tracking shares, IPO’s share-based incentive plan, and legacy strategic bonus from acquired business.

(4)Carried interest allocation refers to our employees’ right to up to 35% of the performance fees recognized from investments funds. As of December 31, 2024, we had a payable balance of US$ 37.3 million (US$ 5.4 million non-current), primarily related to performance fees recognized from Patria Infrastructure Fund III.

(5)Deferred and contingent consideration consists of consideration expected to be paid to former shareholders of Moneda and CSHG Real Estate in exchange for future services as employees. We account for this consideration as a compensation expense as the employees render services. For the year ended December 31, 2024, US$11.2 million was recognized as an expense.

(6)Amortization of software.

We believe FRE is useful to investors because it provides additional insight into the operating profitability of our business and our ability to cover direct base compensation and operating expenses from total fee revenues. FRE is derived from and reconciled to, but not equivalent to, its most directly comparable IFRS measure of income before income tax. See “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Non-GAAP Financial Measures and Reconciliations—Fee Related Earnings (FRE)” for our reconciliation of FRE. For further information on why our management chooses to use these Non-GAAP financial measures, and on the limits of using these Non-GAAP financial measures, please see “Presentation of Financial and Other Information—Special Note Regarding Non-GAAP Financial Measures.”

Distributable Earnings

Distributable Earnings (“DE”), is used to assess our performance and capabilities to distribute dividends to shareholders and reinvest in the company. DE is calculated as FRE less current income tax expense, plus net realized performance fees, net financial income/(expenses), and other income/(expenses) adjusted to exclude IPO related expenses, transaction costs, including changes to deferred and contingent considerations, gross obligation, options, warrants, SPAC’s results, share of equity-accounted earnings, and other non-recurring expenses. DE is derived from and reconciled to, but not equivalent to, its most directly comparable IFRS measure of net income. See “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Non-GAAP Financial Measures and Reconciliations—Distributable Earnings (DE)” for our reconciliation of DE.

The following table presents more information on our DE:

	For the Years Ended December 31,
	2024	2023	2022	Change 2024/2023	Change 2023/2022
	(in US$ millions)
Fee Related Earnings (FRE)	170.1	147.7	130.0	22.4	17.7
Revenue from performance fees	62.7	74.1	30.4	(11.4)	43.7
Taxes on revenue—performance fees	(0.4)	(1.4)	(1.2)	1.0	(0.2)
Carried interest allocation	(20.9)	(25.3)	(10.2)	4.4	(15.1)
Other income/(expenses)	(50.4)	(18.6)	(9.3)	(31.8)	(9.3)
Other transaction costs	30.2	9.5	6.7	20.7	2.8
Deferred and contingent consideration	21.7	(8.6)	(11.6)	30.3	3.0
SPAC expenses and transaction costs	—	6.2	10.6	(6.2)	(4.4)
Gross obligation - unwinding	(3.1)	11.7	3.5	(14.8)	8.2
Net financial income/(expense)	(20.6)	(1.6)	8.1	(19.0)	(9.7)
Derivative financial instruments	5.8	3.2	(3.2)	2.6	6.4
Share of equity-accounted earnings	(0.3)	(0.1)	(2.3)	(0.2)	2.2
Unrealized financial (income) / expenses	5.6	(0.9)	2.2	6.5	(3.1)
Other financing cost	1.9	—	0	1.9	—
Current income tax expense	(13.1)	(9.6)	(6.5)	(3.5)	(3.1)
Distributable Earnings (DE)	189.2	186.3	147.1	2.9	39.2

Note: For our non-GAAP financial measures, we reflect the results attributable for controlling owners to include our exposure from our ownership stake on each line item.

FRE and DE are measures of profitability and have certain limitations in that they do not take into consideration certain items included under IFRS. Such measures may not be comparable to similarly titled measures used by other companies and is not a measure of performance calculated in accordance with IFRS. FRE and DE should not be considered in isolation or as a substitute for net income or other income data prepared in accordance with IFRS. The use of such measures without consideration of related IFRS measures is not adequate due to the adjustments described above. Our management compensates for these limitations by using FRE and DE as supplemental measures to IFRS results, to provide a more complete understanding of our performance as management measures it. A reconciliation of FRE and DE to their respective most directly comparable IFRS measure of net income before income tax can be found in “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Non-GAAP Financial Measures and Reconciliations.” For further information on why our management chooses to use these Non-GAAP financial measures, and on the limits of using these Non-GAAP financial measures, please see “Presentation of Financial and Other Information—Special Note Regarding Non-GAAP Financial Measures.”

Certain Terms Used in this Annual Report as KPIs to Measure Operating Performance

Assets Under Management, ("AUM") refers to the total capital funds managed by us plus the investments directly made by others in the invested companies when offered by us as co-investments. In general, our AUM equals the sum of (i) the fair value of the investments of each one of the funds and co-investments; and (ii) unfunded capital, which is the difference between committed and called capital. The Net asset value (“NAV”), equals total assets minus total liabilities. Committed capital corresponds to the amount which investors have agreed to contribute to an investment fund. Called capital corresponds to the portion of the committed capital called by the fund to make investments or cover expenses, such as management fees.

Our AUM measure includes assets for which we charge nominal or no fees, and is intended to reflect the overall size of our business and products. This definition of AUM is not derived from any specific provisions in our operating agreement or fund management agreements. Due to variations in investment strategies and organizational structures across alternative investment managers, our AUM calculation may differ from those used by others. As a result, this measure may not be directly comparable to similar metrics presented by other firms. We believe our AUM measure provides valuable insight by highlighting our capital raising activities efforts and the growth trajectory of our business. It illustrates the evolution of our business in terms of size, products, and revenue generating potential, particularly when analyzed by product category.

Fee earning assets under management ("FEAUM") is measured as the total capital managed by us on which we derive management fees at a given time. Management fees are based on NAV adjusted cost of all unrealized portfolio investments, capital commitments, or invested capital plus reserved capital (if applicable), each as defined in the applicable management agreement.

Our Net Accrued Performance Fees balance, as of the reporting date, reflects the amount Patria would receive as realized performance fees net of related compensation and revenue taxes if all eligible funds were fully divested at their marks/valuations at the same reporting date.

Market Share and Other Information

This annual report contains data related to economic conditions in the market in which we operate. The information contained in this annual report concerning economic conditions is based on publicly available information from third-party sources that we believe to be reasonable. Market data and certain financial services industry forecast data used in this annual report were obtained from internal reports and studies, where appropriate, as well as estimates, market research, publicly available information (including information available from the United States Securities and Exchange Commission website) and financial services industry publications. We obtained the information included in this annual report relating to the industry in which we operate, as well as the estimates concerning market shares, through internal research, public information and publications on the financial services industry prepared by official public sources, such as the Brazilian Central Bank, the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários) (“CVM”), the Brazilian Institute for Geography and Statistics (Instituto Brasileiro de Geografia e Estatística) (“IBGE”), the Brazilian Power Research Company (Empresa de Pesquisa Energetica), the Brazilian Association of Food Industries (Associação Brasileira da Indústria de Alimentos), the Bank for International Settlements, DERA/SEC, the Center for Advanced Studies on Applied Economics (Centro de Estudos Avançados em Economia Aplicada) (“CEPEA”), the Luiz de Queiroz Agriculture College (Escola Superior de Agricultura Luiz de Queiroz) (“ESALQ”), the Federal Reserve, the International Monetary Fund, the Brazilian Superintendence of Private Insurance (Superintendência de Seguros Privados) (“SUSEP”), the Organization for Economic Co-operation and Development (“OECD”), the World Bank, as well as private sources, such as the Alternative Credit Council, the Brazilian stock exchange (B3 S.A.—Brasil, Bolsa, Balcão) (“B3”), Bain & Company, Boston Consulting Group (“BCG”), Brian & Company, CAIA Association, Cambridge Associates, Campden Wealth, the Economist Intelligence Unit (“EIU”), Ernst & Young (“EY”), the Financial Times newspaper, Greenhill, Hamilton Lane, ILOS—Logistics and Supply Chain Specialists, KPMG, McKinsey, Morningstar, Morgan Stanley, Oliver Wyman, Platform research, Preqin, PricewaterhouseCoopers (“PwC”), Reuters, The Bertelsmann Stiftung’s Transformation Index, or (“BTI”), the Brazilian Private Equity and Venture Capital Association (Associação Brasileira de Private Equity e Venture Capital), or (“ABVCAP”), the Brazilian Financial and Capital Markets Association (Associação Brasileira das Entidades dos Mercados Financeiro e de Capitais), or (“ANBIMA”), the Brazilian Association of Pension Funds (Associação Brasileira das Entidades Fechadas de Previdência Complementar), or (“ABRAPP”), the Brazilian Economic Institute of Fundação Getulio Vargas (Instituto Brasileiro de Economia da Fundação Getulio Vargas), or (“FGV/IBRE”) among others.

Market data used throughout this annual report is based on management’s knowledge of the industry and the good faith estimates of management. All of management’s estimates presented are based on industry sources, including analyst reports and management’s knowledge. We also relied, to the extent available, upon management’s review of independent industry surveys and publications prepared by a number of sources and other publicly available information. We are responsible for all of the disclosure in this annual report, and we believe that each of the publications, studies and surveys used throughout this annual report are prepared by reputable sources and are generally reliable, though we have not independently verified market and industry data from third-party sources. None of the publications, reports or other published industry sources referred to in this annual report were commissioned by us or prepared at our request. We have not sought or obtained the consent of any of these sources to include such market data in this annual report. All of the market data used in this annual report involves a number of assumptions and limitations and therefore is inherently uncertain and imprecise, and you are cautioned not to give undue weight to such estimates. Projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Item 3. Key Information—D. Risk Factors” in this annual report. These and other factors could cause results to differ materially from those expressed in our estimates and beliefs and in the estimates prepared by independent parties.

Rounding

We have made rounding adjustments to some of the figures included in this annual report. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that preceded them.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This annual report contains statements that constitute forward-looking statements. Many of the forward-looking statements contained in this annual report can be identified by the use of forward-looking words such as “anticipate,” “believe,” “could,” “expect,” “should,” “plan,” “intend,” “estimate” and “potential,” among others.

Forward-looking statements appear in a number of places in this annual report and include, but are not limited to, statements regarding our intent, belief or current expectations. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statements due to various factors, including, but not limited to, those identified under the section entitled “Item 3. Key Information—D. Risk Factors” in this annual report. These risks and uncertainties include factors relating to:

•general economic, financial, political, demographic and business conditions in the jurisdictions in which we operate and conduct our activities, as well as any other macroeconomic factors in the countries we may serve in the future and their impact on our business;

•general economic, financial, political, demographic and business conditions in Europe, with respect to the conflict between Russia and Ukraine, the Middle East, with respect to the conflict between Israel and Hamas, and elsewhere where military action occurs, which may result in, among other things, global security issues that may adversely affect international business and economic conditions, and economic sanctions which may impact the global economy;

•fluctuations in exchange rates, interest and inflation in Latin America, in Europe and any other countries we may serve in the future;

•our ability to find suitable assets for investment;

•our ability to manage operations at our current size or manage growth effectively;

•our ability to successfully expand in Latin America, in Europe and other new markets;

•the fact that we will rely on our operating subsidiaries to provide us with distributions to fund our operating activities, which could be limited by law, regulation or otherwise;

•our ability to arrange financing and maintain sufficient levels of cash flow to implement our expansion plan;

•our ability to adapt to technological changes in the financial services sector;

•the availability of qualified personnel and the ability to retain such personnel;

•our capitalization and our funds’ and portfolio companies’ level of indebtedness;

•the interests of our controlling shareholders;

•changes in the laws and regulations applicable to the private investment market in countries in Latin America, in Europe, and in the other countries we operate;

•climate change and our ability to assess the climate related risks we face, as well as those applicable to the funds under our management;

•macroeconomic and political conditions in countries in Latin America, the implementation of tariffs, disruptions in trade with China, the United States, in Europe or other countries, tax reform and natural disasters such as earthquakes and floods in the region;

•risk associated with our international operations;

•our ability to compete and conduct our business in the future;

•changes in our businesses;

•government interventions, resulting in changes in the economy, taxes, rates or regulatory environment;

•our ability to effectively market and maintain a positive brand image;

•the availability and effective operation of management information systems and other technology;

•our ability to comply with applicable cybersecurity, privacy and data protection laws and regulations;

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•changes in client demands and preferences and technological advances, and our ability to innovate to respond to such changes;

•our ability to attract and maintain the services of our senior management and key employees;

•the impact of an outbreak. pandemics, epidemics and similar crises, on general economic and business conditions in Latin America, in Europe and globally, and any restrictive measures imposed by governmental authorities in response thereto;

•changes in labor, distribution and other operating costs;

•our compliance with, and changes to, government laws, regulations and tax matters that currently apply to us

•other factors that may affect our financial condition, liquidity and results of operations; and

•other risk factors discussed under “Item 3. Key Information—D. Risk Factors.”

Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update them in light of new information or future developments or to release publicly any revisions to these statements in order to reflect later events or circumstances or to reflect the occurrence of unanticipated events.

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PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

A.    Directors and Senior Management

Not applicable.

B.    Advisers

Not applicable.

C.    Auditors

Not applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

A.    Offer Statistics

Not applicable.

B.    Method and Expected Timetable

Not applicable.

ITEM 3. KEY INFORMATION

A.    [Reserved]

B.    Capitalization and Indebtedness

Not applicable.

C.    Reasons for the Offer and Use of Proceeds

Not applicable.

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D.    Risk Factors

Summary of Risk Factors

An investment in our Class A common shares is subject to a number of risks, including risks relating to our business and industry, risks relating to the countries in which we operate, activities of the funds managed and their portfolio companies, and risks relating to our Class A common shares. The following list summarizes some, but not all, of these risks. Please read the information in the section entitled “Detailed Risk Factors” for a more thorough description of these and other risks.

Certain Factors Relating to Our Business and Industry

•Difficult market and geopolitical conditions can adversely affect our business in many ways, each of which could materially reduce our revenue, earnings and cash flow and adversely affect our financial prospects and condition. We may need to reduce our fixed costs and other expenses in order to maintain profitability, including by cutting back or eliminating the use of certain services or service providers, or terminating the employment of a significant number of our personnel that, in each case, could be important to our business and without which our operating results could be adversely affected.

•A period of economic slowdown, which may be across one or more industries, sectors or geographies, could contribute to adverse operating performance for certain of our funds’ investments, which would adversely affect our operating results and cash flows. To the extent global markets enter a period of slower growth relative to recent years, such period of economic slowdown (which may be across one or more industries, sectors or geographies), may contribute to poor financial results at our funds’ portfolio companies, which may result in lower investment returns for our funds.

•An increase in interest rates and other changes in the debt financing markets could negatively impact the ability of our funds and their portfolio companies to obtain attractive financing or refinancing and could increase the cost of such financing if it is obtained, which could lead to lower-yielding investments and potentially decrease our net income. If our funds and other vehicles are unable to obtain committed debt financing for potential investments and acquisitions, or can only obtain debt financing at an increased interest rate or on unfavorable terms or if the ability to deduct corporate interest expense is substantially limited, our funds may face increased competition from strategic buyers of assets who may have an overall lower cost of capital or the ability to benefit from a higher amount of cost savings following an acquisition, or may have difficulty completing otherwise profitable acquisitions or may generate profits that are lower than would otherwise be the case, each of which could lead to a decrease in our revenues.

•If we cannot make the necessary investments to keep pace with rapid developments and change in our industry, the use of our services could decline, reducing our revenues. The revenues that we earn are driven in part by the pace at which our funds make investments and the size of those investments, and a decline in the pace or the size of such investments may reduce our revenues. The market environment for private equity transactions, for example, recently has been and continues to be characterized by relatively high prices, which can make the deployment of capital more difficult.

•Our revenue, earnings, net income and cash flow can all vary materially and be volatile from time to time, which may make it difficult for us to achieve steady earnings growth on a quarterly basis and may cause the price of our Class A common shares to decline. Achieving steady growth in net income and cash flow on a quarterly basis may be difficult, which could in turn lead to large adverse movements or general increased volatility in the price of our Class A common shares.

•In addition to traditional physical and transitional risks, climate change can create other risks that are gaining increasing social, regulatory, economic and political relevance globally. Our efforts may not be successful in mitigating the climate-related risks arising from the increased focus, pace, breadth, and depth of regulatory expectations requiring implementation in short time frames across multiple jurisdictions and from changes in public policy, laws, and regulations of climate change and related environmental sustainability matters which could affect investments made by our funds.

•The occurrence of a natural disaster, widespread health epidemic, pandemics or other outbreaks could adversely impact the performance of investments made by managed funds, as well as the results of operations causing a slowdown in capital raising, capital deployment and realization activity.

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•Our success depends on retaining skilled senior executives and key personnel, as their expertise, reputation, and business relationships are crucial for investment performance, asset management, and growth. Losing them could negatively impact revenue, profitability, and operational continuity. Cybersecurity threats, system failures, and regulatory risks could jeopardize our operations, financial stability, and reputation, impacting confidential data, investment security, and compliance efforts.

•Cybersecurity threats, system failures, and regulatory risks could jeopardize our operations, financial stability, and reputation, impacting confidential data, investment security, and compliance efforts.

Certain Factors Relating to the Countries in Which We Operate

•Governments have a high degree of influence in Brazil, Chile, Colombia, and in other economies in which we operate. The effects of this influence and political and economic conditions could harm us and the trading price of our Class A common shares. In addition, recent economic and political instability in Brazil, Chile, and Colombia in general has led to a negative perception of these economies and higher volatility in the securities markets, which also may adversely affect us and our Class A common shares.

•Developments and the perceptions of risks in emerging market countries, the United States, Europe, or other regions may harm the economies of countries in which we operate and affect the trading price of our Class A common shares. Crises and political instability in these regions, including increased international trade tensions and protectionist policies, could decrease investor demand for securities offered by companies like ours, including our Class A common shares.

•The ongoing economic uncertainty and political instability in Brazil may harm us and the price of our Class A common shares. Brazil’s political environment has historically influenced, and continues to influence, the performance of the country’s economy. Political crises have affected and continue to affect the confidence of investors and the general public, which have historically resulted in economic deceleration and heightened volatility in the securities offered by companies with significant operations in Brazil.

•Inflation and government measures to curb inflation may adversely affect the economies and capital markets in some of the countries in which we operate, and as a result, harm our business and the trading price of our Class A common shares. In the past, high levels of inflation have adversely affected the economies and financial markets of some of the countries in which we operate, particularly Argentina and Brazil, and the ability of their governments to create conditions that stimulate or maintain economic growth.

•Exchange rate instability may have adverse effects on the economies of the countries in which we operate, our business and the trading price of our Class A common shares. Governments in Latin America have implemented various economic plans and used various exchange rate policies, including sudden devaluations, periodic mini-devaluations (during which the frequency of adjustments has ranged from daily to monthly), exchange controls, dual exchange rate markets and a floating exchange rate system.

Certain Factors Relating to Our Class A Common Shares

•Patria Holdings owns the majority of our issued and outstanding Class B common shares in addition to some Class A common shares, which together represent approximately 82.4% of the voting power of our issued share capital, and controls all matters requiring shareholder approval. Patria Holdings’ ownership and voting power limits your ability to influence corporate matters.

•The dual class structure of our share capital has the effect of concentrating voting control with Patria Holdings; this will limit or preclude your ability to influence corporate matters. Due to the ten-to-one voting ratio between our Class B and Class A common shares, Patria Holdings, the beneficial owner of the majority of our Class B common shares, controls the voting power of our common shares and therefore will be able to control all matters submitted to our shareholders so long as the total voting power of the issued and outstanding Class B common shares is at least 10% of the total voting power of shares outstanding.

•We are a Cayman Islands exempted company with limited liability. The rights of our shareholders, including with respect to fiduciary duties and corporate opportunities, may be different from the rights of shareholders governed by the laws of U.S. jurisdictions. In particular, as a matter of Cayman Islands law, directors of a Cayman Islands company owe fiduciary duties to the company and, separately, a duty of care, diligence and skill to the company.

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Detailed Risk Factors

Certain Factors Relating to Our Business and Industry

Difficult market and geopolitical conditions can adversely affect our business in many ways, each of which could materially reduce our revenue, earnings and cash flow and adversely affect our financial prospects and condition.

Our business is materially affected by financial market and economic conditions and events throughout the world that are outside our control. We may not be able to or may choose not to manage our exposure to these conditions and/or events. Such conditions and/or events can adversely affect our business in many ways, including by reducing the ability of our funds to raise or deploy capital, reducing the value or performance of the investments made by our funds and making it more difficult to fund opportunities for our funds to exist and realize value from existing investment. This could in turn materially reduce our revenue, earnings and cash flow and adversely affect our financial prospects and condition. In addition, in the face of a difficult market or economic environment, we may need to reduce our fixed costs and other expenses in order to maintain profitability, including by cutting back or eliminating the use of certain services or service providers, or terminating the employment of a significant number of our personnel that, in each case, could be important to our business and without which our operating results could be adversely affected. A failure to manage or reduce our costs and other expenses within a time frame sufficient to match any decrease in profitability would adversely affect our operating performance.

Turmoil in the global financial markets driven by factors such as rising interest rates, inflation, and events such as the recent COVID-19 pandemic can provoke significant volatility of equity and debt securities prices. This can have a material and rapid impact on our mark-to-market valuations, particularly with respect to our public holdings and credit investments. As publicly traded equity securities may represent a proportion of the assets of many of our carry funds, stock market volatility, including a sharp decline in the stock market may adversely affect our results, including our revenues and net income. In addition, our public equity holdings have at times been concentrated in a few positions, thereby making our unrealized mark-to-market valuations particularly sensitive to sharp changes in the price of any of these positions. Further, although the equity markets are not the only means by which we exit investments, should we experience another period of challenging equity markets, our funds may experience increased difficulty in realizing value from investments.

Certain trends and conditions in financial markets may influence our ability to raise new capital which may negatively impact our growth in AUM and Revenues. For example, the direction of interest rates in individual countries may impact the level of demand from local investors for certain investment products. In periods of higher interest rates, it may be more difficult for us to raise new capital in strategies targeting local investors. Likewise changes in the actual or target asset allocations of our investors, driven by factors such as a sudden drop to public equity markets or adjustments to risk profiles, could temporarily or permanently impact their ability to make new commitments to our funds.

Geopolitical concerns and other global events, including, without limitation, trade conflict, national and international political circumstances (including wars, terrorist acts or security operations) and pandemics or other severe public health events, have contributed and may continue to contribute to volatility in global equity and debt markets. The past few years brought significant geopolitical concerns, including, among other things, continued trade tensions, most notably between China and the U.S., resulting from the implementation of tariffs by the U.S. and retaliatory tariffs by other countries on the U.S., ongoing hostilities in the Middle East and the possibility of their escalation, political tension and uncertainty in Latin America and the wars between Russia and Ukraine and between Israel and Hamas. Such concerns have contributed and may continue to contribute to volatility in global equity and debt markets.

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The U.S. government has indicated its intent to adopt a new approach to trade policy and in some cases to renegotiate, or potentially terminate, certain existing bilateral or multi-lateral trade agreements. It has also initiated or is considering the imposition of tariffs on certain foreign goods. Changes in U.S. trade policy could result in other countries adopting responsive trade policies, which could affect us and the businesses of the portfolio companies of the funds we manage. In that connection, certain countries subject to those changes have expressed an intent to impose similar measures in return. We cannot predict future trade policy or the terms of any renegotiated trade agreements and their impact on our business. The adoption and expansion of trade restrictions, the occurrence of a trade war, or other governmental action related to tariffs or trade agreements or policies has the potential to adversely impact the global economy, which in turn could adversely impact our business, financial condition and results of operations.

In addition to the factors described above, other factors described herein may affect market, economic and geopolitical conditions, and thereby adversely affect our business include, without limitation:

•economic slowdown;

•changes in interest rates and/or a lack of availability of credit;

•commodity price volatility;

•foreign exchange volatility;

•public health crises; and

•changes in law and/or regulation, and uncertainty regarding government and regulatory policy.

A period of economic slowdown, which may be across one or more industries, sectors or geographies, could contribute to adverse operating performance for certain of our funds’ investments, which would adversely affect our operating results and cash flows.

We have experienced buoyant markets and positive economic conditions in certain markets. Although such conditions have increasingly made it more difficult and competitive to find suitable capital deployment opportunities for our funds, they may also contribute to positive operating performance at our funds’ portfolio companies. To the extent global markets enter a period of slower growth relative to recent years, such period of economic slowdown (which may be across one or more industries, sectors or geographies), may contribute to poor financial results at our funds’ portfolio companies, which may result in lower investment returns for our funds. For example, periods of economic weakness have in the past and may in the future contribute to a decline in commodity prices and/or volatility in the oil and natural gas markets, each of which would have an adverse effect on our energy investments. The performance of our funds’ portfolio companies would also likely be negatively impacted if pressure on wages and other inputs increasingly pressure profit margins. To the extent the performance of those portfolio companies (as well as valuation multiples) does not improve, our funds may sell those assets at values that are less than we projected or even a loss, thereby significantly affecting those investment funds’ performance. In addition, as the governing agreements of our funds contain only limited requirements regarding diversification of fund investments (by, for example, sector or geographic region), during periods of economic slowdown in certain sectors or regions, the impact on our funds may be exacerbated by concentration of investments in such sector or region. As a result, our ability to raise new funds, as well as our operating results and cash flows could be adversely affected.

In addition, during periods of weakness, our funds’ portfolio companies may also have difficulty expanding their businesses and operations or meeting their debt service obligations or other expenses as they become due, including expenses payable to us. Furthermore, such negative market conditions could potentially result in a portfolio company entering bankruptcy proceedings, thereby potentially resulting in a complete loss of the fund’s investment in such portfolio company and a significant negative impact to the investment fund’s performance and consequently to our operating results and cash flow, as well as to our reputation. In addition, negative market conditions would also increase the risk of default with respect to investments held by our funds that have significant debt investments, such as our credit-focused funds.

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The ongoing military conflicts between Russia and Ukraine and Israel and Hamas may have repercussions on the world’s geopolitical and economic scenarios.

The ongoing military conflict between Russia and Ukraine has provoked strong reactions from the United States, the U.K., the EU and various other countries around the world, including from the members of the North Atlantic Treaty Organization, or (“NATO”). Following Russia’s invasion of Ukraine beginning on February 24, 2022, the United States, the U.K., the EU and other countries announced broad economic sanctions against Russia, including financial measures such as freezing Russia’s central bank assets, limiting its ability to access its dollar reserves, the U.S., the EU and the U.K. have also banned people and businesses from dealings with the Russian central bank, its finance ministry and its wealth funds, selected Russian banks will also be removed from Swift messaging system, which enables the smooth transfer of money across borders. Other sanctions by the U.K. include major Russian banks from the U.K. financial system, stopping them from accessing sterling and clearing payments, preventing major Russian companies and the country from raising finances or borrowing money on the U.K. markets, and establishing limits on deposits Russians can make at U.K. banks. The U.S., the EU and the U.K. adopted personal measures, such as sanctions on individuals with close ties to Mr. Putin, and placed visa restrictions on several oligarchs, as well as their family members and close associates, and froze their assets.

While the precise effect of the ongoing armed conflict and these sanctions on the Russian and global economies remains uncertain, should tensions continue to increase, markets may face continued volatility as well as economic and security consequences including, but not limited to, supply shortages of different kinds, increases in prices of commodities, including piped gas, oil and agricultural goods, among others. Given that Russia and Ukraine are among the largest grain exporters in the world, impacts on financial markets, inflation, interest rates, unemployment and other matters could affect the global economy.

In October 2023, the state of Israel was the target of an attack by the terrorist group Hamas, which led to the death of a number of civilians. As a result, Israel declared war on Hamas and conflicts commenced in Israel and the Gaza strip. The conflict is still ongoing, some world leaders have declared support to Israel, including through the commitment of funds and military personnel and capabilities. It is unclear whether the conflict and its underlying uncertainties will be contained or resolved in the near future, and what effects they may have on the global political and economic conditions in the medium and long term.

Other potential consequences include, but are not limited to, growth in the number of popular uprisings in the affected regions, increased political discontent, especially in the regions most affected by the conflict or economic sanctions, an increase in cyberterrorism activities and attacks, exodus to regions close to the areas of conflict and an increase in the number of refugees fleeing across Europe, among other unforeseen social and humanitarian effects and potential crisis.

As a company that operates globally, the adverse effects — global or localized — of the ongoing conflicts, and/or economic sanctions and import and/or export controls imposed by the United States, the U.K., the EU or others, could materially affect our operations, expansion plans, and ultimately our results. See “— We are subject to anti-corruption, anti-bribery, anti-money laundering and sanctions laws and regulations in Brazil, Chile, the United States, the United Kingdom, Colombia, the Cayman Islands and in the various countries where we operate. Violations of any such laws or regulations could have a material adverse impact on our reputation and results of operations and financial condition.”

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We may, in our sole discretion, decrease the percentage or amount of fees paid by the funds directly or indirectly to us, or even fully waive the payment of such fees for a determined period of time or until the maturity of our funds. If we determine to decrease or waive such fees or otherwise alter our current fee structure, our profit margins and results of operations could be adversely affected.

Our profit margins and net income are dependent in significant part on our ability to maintain current fee levels for the products and services that our asset managers offer, and in particular, on our funds’ receipt of asset and performance-based fees, which may vary substantially from year to year. There has been a trend toward lower fees in many segments of the asset management industry, there is fee pressure in many portions of the active equity and fixed income industry, driven in part by inflows into low-fee passive asset management products, and we face continued market pressure with respect to fee levels for many products. In addition, in the ordinary course of our business, we may, in our sole discretion, decrease the percentage or amount of fees paid by our funds directly or indirectly to us, and may also fully waive the payment of such fees, or limit total expenses, on certain products or services for a determined period of time or until the maturity of our funds, to manage fund expenses, or for other reasons, and to help retain or increase managed assets. Although we have no obligation to modify any of our fees with respect to our existing funds, we have experienced and may continue to experience pressure to do so. More recently, institutional investors have been increasing pressure to reduce management and investment fees charged by external managers, whether through direct reductions, deferrals, rebates or other means. In addition, we may be asked by investors to waive or defer fees for various reasons, including during economic downturns or as a result of poor performance of our funds. No assurances can be given that we will be able to maintain our current fee structure. Competition could lead to our asset managers reducing the fees that they charge their clients for products and services. See “—The asset management business is subject to substantial and increasingly intense competition.” In addition, our asset managers may be required to reduce their fee levels, or restructure the fees they charge, because of, among other things, regulatory initiatives or proceedings that are either industry-wide or specifically targeted, or court decisions. A reduction in the fees that our asset managers charge for their products and services will reduce our revenues and could reduce our net income. These factors also could inhibit our ability to increase fees for certain products.

Our AUM can generate very different revenues per dollar of managed assets based on factors such as the type of asset managed (alternative assets and equity assets generally produce greater revenues than fixed income assets), the type of client (institutional clients generally pay lower fees than other clients), the type of asset management product or service provided and the fee schedule of the asset manager providing the service. A shift in the mix of our AUM from higher revenue-generating assets to lower revenue-generating assets may result in a decrease in our revenues even if our aggregate level of AUM remains unchanged or increases. Products that use fee structures based on investment performance may also vary significantly from period to period, depending on the investment performance of the particular product. No assurances can be given that our funds will be able to maintain current fee structures or levels. A decrease in our revenues, without a commensurate reduction in expenses, will reduce our net income.

An increase in interest rates and other changes in the debt financing markets could negatively impact the ability of our funds and their portfolio companies to obtain attractive financing or refinancing and could increase the cost of such financing if it is obtained, which could lead to lower-yielding investments and potentially decrease our net income.

Our business and the businesses of the companies in which we invest are materially affected by changes in interest rates and other changes affecting the debt financing markets throughout the world. A period of sharply rising interest rates could create downward pressure on the price of real estate, increase the cost and availability of debt financing for the transactions our funds pursue and decrease the value of fixed-rate debt investments made by our funds, each of which may have an adverse impact on our business. In addition, a significant contraction or weakening in the market for debt financing or other adverse change relating to the terms of debt financing (such as, for example, higher equity requirements and/or more restrictive covenants), particularly in the area of acquisition financings for private equity and real estate transactions, could have a material adverse impact on our business. For example, a portion of the indebtedness used to finance certain fund investments often includes high-yield debt securities issued in the capital markets. Availability of capital from the high-yield debt markets is subject to significant volatility as well as to sharp changes in interest rates, and there may be times when our funds or their portfolio companies might not be able to access those markets at attractive rates, or at all, when completing an investment.

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Beginning in 2022, the global markets experienced significant increases in interest rates, which impact the interest rates applicable to public and private debt financings. In addition, adverse developments that affect financial institutions, such as events involving liquidity that are rumored or actual, have in the past and may in the future lead to bank failures and market-wide liquidity problems. For example, on March 10, 2023, Silicon Valley Bank (“SVB”) was closed by the California Department of Financial Protection and Innovation, which appointed the Federal Deposit Insurance Corporation (“FDIC”) as receiver. Similarly, on March 12, 2023, Signature Bank and Silvergate Capital Corp. were each swept into receivership. In April 2024, Republic Bank was closed by the Pennsylvania Department of Banking and Securities. The FDIC was named Receiver. The results of events or concerns that involve one or more of these factors could include a variety of material and adverse impacts on our ability to obtain financing, and on our current and projected business operations and our financial condition and results of operations. Any instability in the banking and financing markets could limit the availability of funds for financing activities or result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us to acquire financing on acceptable terms or at all. An increase in interest rates may also adversely impact the profitability and return on projects we consider, and may cause us to decide not to pursue certain business opportunities.

If our funds are unable to obtain committed debt financing for potential acquisitions, can only obtain debt financing at an increased interest rate or on unfavorable terms or if the ability to deduct corporate interest expense is substantially limited, our funds may face increased competition from strategic buyers of assets who may have an overall lower cost of capital or the ability to benefit from a higher amount of cost savings following an acquisition, or may have difficulty completing otherwise profitable acquisitions or may generate profits that are lower than would otherwise be the case, each of which could lead to a decrease in our revenues. In addition, rising interest rates, coupled with periods of significant equity and credit market volatility may potentially make it more difficult for us to find attractive opportunities for our funds to exit and realize value from their existing investments.

Our funds’ portfolio companies also regularly utilize the corporate debt markets in order to obtain financing for their operations. To the extent monetary policy, tax or other regulatory changes or difficult credit markets render such financing difficult to obtain, more expensive or otherwise less attractive, this may also negatively impact the financial results of those portfolio companies and, therefore, the investment returns on our funds. In addition, to the extent that market conditions and/or tax or other regulatory changes make it difficult or impossible to refinance debt that is maturing in the near term, some of our funds’ portfolio companies may be unable to repay such debt at maturity and may be forced to sell assets, undergo a recapitalization or seek bankruptcy protection.

We have significant liquidity requirements. Adverse market and economic conditions may negatively impact our sources of liquidity, which could, in turn, affect our financial condition and results of operations.

We expect that our primary liquidity needs will consist of cash required to:

•continue the inorganic growth of our business, including seeding new strategies, new geographies, funding our capital commitments made to existing and future funds, and otherwise supporting investment vehicles that we sponsor;

•service any contingent liabilities that may give rise to future cash payments; and

•fund cash operating expenses and contingencies, including for litigation matters.

These liquidity requirements may be significant and, in some cases, may require cash outlays over time or involve capital that will remain invested for extended periods of time. In the event that our liquidity requirements were to exceed available liquid assets for the reasons specified above or for any other reasons, there can be no assurance that we will be able to generate sufficient cash flows from realizations of investments to fund them, which could force us to sell assets or seek to raise debt or equity capital on unfavorable terms. For further discussion of our liquidity needs, see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources.”

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If we cannot make the necessary investments to keep pace with rapid developments and change in our industry, the use of our services could decline, reducing our revenues.

The revenues that we earn are driven in part by the pace at which our funds make investments and the size of those investments, and a decline in the pace or the size of such investments may reduce our revenues. Many factors could cause a decline in the pace of investment, including the inability of our investment professionals to identify attractive investment opportunities, increasing competition for such opportunities from international and local competitors, among other potential acquirers, decreased availability of capital on attractive terms and our failure to consummate identified investment opportunities because of business, regulatory or legal complexities or uncertainty and adverse developments in the Latin American or global economy or financial markets. If we cannot make the necessary investments to keep pace with rapid developments and change in our industry, the use of our services could decline, reducing our revenues. In addition, if our funds are unable to deploy capital at a pace that is sufficient to offset the pace of realizations, our fee revenues could decrease.

Our revenue, earnings, net income and cash flow can all vary materially and be volatile from time to time, which may make it difficult for us to achieve steady earnings growth on a quarterly basis and may cause the price of our Class A common shares to decline.

We may experience material fluctuations in our results, including our revenue and net income, from quarter to quarter due to a number of other factors, including timing of realizations, changes in the valuations of our funds’ investments, changes in the amount of distributions, dividends or interest paid in respect of investments, changes in our operating expenses, the degree to which we encounter competition and general economic and market conditions. Achieving steady growth in net income and cash flow on a quarterly basis may be difficult, which could in turn lead to large adverse movements or general increased volatility in the price of our Class A common shares.

It takes a substantial period of time to identify attractive investment opportunities, to raise all the funds needed to make an investment and then to realize the cash value (or other proceeds) of an investment through a sale, public offering, recapitalization or other exit. Even if an investment proves to be profitable, it may be a number of years before any profits can be realized in cash (or other proceeds). We cannot predict when, or if, any realization of investments will occur, and therefore our cash flows from performance allocations may be difficult to predict.

The mark-to-market valuations of investments made by our funds are subject to volatility driven by economic and market conditions. Economic and market conditions may also negatively impact our realization opportunities. The valuations of and realization opportunities for investments made by our funds could also be subject to high volatility as a result of uncertainty regarding governmental policy with respect to, among other things, tax, financial services regulation, international trade, immigration, healthcare, labor, infrastructure and energy.

Adverse economic and market conditions may adversely affect the amount of cash generated by our businesses, and in turn, our ability to pay dividends to our shareholders.

If the global economy and conditions in the financing markets worsen, our fund investment performance could suffer, resulting in, for example, the payment of less or no performance allocations to us. Poor investment performance could lead to a loss of assets under management and a decline in revenues. This could materially and adversely affect the amount of cash we have on hand, including for, among other purposes, the payment of dividends to our shareholders. Having less cash on hand could in turn require us to rely on other sources of cash (such as the capital markets, which may not be available to us on acceptable terms) for the above purposes. Furthermore, during adverse economic and market conditions, our funds or their portfolio companies might not be able to renew all or part of their indebtedness under existing financing arrangements, or find alternate financing on commercially reasonable terms. As a result, their uses of cash may exceed their sources of cash, thereby potentially affecting their liquidity position and ability to pay dividends, which could adversely affect our results of operations and in turn, our ability to pay dividends to our shareholders.

We depend on our key senior executives and the ability to attract, recruit, develop and retain qualified employees which is essential to our success and growth. The loss of their services or the failure to attract, recruit, develop and retain other qualified employees would have a material adverse effect on our business, results of operations and financial condition

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We depend on the efforts, skill, reputations and business contacts of our key senior executives, the information and deal flow they generate during the normal course of their activities and the synergies among the diverse fields of expertise and knowledge held by our professionals. Accordingly, our success will depend on the continued service of these individuals, who are not obligated to remain employed with us. Some key senior executives have left the firm in the past and others may do so in the future, and we cannot predict the impact that the departure of any key senior executives will have on our ability to achieve our investment objectives. For example, the governing agreements of many of our funds, such as limited partnership agreements and private placement memoranda, generally provide investors with the ability to terminate the investment period in the event that certain “key persons” in the fund do not provide the specified time commitment to the fund or our firm ceases to control the general partner. The loss of the services of any key senior executives could have a material adverse effect on our revenues, net income and cash flows and could harm our ability to maintain or grow assets under management in existing funds or raise additional funds in the future. We have historically relied in part on the interests of these professionals in the investment funds’ performance fees and incentive fees to discourage them from leaving the firm.

Our senior executives and other key personnel possess substantial experience and expertise and have strong business relationships with investors in our funds, clients and other members of the business community. As a result, the loss of these personnel could jeopardize our relationships with investors in our funds, our clients and members of the business community and result in the reduction of assets under management or fewer investment opportunities.

Furthermore, in order for us to successfully compete and grow, we must attract, recruit, develop and retain the necessary personnel who can provide the needed expertise across the entire spectrum of our intellectual capital needs. While we have a number of senior executives and other key personnel who have substantial experience with our operations, we must also develop our personnel to provide succession plans capable of maintaining continuity in the midst of the inevitable unpredictability of human capital. However, the market for qualified personnel is competitive, and we may not succeed in recruiting additional personnel or may fail to effectively replace current personnel who depart with qualified or effective successors. We must continue to hire additional personnel to execute our strategic plans. Our effort to retain and develop personnel may also result in significant additional expenses, which could adversely affect our profitability. We cannot assure you that our qualified employees will continue to be employed by us or that we will be able to attract and retain qualified personnel in the future. Failure to retain or attract key personnel could have a material adverse effect on our business, financial condition and results of operations.

The asset management business is subject to substantial and increasingly intense competition.

The asset management business is increasingly subject to intense competition from a variety of local and international players, based on a variety of factors, including investment performance, the quality of service provided to clients, investor liquidity and willingness to invest, fund terms (including fees), brand recognition and business reputation. Furthermore, client attrition could cause our revenues to decline and the degradation of the quality of the products and services we offer, including support services, could adversely impact our ability to attract and retain clients and partners. Our asset management business competes with a number of private equity funds, specialized investment funds, hedge funds, funds of hedge funds and other sponsors’ managing pools of capital, as well as corporate buyers, traditional asset managers, commercial banks, investment banks and other financial institutions (including sovereign wealth funds), and we expect that competition will continue to increase. For example, certain traditional asset managers have developed their own private equity platforms and are marketing other asset allocation strategies as alternatives to fund investments. Additionally, developments in financial technology, or fintech, such as distributed ledger technology, or blockchain, have the potential to disrupt the financial industry and change the way financial institutions, as well as asset managers, do business. A number of factors serve to increase our competitive risks:

•a number of our competitors in some of our businesses may have greater financial, technical, marketing and other resources and more personnel than we do;

•some of our funds may not perform as well as competitors’ funds or other available investment products;

•several of our competitors have significant amounts of capital, and many of them have similar investment objectives to ours, which may create additional competition for investment opportunities and may reduce the size and duration of pricing inefficiencies that many alternative investment strategies seek to exploit;

•some of our competitors, particularly strategic competitors, may have a lower cost of capital, which may be exacerbated to the extent by any changes to applicable tax laws that may come into effect (including with respect to the deductibility of interest expense);

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•some of our competitors may have access to funding sources that are not available to us, which may create competitive disadvantages for us with respect to investment opportunities;

•some of our competitors may be subject to less regulation and accordingly may have more flexibility to undertake and execute certain businesses or investments than we can and/or bear less compliance expense than we do;

•some of our competitors may have more flexibility than us in raising certain types of investment funds under the investment management contracts they have negotiated with their investors;

•some of our competitors may have higher risk tolerances, different risk assessments or lower return thresholds, which could allow them to consider a wider variety of investments and to bid more aggressively than us for investments that we want to make;

•some of our competitors may be more successful than us in the development and implementation of new technology to address investor demand for product and strategy innovation;

•there are relatively few barriers to entry impeding new alternative asset fund management firms, and the successful efforts of new entrants into our various businesses, including former “star” portfolio managers at large diversified financial institutions as well as such institutions themselves, is expected to continue to result in increased competition;

•some of our competitors may have better expertise or be regarded by investors as having better expertise in a specific asset class or geographic region than we do;

•our competitors that are corporate buyers may be able to achieve synergistic cost savings in respect of an investment, which may provide them with a competitive advantage in bidding for an investment;

•some investors may prefer to invest with an investment manager that is not publicly traded or is smaller with only one or two investment products that it manages; and

•other industry participants will from time to time seek to recruit our investment professionals and other employees away from us.

We may lose investment opportunities in the future if we do not match investment prices, structures and terms offered by competitors. Alternatively, we may experience decreased rates of return and increased risks of loss if we match investment prices, structures and terms offered by competitors. Moreover, if we are forced to compete with other alternative asset managers on the basis of price, we may not be able to maintain our current fund fee terms. There is a risk that fund fees in the alternative investment management industry will decline, without regard to the historical performance of a manager. Fund fees income reductions on existing or future funds, without corresponding decreases in our cost structure, would adversely affect our revenues and profitability. In addition, the attractiveness of our investment funds relative to investments in other investment products could decrease depending on economic conditions. This competitive pressure could adversely affect our ability to make successful investments and limit our ability to raise future investment funds, either of which would adversely impact our business, revenue, results of operations and cash flow.

Our organizational documents do not limit our ability to enter into new lines of businesses, and we may expand into new investment strategies, geographic markets and businesses, each of which may result in additional risks and uncertainties in our businesses.

Our plan is to continue to grow our investment businesses and expand into new investment strategies, geographic markets and businesses. Our organizational documents do not limit us to investment management businesses. Accordingly, we have pursued and may continue to pursue growth through acquisitions of asset managers and other investment management companies, acquisitions of critical business partners, or other strategic initiatives. To the extent we make strategic investments or acquisitions, undertake other strategic initiatives or enter into a new line of business, we will face numerous risks and uncertainties, including risks associated with (1) the required investment of capital and other resources, (2) the possibility that we have insufficient expertise to engage in such activities profitably or without incurring inappropriate amounts of risk, (3) the diversion of management’s attention from our core businesses, (4) assumption of liabilities in any acquired business, (5) the disruption of our ongoing businesses, (6) the increasing demands on or issues related to the combining or integrating operational and management systems and controls, (7) compliance with additional regulatory requirements and (8) the broadening of our geographic footprint, including the risks associated with conducting operations in several jurisdictions.

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Entry into certain lines of business may subject us to new laws and regulations with which we are not familiar, or from which we are currently exempt, and may lead to increased litigation, including tax and regulatory risk. For example, we have increasingly undertaken business initiatives to offer credit funds and publicly-traded real estate funds (known in Brazil as a Fundo de Investimento Imobiliário, or “FII”) and to increase the number and type of investment products we offer to family offices and high net worth individuals. These activities have and will continue to impose additional compliance burdens on us and could also subject us to enhanced regulatory scrutiny and expose us to greater reputation and litigation risks. In addition, if a new business generates insufficient revenues or if we are unable to efficiently manage our expanded operations or to successfully overcome the challenges we may face in expanding into new geographic regions our results of operations will be adversely affected. Our strategic initiatives may include, among other things, initiatives seeking to expand our and our portfolio companies’ management capabilities, which require a robust legal and compliance framework, and entry into joint ventures, which may require us to be dependent on, and subject us to liability, losses or reputational damage relating to, systems, controls and personnel that are not under our control.

We may not be successful in expanding our operations, which could adversely affect our business, results of operations and financial condition.

We currently operate and may operate in the future in regions where we have little or no experience, and we may not be able to expand our investment activities in these markets successfully. As we expand our operations into new markets, including new geographies, we may have difficulty adapting to unknown circumstances and conditions. We may seek to expand our operations globally, including new geographies, through acquisitions of asset managers and other investment management companies in the region, which may be financed using a portion of the proceeds of our initial public offering, a portion of our retained earnings, or through other sources of financing. In order to remain competitive, we must be proactive and prepared to implement necessary resources when growth opportunities present themselves, whether as a result of a business acquisition or rapidly increasing business activities in particular markets or regions. Local regulatory environments may vary widely in terms of scope, adequacy and sophistication. We may also encounter other risks of doing business in other jurisdictions, including: (1) difficulties and costs associated with complying with a variety of complex domestic and foreign laws, regulations and treaties; (2) changes in legislative or regulatory requirements; (3) price and currency exchange controls; (4) political instability, including nationalization and expropriation; (5) trade restrictions, including timing delays associated with customs procedures, tariffs and import or export licensing requirements; (6) taxes; and (7) difficulties in enforcing our intellectual property rights. We cannot assure you that the political, fiscal or legal regimes in the countries in which we operate or expect to operate, will not increase our compliance costs or otherwise adversely affect our geographic expansion efforts, which may harm our results of operations or financial conditions. See “—We expect to continue to make investments in companies that are based in Latin America, which may expose us to additional risks not typically associated with investing in companies that are based in the United States and Europe.” No assurance can be provided that we will be able to obtain capital resources to fund our expansion strategy on acceptable terms or at all. If we are not successful in implementing or funding our expansion strategy, our business, financial results and the market price for our Class A common shares may be adversely affected.

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If we are unable to consummate or successfully integrate additional development opportunities, acquisitions or joint ventures, we may not be able to implement our growth strategy successfully.

Our growth strategy is based, in part, on the selective development or acquisition of asset management portfolios, businesses or other businesses complementary to our business where we think we can add substantial value or generate substantial returns. The success of this strategy will depend on, among other things: (1) the availability of suitable opportunities, (2) the level of competition from other companies that may have greater financial resources, (3) our ability to value potential development or acquisition opportunities accurately and negotiate acceptable terms for those opportunities, (4) our ability to obtain requisite approvals and licenses from the relevant governmental authorities and to comply with applicable laws and regulations without incurring undue costs and delays and (5) our ability to identify and enter into mutually beneficial relationships with venture partners. Moreover, even if we are able to identify and successfully complete an acquisition, we may encounter unexpected difficulties or incur unexpected costs associated with integrating and overseeing the operations of the new businesses. If we are not successful in implementing our growth strategy, our business, financial results and the market price for our Class A common shares may be adversely affected.

Changes in relevant tax laws, regulations or treaties or an adverse interpretation of these items by tax authorities could adversely impact our effective tax rate and tax liability.

Our effective tax rate and tax liability is based on the application of current income and revenues tax laws, regulations and treaties. These laws, regulations and treaties are complex, and the manner which they apply to us and to the funds and other investment vehicles we manage is sometimes open to interpretation. Furthermore, applicable tax authorities may have differing interpretations and guidance with respect to certain tax matters specific to the industry in which we operate (including multi-jurisdictional aspects). Significant management judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets. Although management believes its application of current laws, regulations and treaties to be correct and sustainable upon examination by the tax authorities, the tax authorities could challenge our interpretation resulting in additional tax liability or adjustment to our income and revenues tax provision that could increase our effective tax burden.

Nonresident investors may enjoy certain tax benefits for investing in private equity funds in Brazil (under Brazilian Law No. 11,312/06) that may not be maintained if changes in tax rules occur or an adverse interpretation of such laws by tax authorities and/or courts prevails. In recent years, the Brazilian Federal Revenue Service has been reviewing its interpretation and questioning the commonly used investment structures utilized for private equity investments in Brazil by nonresident investors and, in certain cases, has initiated tax claims related to the alleged failure to withhold income taxes due to the non-compliance with requirements of the tax benefits. If the law establishing such tax benefits is not maintained or an adverse interpretation by tax authorities and/or courts regarding such benefits prevails, our after-tax returns could be adversely affected, which might affect our ability to raise capital, capital return and consequently affect our prospects and results of operations.

Furthermore, all the jurisdictions in which we operate have enacted rules on transfer pricing that require transactions to be conducted on arm’s-length terms. Brazil did not comprehensively adopt the arm’s length terms until December 28, 2022, when Provisional Measure No. 1,152/2022, later converted into Law No. 14,596/2023, was enacted to adapt the Brazilian transfer pricing rules to fully adopt the arm’s length standard. These provisions became effective as of January 2024, except for taxpayers who chose to apply these rules in 2023.

We regularly obtain advice regarding, inter alia, transfer pricing from external tax advisors. We seek to ensure that transactions conducted between and among us and our subsidiaries, including, but not limited to, provision of marketing, investor relations, investment advisory and business support services, are made on a commercial basis and consistent with the arm’s length principle as set forth under the Transfer Pricing Guidelines for Multinational Enterprises and Tax Administrations issued by the Organization for Economic Co-Operation and Development (the “OECD Guidelines”), as well as local legislation of the entities involved in the controlled transactions. However, we are subject to the risk that tax authorities in the jurisdictions in which we operate could dispute our practices, which could adversely affect our business.

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As a consequence of globalization and growing world trade, tax authorities worldwide have increased their focus on transfer pricing with respect to cross border transactions, as part of protecting their respective country’s tax base. In the event the tax authorities in the jurisdictions where we operate consider the pricing not to be on arm’s-length terms and were to succeed with such claims, this could result in an increased tax cost, including tax surcharges and interest.

There can be no assurance that we will not be a passive foreign investment company (“PFIC”), for any taxable year, which could subject United States investors in our Class A common shares to significant adverse U.S. federal income tax consequences.

Under the Internal Revenue Code of 1986, as amended (the “Code”), we will be a PFIC for any taxable year in which either (1) 75% or more of our gross income consists of “passive income”, or (2) 50% or more of the average quarterly value of our assets consists of assets that produce, or are held for the production of “passive income.” For this purpose, subject to certain exceptions, passive income includes interest, dividends, rents, gains from the sale or exchange of property that gives rise to such income, gains from the sale of partnership interests and gains from transactions in commodities. We do not believe we were a PFIC for our 2024 taxable year. However, there can be no assurance that the Internal Revenue Service (the “IRS”), will agree with our conclusion. Moreover, our PFIC status is a factual determination that is made on an annual basis. Whether we will be a PFIC in 2025 or in any future year is uncertain because, among other things, our PFIC status depends on the composition of our income and assets and the market value of our assets from time to time (which may be determined, in part, by reference to the market price of our Class A common shares). In addition, it is uncertain whether certain types of income we derive are characterized as passive income for purposes of determining our PFIC status. Accordingly, there can be no assurance that we will not be a PFIC for any taxable year.

If we were a PFIC for any taxable year during which a U.S. Holder (as defined in “Item 10. Additional Information—E. Taxation—Material U.S. Federal Income Tax Considerations for U.S. Holders”) held our Class A common shares (assuming such U.S. Holder has not made and maintained a timely election described under “Item 10. Additional Information—E. Taxation—Material U.S. Federal Income Tax Considerations for U.S. Holders”), gain recognized by the U.S. Holder on a sale or other disposition (including certain pledges) of the Class A common shares would be allocated ratably over the U.S. Holder’s holding period for the Class A common shares. The amounts allocated to the taxable year of the sale or other disposition and to any year before we became a PFIC would be taxed as ordinary income. The amount allocated to each other taxable year would be subject to tax at the highest rate in effect for individuals or corporations, as appropriate, for that taxable year, and an interest charge would be imposed on the tax on such amounts. Further, to the extent that any distributions received by a U.S. Holder on its Class A common shares during a taxable year exceed 125% of the average of the annual distributions on such Class A common shares received during the preceding three years or the U.S. Holder’s holding period, whichever is shorter, those distributions would be subject to taxation in the same manner as gain. U.S. Holders should consult their tax advisors concerning our potential PFIC status and the potential application of the PFIC rules.

Cybersecurity risks could result in the loss of data, interruptions in our business, damage to our reputation, and subject us to regulatory actions and/or lawsuits, increased costs and financial losses, each of which could have a material adverse effect on our business and results of operations.

Our operations are highly dependent on our information systems and technology and we rely heavily on our financial, accounting, communications and other data processing systems. Our systems may fail to operate properly or become disabled as a result of tampering or a breach of our network security systems or otherwise. In addition, our systems face ongoing cybersecurity threats and attacks. Attacks on our systems could involve, and in some instances have in the past involved, attempts intended to obtain unauthorized access to our proprietary information, destroy data or disable, degrade or sabotage our systems, or divert or otherwise steal funds, including through the introduction of computer viruses, “phishing” attempts and other forms of social engineering. Cyberattacks and other security threats could originate from a wide variety of external sources, including cyber criminals, nation state hackers, hacktivists and other outside parties. Cyberattacks and other security threats could also originate from the malicious or accidental acts of insiders, such as employees.

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There has been an increase in the frequency and sophistication of the cyber and security threats we face, with attacks ranging from those common to businesses generally to those that are more advanced and persistent, which may target us because, as an alternative asset management firm, we hold a significant amount of confidential and sensitive information about our investors, our portfolio companies and potential investments. As a result, we may face a heightened risk of a security breach or disruption with respect to this information. There can be no assurance that measures we take to ensure the integrity of our systems will provide protection, especially because cyberattack techniques change frequently or are not recognized until successful. Any integration of artificial intelligence ("AI") in our or any third party’s operations is expected to pose new or unknown cybersecurity risks and challenges. If our systems are compromised, do not operate properly or are disabled, or if we fail to provide the appropriate regulatory or other notifications in a timely manner, we could suffer financial loss, a disruption of our businesses, liability to our investment funds and fund investors, regulatory intervention or reputational damage. The costs related to cyber or other security threats or disruptions may not be fully insured or indemnified by other means.

In addition, we could also suffer losses in connection with updates to, or the failure to timely update, our information systems and technology. In addition, we have become increasingly reliant on third-party service providers for certain aspects of our business, including for the administration of certain funds, as well as for certain key market information and data, information systems, technology, processing and supporting functions, including cloud-based services. These third-party service providers could also face ongoing cyber security threats and compromises of their systems and as a result, unauthorized individuals could gain, and in some past instances have gained, access to certain confidential data.

Cybersecurity has become a top priority for regulators around the world. Many jurisdictions in which we operate have laws and regulations relating to data privacy, cybersecurity and protection of personal information, including, as examples the General Data Protection Regulation (“GDPR”), in the European Union that went into effect in May 2018 and the Brazilian Data Protection Act (Lei Geral de Proteção de Dados) (“LGPD”), that went into effect in September 2020. See “—Rapidly developing and changing global privacy laws and regulations could increase compliance costs and subject us to enforcement risks and reputational damage.” Some jurisdictions have also enacted laws requiring companies to notify individuals and government agencies of data security breaches involving certain types of personal data.

Breaches in security, whether malicious in nature or through inadvertent transmittal or other loss of data, could potentially jeopardize our employees’ or our fund investors’ or counterparties’ confidential, proprietary and other information processed and stored in, and transmitted through, our computer systems and networks, or otherwise cause interruptions or malfunctions in our employees’, our fund investors’, our counterparties’ or third-parties’ business and operations, which could result in significant financial losses, increased costs, liability to our fund investors and other counterparties, regulatory intervention and reputational damage. Furthermore, if we fail to comply with the relevant laws and regulations or fail to provide the appropriate regulatory or other notifications of breach in a timely matter, it could result in regulatory investigations and penalties, which could lead to negative publicity and reputational harm and may cause our fund investors and clients to lose confidence in the effectiveness of our security measures.

Our portfolio companies also rely on data processing systems and the secure processing, storage and transmission of information, including payment and health information. A disruption or compromise of these systems could have a material adverse effect on the value of these businesses. Our funds may invest in strategic assets having a national or regional profile or in infrastructure, the nature of which could expose them to a greater risk of being subject to a terrorist attack or security breach than other assets or businesses, or to restrictions to the circulation of products or services arising from epidemics. Such an event may have material adverse consequences on our investment or assets of the same type or may require portfolio companies to increase preventative security measures or expand insurance coverage.

Finally, our technology, data and intellectual property and the technology, data and intellectual property of our portfolio companies are also subject to a heightened risk of theft or compromise given that we and our portfolio companies engage in operations in Latin America, in particular in jurisdictions that do not have comparable levels of protection of proprietary information and assets such as intellectual property, trademarks, trade secrets, know-how and customer information and records, as compared to the United States. In addition, we and our portfolio companies may be required to compromise protections or forego rights to technology, data and intellectual property in order to operate in or access markets in certain jurisdictions. Any such direct or indirect compromise of these assets could have a material adverse impact on us and our portfolio companies.

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We may not be able to successfully manage our intellectual property and may be subject to infringement claims.

We rely on a combination of contractual rights, trademarks, trade secrets, copyrights, domain names and software to establish and protect our business. Third parties may challenge, invalidate, circumvent, infringe or misappropriate our intellectual property, including at the administrative or judicial level, or such intellectual property may not be sufficient to permit us to take advantage of current market trends or otherwise to provide competitive advantages, which could result in costly redesign efforts, the discontinuance of certain service offerings or other competitive and operational harm. Others, including our competitors, may independently develop similar technology, duplicate our services or design around our intellectual property, and in such cases, we could not assert our intellectual property rights against such parties.

Further, our contractual arrangements may not effectively prevent disclosure of our confidential information or provide an adequate remedy in the event of unauthorized disclosure of our confidential information. We may have to litigate to enforce or determine the scope and enforceability of our intellectual property rights, trade secrets and know-how, which is expensive, could cause a diversion of resources and may not prove successful. It is not possible to guarantee that non-disclosure and confidentiality agreements, or invention assignment agreements, have been concluded with all parties who may have or have had access to our trade secrets or proprietary information, or who have otherwise participated in the development of our intellectual property assets. Also, because of the rapid pace of technological change in our industry, aspects of our business and our services rely on technologies developed or licensed by third parties, and we may not be able to obtain or continue to obtain licenses and technologies from these third parties on reasonable terms or at all. The loss of intellectual property protection, the inability to obtain third-party intellectual property or delay or refusal by relevant regulatory authorities to approve pending intellectual property registration applications could harm our business and ability to compete. With respect to trademarks, loss of rights may result from term expirations, owner abandonment and forfeiture or cancellation proceedings before the Brazilian Patent and Trademark Office (Instituto Nacional da Propriedade Industrial) (“INPI”) or authorities in other relevant jurisdictions. In addition, if we lose rights over registered trademarks, we would not be entitled to use such trademarks on an exclusive basis and, therefore, third parties would be able to use similar or identical trademarks to identify their products or services, as well as claim that our use of such marks infringes their intellectual property rights, which could adversely affect our business.

Rapidly developing and changing global privacy laws and regulations could increase compliance costs and subject us to enforcement risks and reputational damage.

We, the funds we manage, and their portfolio companies are subject to various risks and costs associated with the collection, processing, storage and transmission of personally identifiable information (“PII”), and other sensitive and confidential information. This data is wide ranging and relates to our investors, employees, contractors and other counterparties and third parties. Our compliance obligations include those relating to the Cayman Islands Data Protection Act and Brazilian laws such as the LGPD, a comprehensive personal data protection law establishing general principles and obligations that applies across multiple economic sectors and contractual relationships and Brazilian bank secrecy laws, as well as obligations relating to data collection and privacy laws in jurisdictions in which we operate, including, for example, the GDPR in Europe, the Data Protection Act in the UK, the Hong Kong Personal Data (Privacy) Ordinance, and equivalent laws in other countries such as Dubai, Colombia, Uruguay, United States, Chile, among others.

For instance, in Brazil the LGPD applies to individuals or legal entities, private or government entities, who process or collect personal data in Brazil or, further, when the processing activities have the purpose of offering or supplying goods or services to data subjects located in Brazil. Based on the LGPD, all processing agents/legal entities are required to adapt their data processing activities to comply with this new environment. The penalties and fines for violations of the LGPD include:  daily fines, up to a maximum amount of R$50.0 million per violation, and the required deletion or restriction of access to the personal data, and/or partial or complete prohibition of processing activities. Pursuant to the LGPD, security breaches that may result in significant risk or damage to personal data must be reported to the National Data Protection Authority (Autoridade Nacional de Proteção de Dados) (“ANPD”), the data protection regulatory body, within a reasonable time period. Moreover, the ANPD could establish other obligations related to data protection that are not described above. Similar privacy laws apply in other jurisdictions where we operate.

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Global laws relating to foreign data collection and privacy are rapidly increasing in the scale and depth of their requirements, and are also often extra-territorial in nature. Any additional privacy laws or regulations enacted or approved in the jurisdictions in which we operate could seriously harm our business, financial condition or results of operations. In addition, a wide range of regulators are seeking to enforce these laws across regions and borders. Furthermore, we frequently have privacy compliance requirements as a result of our contractual obligations with counterparties. These legal and contractual obligations heighten our privacy obligations in the ordinary course of conducting our business in all jurisdictions where we operate.

While we have taken various measures and made significant efforts and investment to ensure that our policies, processes and systems are both robust and in compliance with these obligations, our potential liability remains, particularly given the continued and rapid development of privacy laws and regulations around the world, and increased enforcement action. Any inability, or perceived inability, by us or our portfolio companies to adequately address privacy concerns, or comply with applicable laws, regulations, policies, industry standards and guidance, contractual obligations, or other legal obligations, even if unfounded, could result in significant regulatory and third-party liability, increased costs, disruption of our and our portfolio companies’ business and operations, and a loss of client (including investor) confidence and other reputational damage. Furthermore, as new privacy-related laws and regulations are implemented, the time and resources needed for us and our portfolio companies to comply with such laws and regulations continue to increase and become a significant compliance work stream.

Our operations are highly dependent on the information system and technology infrastructure that supports our business and on a number of external service providers for certain key market information and data, technology, processing, data centers and supporting functions.

We depend on our offices in George Town, Cayman Islands, São Paulo, Brazil, Santiago, Chile, Edinburgh, United Kingdom, and Medellin, Colombia where most of our personnel are located, for the continued operation of our business. In addition, we utilize data center hosting facilities from a third-party service provider. A disaster or a disruption in the infrastructure that supports our businesses, as a result of a cybersecurity incident, natural disasters, acts of terrorism, vandalism or sabotage or otherwise, including a disruption involving electronic communications or other services used by us or third parties with whom we conduct business, including a decision to cease providing services or close a facility without adequate notice, or directly affecting our headquarters, could have a material adverse impact on our ability to continue to operate our business without interruption. Our disaster recovery and business continuity programs may not be sufficient to mitigate the harm that may result from such a disaster or disruption. In addition, insurance and other safeguards may not be sufficient to cover all claims and might only partially reimburse us for our losses, if at all.

Our operations are highly dependent on our information systems and technology and, we rely heavily on our financial, accounting, communications and other data processing systems, each of which may require update and enhancement as we grow our business. Our information systems and technology may not continue to be able to accommodate our growth, and the cost of maintaining such systems may increase from its current level. Such a failure to adapt to or accommodate growth, or an increase in costs related to such information systems, could have a material adverse effect on us.

In addition, we have become increasingly reliant on third-party service providers for certain aspects of our business, including for the administration of certain funds, as well as for key market information and data, technology, data centers, processing and supporting functions, including cloud-based services. In addition to the fact that these third-party service providers could also face ongoing cyber security threats and compromises of their systems, we generally have less control over the delivery of such third-party services, and as a result, we may face disruptions to our ability to operate a business as a result of interruptions of such services. Any interruption or deterioration in the performance of these third parties or failures or compromises of their information systems and technology could impair the operations of us and our funds and adversely affect our reputation and businesses. See “—Cybersecurity risks could result in the loss of data, interruptions in our business, damage to our reputation, and subject us to regulatory actions and/or lawsuits, increased costs and financial losses, each of which could have a material adverse effect on our business and results of operations” and “—Rapidly developing and changing global privacy laws and regulations could increase compliance costs and subject us to enforcement risks and reputational damage.”

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Extensive regulation of our businesses affects our activities and creates the potential for significant liabilities and penalties. The possibility of increased regulatory focus could result in additional burdens on our business.

Our business is subject to extensive regulations, including periodic examinations, by governmental agencies and self-regulatory organizations in the jurisdictions in which we operate around the world, such as the United States, Brazil, Chile, Cayman Islands, Hong Kong, Dubai (UAE), Uruguay, United Kingdom, Colombia, among others. These authorities have regulatory powers dealing with many aspects of financial services, including the authority to grant, and in specific circumstances to cancel, permissions to carry on particular activities. Many of these regulators, government agencies and self-regulatory organizations are also empowered to conduct investigations and administrative proceedings that can result in fines, suspensions of personnel, changes in policies, procedures or disclosure or other sanctions, including the issuance of cease-and-desist orders, the suspension or expulsion of an investment adviser from registration or memberships or the commencement of a civil or criminal lawsuit against us or our personnel.

Moreover, the financial services industry in recent years has been the subject of heightened scrutiny, and U.S. and Brazilian regulators have specifically focused on private equity, with the UK FCA also stating its focus on supervision in Private Markets. In that connection, in recent years the SEC’s stated examination priorities have included, among other things, private equity firms’ disclosure and collection of fees and allocation of expenses, their marketing and valuation practices, allocation of investment opportunities, prevention of insider trading, and policies and procedures with respect to conflicts of interest and compliance measures customized to the actual circumstances. We are regularly subject to requests for information and informal or formal investigations by CVM, and other regulatory authorities related to the other jurisdictions in which we operate, as well as the Brazilian internal revenue service (Receita Federal do Brasil) and other tax revenue agencies, as well as self-regulating authorities, such as ANBIMA and ABVCAP, with which we routinely cooperate, and which have included review of historical practices that were previously examined. Such investigations have previously and may in the future result in deficiency letters, penalties and other sanctions.

We are currently subject to a comprehensive regulatory regime and the ongoing requirements related to our registrations in: (i) Brazil with the CVM; (ii) Chile with the Financial Markets Commission (Comisión Para el Mercado Financiero) (“CMF”),; (iii) the U.S. with the Securities and Exchange Commission (“SEC”); (iv) the United Kingdom with the Financial Conduct Authority ("FCA”); (v) the Cayman Islands with the Cayman Islands Monetary Authority (“CIMA”); Colombia with the Financial Superintendent of Colombia (Superintendencia Financiera de Colombia). Moreover, we are subject to a comprehensive regulatory regime and requirements related to our registration as a broker dealer in Uruguay before the Central Bank of Uruguay (Banco Central del Uruguay) (“BCU”).

Among the various jurisdictions where Patria operates, our business is also subject to the regulatory requirements of the Dubai Financial Securities Authority (“DFSA”) under the license to arranging deals in investments, arranging and advising on credit and advising on financial products. Moreover, in Hong Hong, we are authorized to conduct the regulated activity of dealing in securities (Type 1) under the oversight of the Securities and Futures Commission or SFC.

Actions and initiatives by the CVM, the CMF, the FCA, the CIMA, the BCU or other regulators can have an adverse effect on our financial results, including as a result of the imposition of a sanction, a limitation on our or our personnel’s activities, or changing our historic practices. Even if an investigation or proceeding did not result in a sanction or the sanction imposed against us or our personnel by a regulator were small in monetary amount, the adverse publicity relating to the investigation, proceeding or imposition of these sanctions could harm our reputation and cause us to lose existing clients or fail to gain new clients.

The occurrence of a natural disaster, widespread health epidemic, pandemics or other outbreaks could adversely impact the performance of investments made by managed funds, as well as the results of operation causing a slowdown in capital raising, capital deployment and realization activity.

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Our business could be materially and adversely affected by natural disasters, such as fires or floods, or other events, such as wars, acts of terrorism, environmental accidents, power shortages, communication interruptions, pandemics or epidemics. For instance, the COVID-19 pandemic had a negative impact on global, regional and national economies and other pandemics, epidemics and similar crises, and governmental responses thereto may disrupt supply chains and otherwise continue to reduce international trade and business activity, and also result in an increase of unemployment rates which may decrease the flow of money into investments and increase withdrawal of funds from investment and other financial products, negatively impacting our business. This may in turn lead to changes in fair value of assets and liabilities that are recognized in our income statement. Economic slowdowns and market downturns caused by pandemics, epidemics or similar crises could also negatively impact specific portfolios through negative ratings migration and higher than expected losses, potentially leading clients to redirect investments away from us and to more traditional financial institutions, as well as reduced management fees from our asset management businesses, which are required to meet certain criteria to earn performance fees. The long-term ramifications of the COVID-19 pandemic remain uncertain, and it is hard to predict the duration of the pandemic or of other pandemics, epidemics and similar crises and their effects on the global economies where we have substantial portion of our operations.

Natural disasters, widespread health epidemics, pandemics or other outbreaks and other crises and their potential impact on the global economy may affect our ability to meet our financial targets. However, as pandemics, epidemics and similar crises may spread throughout the world, their long-term ramifications would be highly uncertain, and it would be hard to predict their duration and their effects on the global and Latin American economies and on our business.

Natural disasters, such as fires or floods, or other events, such as wars, acts of terrorism, environmental accidents, power shortages, communication interruptions, pandemics or epidemics could exacerbate many of the risks described in this annual report. We expect such events could cause a slowdown in capital raising, capital deployment and realization activity. Possible adverse impacts on our business as a result of such crises include, but are not limited to a move into a system of, at least, partial remote working by our employees, which could introduce operational risks, including heightened cybersecurity risk. Remote working environments may be less secure and more susceptible to hacking attacks, including phishing and social engineering attempts that seek to exploit this scenario. In addition, third-party service providers on whom we have become increasingly reliant for certain aspects of our business, including for the administration of certain funds, as well as for certain information systems and technology could be impacted by failures of, or attacks on, their information systems and technology.

We are exposed to certain risks that are particular to investing in emerging and other markets.

In maintaining significant investment exposure, in emerging markets in Latin America, we are subject to political, economic, legal, operational and other risks that are inherent to operating and investing in these countries. These risks range from difficulties in settling transactions in emerging markets due to possible nationalization, expropriation, price controls and other restrictive governmental actions. We also face the risk that exchange controls or similar restrictions imposed by foreign governmental authorities may restrict our ability to convert local currency received or held by us in their countries into U.S. dollars or other currencies, or to take those dollars or other currencies out of those countries.

Political developments in Latin America, including government deadlock, material changes to the constitution, political instability and civil strife could impact our operations and have a material adverse effect on our business, financial condition, and results of operations.

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We rely on complex exemptions from statutes in conducting our asset management activities.

We regularly rely on exemptions from various requirements of the U.S. Securities Act of 1933, as amended (the “Securities Act”), the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), the U.S. Investment Company Act of 1940, as amended (the “Investment Company Act”), the Commodity Exchange Act and the U.S. Employee Retirement Income Security Act of 1974, as amended, in conducting our asset management activities. These exemptions are sometimes highly complex and may in certain circumstances depend on compliance by third parties whom we do not control. If for any reason these exemptions were to become unavailable to us, we could become subject to regulatory action or third-party claims and our business could be materially and adversely affected. For example, the “bad actor” disqualification provisions of Rule 506 of Regulation D under the Securities Act ban an issuer from offering or selling securities pursuant to the safe harbor rule in Rule 506 if the issuer or any other “covered person” is the subject of a criminal, regulatory or court order or other “disqualifying event” under the rule which has not been waived. The definition of “covered person” includes an issuer’s directors, general partners, managing members and executive officers; affiliates who are also issuing securities in the offering; beneficial owners of 20% or more of the issuer’s outstanding equity securities; and promoters and persons compensated for soliciting investors in the offering. Accordingly, our ability to rely on Rule 506 to offer or sell securities would be impaired if we or any “covered person” is the subject of a disqualifying event under the rule and we are unable to obtain a waiver. The requirements imposed by our regulators are designed primarily to ensure the integrity of the financial markets and to protect investors in our investment funds and are not designed to protect the holders of our Class A common shares. Consequently, these regulations often serve to limit our activities and impose burdensome compliance requirements.

We are subject to increasing scrutiny from certain investors with respect to the societal and environmental impact of investments made by our funds, which may constrain capital deployment opportunities for our funds and adversely impact our ability to raise capital from such investors.

In recent years, certain investors, including public pension funds, have placed increasing importance on the potential negative impacts of investments made by the private equity and other funds to which they commit capital, including with respect to environmental, social, and governance matters. Certain investors have also demonstrated increased demands and expectations with respect to existing investments, including by urging asset managers to take certain actions that could adversely impact the value of an investment, or refrain from taking certain actions that could improve the value of an investment. At times, investors have conditioned future capital commitments on the taking or refraining from taking of such actions. Increased focus and activism related to environmental, social, governance, and similar matters may constrain our capital deployment opportunities, and the demands of certain investors, including public pension funds, may further limit the types of investments that are available to our funds. In addition, investors, including public pension funds, which represent an important portion of our funds’ investor bases, may decide to withdraw previously committed capital from our funds (where such withdrawal is permitted) or to not commit capital to future fundraises as a result of their assessment of our approach to and consideration of the social and environmental cost of investments made by our funds. To the extent our access to capital from investors, including public pension funds, is impaired, we may not be able to maintain or increase the size of our funds or raise sufficient capital for new funds, which may adversely impact our revenues.

In addition, environmental, social, and governance matters and concerns relating to the use of misleading labels and marketing materials in relation to investment products have been the subject of increased focus by regulatory authorities in the EU. For example, in 2021 requirements under Regulation (EU) 2019/2088, also known as the Sustainable Finance Disclosure Regulation ("SFDR"), came into force. The SFDR was introduced to improve transparency in the market for sustainable investment products, to prevent greenwashing and to increase transparency around sustainability claims made by, among others, fund and asset managers. In 2022, the EU Taxonomy Regulation (Regulation (EU) 2020/852) entered into force. The Taxonomy Regulation establishes a framework for classifying whether an economic activity is “environmentally sustainable.” As a result of these and other legislative initiatives, we may be required to provide additional disclosure to EU-based investors in our funds with respect to environmental, social, and governance matters.

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Although we strive to improve our assessment and monitoring of environmental, social, and governance matters regarding our different funds and their investments, in order to pertinently address regulatory and investor expectations, we may fail to do so successfully. Our approach intends to timely identify and address financially material environmental, social, and governance matters. However, we are subject to increasing scrutiny and enhanced requirements on such matters, which may result in constraints to certain capital deployment opportunities for our funds and adversely impact our ability to raise additional capital.

We are subject to substantial litigation risks and may face significant liabilities and damage to our professional reputation as a result of litigation allegations and negative publicity.

In recent years, the volume of claims and amount of damages claimed in litigation and regulatory proceedings against the financial services industry in general have been increasing and are generally expected to continue to increase in the future. The investment decisions we make in our asset management business and the activities of our investment professionals on behalf of portfolio companies may subject the companies, funds and us to the risk of third-party litigation arising from investor dissatisfaction with the performance of those investment funds, alleged conflicts of interest, the suitability or manner of distribution of our products, the activities of our funds’ portfolio companies, including labor, tax, criminal and environmental claims related thereto, as well as a variety of other litigation claims.

In addition, authorities may, in some cases, apply legal doctrines such as piercing the corporate veil or enact legal statutes that impose joint and several liability or secondary liability, holding controlling shareholders and other companies of an economic group jointly liable for labor, social security, consumer related and environmental obligations, even in the absence of fraudulent conduct. Accordingly, our portfolio companies and our funds may be subject to judicial and administrative proceedings related to debts, contingencies or liabilities related to our portfolio companies as a whole, and we may ultimately be liable for those debts, contingencies and liabilities if we do not successfully defend ourselves in such proceedings.

The costs and effects of pending and future litigation, investigations or similar matters, or adverse facts and developments related thereto, could materially affect our business, financial position and results of operations. From time to time we, our funds and our funds’ public portfolio companies may be subject to securities class action lawsuits by shareholders, as well as class action lawsuits that challenge our acquisition transactions and/or attempt to enjoin them.

In addition, to the extent investors in our investment funds suffer losses resulting from fraud, gross negligence, willful misconduct or other similar misconduct, investors may have remedies against us, our investment funds, our senior managing directors or our affiliates under the relevant securities laws. While the general partners and investment advisers to our investment funds, including their directors, officers, other employees and affiliates, are generally indemnified to the fullest extent permitted by law with respect to their conduct in connection with the management of the business and affairs of our investment funds, such indemnity does not extend to actions determined to have involved fraud, gross negligence, willful misconduct or other similar misconduct.

The activities of our capital markets services business may also subject us to the risk of liabilities to our clients and third parties, including our clients’ shareholders, under securities or other laws in connection with transactions in which we participate.

If any private lawsuits or regulatory actions were brought against us and resulted in a finding of substantial legal liability, it could materially adversely affect our business, financial condition or results of operations or cause significant reputational harm to us, which could seriously harm our business. We depend to a large extent on our business relationships and our reputation for integrity and high-caliber professional services to attract and retain investors and to pursue investment opportunities for our funds. As a result, allegations of improper conduct by private litigants, regulators, or employees, whether the ultimate outcome is favorable or unfavorable to us, as well as negative publicity and press speculation about us, our investment activities, our lines of business or distribution channels, our workplace environment, or the private equity industry in general, whether or not valid, may harm our reputation, which may be more damaging to our business than to other types of businesses.

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Further, disputes might arise in relation to the business activities of the funds managed by Patria, or certain of the portfolio companies of the funds managed by Patria, or the performance of the service providers thereunder. To the extent that any client of our funds, portfolio companies, or their service providers disagrees with us on the quality of the products or services, terms and conditions of the payment or other provisions of such services, we may face claims, disputes, litigation or other proceedings initiated by such clients against us. We may incur substantial expenses and require significant attention of management in defending against these claims, regardless of their merit. We could also face damage to our reputation as a result of such claims, and our business, financial condition, results of operations and prospects could be materially and adversely affected.

We are subject to anti-corruption, anti-bribery, anti-money laundering and sanctions laws and regulations in Brazil, Chile, the United States, the United Kingdom, Colombia, Uruguay, the Cayman Islands and in the various countries in which we operate. Violations of any such laws or regulations could have a material adverse impact on our reputation and results of operations and financial condition.

We operate in jurisdictions that have a high risk of corruption and we are subject to anti-corruption, anti-bribery anti-money laundering and sanctions laws and regulations, including, but not limited to, the Brazilian Federal Law No. 12,846/2013 (the “Clean Company Act”), the Brazilian Federal Law No. 9,613/1998, the United States Foreign Corrupt Practices Act of 1977 (the “FCPA”), and the Bribery Act 2010 of the United Kingdom (the “Bribery Act”), as well as the Chilean Laws No. 19,913 and No. 20,393, and the Chilean Criminal Code. Additionally, we are subject to the Colombian Laws No. 1474/2011 (Anti-Corruption Statute) and No. 1778/2016, which establish corporate liability for transnational bribery, the Uruguayan Anti-Bribery Law (Law No. 17,060), and the Cayman Islands Anti-Corruption Law, the Hong Kong Prevention of Bribery Ordinance (Cap. 201), and the United Arab Emirates (UAE) Federal Anti-Bribery and Corruption Laws, which include Federal Law No. 3 of 1987 (the UAE Penal Code) and recent amendments under Federal Law No. 31 of 2021 strengthening corporate liability for corruption-related offenses. Each of the Clean Company Act, the FCPA, the Bribery Act and the other laws describe above imposes liability against companies who engage in bribery of government officials, either directly or through intermediaries. We have a compliance program that is designed to manage the risks of doing business in light of these new and existing legal and regulatory requirements. If we, our direct or indirect shareholders, directors, officers, employees and other third-parties are not in compliance with anti-corruption, anti-bribery, anti-money laundering and sanctions laws and regulations we may be subject to criminal liability, administrative and civil lawsuits, significant fines and penalties, forfeiture of significant assets, as well as reputational harm to us or to our portfolio companies.

The military actions undertaken by Russian military forces against Ukraine commencing in February 2022 resulted in the imposition of financial and economic sanctions by the European Union, the U.S., the United Kingdom and other countries and organizations against officials, individuals, regions, and industries due to the Russian-Ukrainian War. Such sanctions, together with any additional measure that may be adopted in connection with this situation, may, in various ways, constrain Russian- and Ukrainian-related transactions. Our ability to engage in activity with certain consumer and institutional businesses in Russia and Ukraine or involving certain Russian or Ukrainian businesses and customers would be dependent in part upon whether such engagement is restricted under any current or expected U.S., EU, U.K. or other countries sanctions and laws. Our ability to engage would be further impaired in the event other countries were to become involved in the conflict and, as result, be subjected to sanctions or similar restrictions.

We do not have a physical presence in Russia and Ukraine and we understand that our direct exposure to the war, Russian or Ukrainian markets, investors and assets is not material and therefore does not represent a sanctions-related risk or a material risk in general. Despite the foregoing, our client base and investments are broad by nature, which means that certain of our investors have as personnel or beneficial owners certain Russian nationals, officials or individuals who might be included in certain international sanctions lists due to their proximity to or relationship with Russia and its ongoing invasion of Ukraine. Furthermore, certain of our funds hold indirect minority stakes in companies or other assets that might be subject to certain restrictions under sanctions administered by the United States or other jurisdictions. These investments do not represent the main strategy of the respective funds and represent a de minimis share of assets under management.

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Violations of anti-corruption, export control and sanctions laws and regulations are punishable by civil penalties, including fines, denial of export privileges, injunctions, asset seizures, debarment from government contracts and revocations or restrictions of licenses, as well as criminal fines and imprisonment. There can be no assurance that all of our employees, consultants, agents or other associated persons will not take actions in violation of these laws and regulations, and that our procedures will effectively prevent us from violating these regulations in every transaction in which we may engage or provide a defense to any alleged violation. In particular, we may be held liable for the actions that our local strategic partners take inside or outside of the United States, even though our partners may not be subject to these laws. Such a violation, even if our policies prohibit it, could have a material adverse effect on our reputation, business, results of operations and financial condition.

Regulators may increase enforcement of these obligations, which may require us to adjust our compliance and anti-money laundering programs, including the procedures we use to verify the identity of our clients and to monitor our transactions. In this sense, we are subject to a wide range of AML/CFT-related regulations where we operate such as Law No. 9,613/98, which was later amended by Law No. 12,683/12 in Brazil; Law 190 of 1995, which criminalizes asset laundering, and Law 1121 of 2006 and Law 1941 of 2018 in Colombia; Law No. 19,913 in Chile; AML measures of Uruguay; Anti-Money Laundering Act of 2020 and USA PATRIOT Act of 2001 in the USA; Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, amended in 2020 in the UK; and Proceeds of Crime (2020 Revision) and Money Laundering Regulations (2020 Revision) in Cayman Islands, among others.

Regulators may reexamine the transaction volume thresholds at which we must obtain and keep applicable records, verify identities of customers, and report any change in such thresholds to the applicable regulatory authorities, which could result in increased costs in order to comply with these legal and regulatory requirements. Costs associated with fines or enforcement actions, changes in compliance requirements, or limitations on our ability to grow could harm our business, and any new requirements or changes to existing requirements could impose significant costs, result in delays to planned products or services improvements, make it more difficult to obtain new clients and reduce the attractiveness of our products and services. As a result, allegations of improper conduct as well as negative publicity and press speculation about us or our investment advisor or investment management companies, as well as the portfolio companies of the funds we manage, or the private equity industry in general, whether or not valid, may harm our reputation, which may be more damaging to our business than to other types of businesses.

Misconduct or other improper activities, including non-compliance with regulatory standards or insider trading by our employees, consultants or subcontractors could harm us by impairing our ability to attract and retain clients and subjecting us to significant legal liability and reputational harm. Fraud and other deceptive practices or other misconduct at our funds’ portfolio companies could similarly subject us to liability and reputational damage and also harm performance.

Our employees, consultants and subcontractors could engage in misconduct or other improper activities, including non-compliance with regulatory standards and/or requirements and insider trading. We are subject to a number of obligations and standards arising from our asset management business and our authority over the assets managed by our asset management business. The violation of these obligations and standards by any of our employees, consultants and subcontractors would adversely affect our clients and us. Our business often requires that we deal with confidential matters of great significance to companies in which we may invest. If our employees, consultants and subcontractors were to improperly use or disclose confidential information, we could suffer serious harm to our reputation, financial position and current and future business relationships. We are also exposed to risks in connection with any insider trading violations by employees or others affiliated with us. Detecting or deterring employee misconduct is not always possible, and the extensive precautions we take to detect and prevent this activity may not be effective in all cases. If one of our employees, consultants and subcontractors were to engage in misconduct or other improper activities or were to be accused of such misconduct or other improper activities, our business and our reputation could be adversely affected.

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In recent years, regulatory authorities across various jurisdictions, such as Brazil the United States and the United Kingdom, among others, have increasingly focused on enhancing and enforcing anti-bribery laws, such as the Clean Company Act, FCPA and the Bribery Act. While we have developed and implemented policies and procedures designed to ensure strict compliance by us and our personnel with such laws, such policies and procedures may not be effective in all instances to prevent violations. Any determination that we have violated the Clean Company Act, the FCPA, the anti-bribery laws or other applicable anti-corruption laws could subject us to, among other things, civil and criminal penalties or material fines, profit disgorgement, injunctions on future conduct, securities litigation and a general loss of investor confidence, any one of which could adversely affect our business prospects, financial position or the market value of our Class A common shares.

In addition, we may also be adversely affected if there is misconduct by personnel of portfolio companies in which our funds invest. For example, financial fraud or other deceptive practices at our funds’ portfolio companies, or failures by personnel at our funds’ portfolio companies to comply with anti-bribery, trade sanctions, anti-harassment or other legal and regulatory requirements, could subject us to, among other things, civil and criminal penalties or material fines, profit disgorgement, injunctions on future conduct and securities litigation, and could also cause significant reputational and business harm to us. Such misconduct may undermine our due diligence efforts with respect to such portfolio companies and could negatively affect the valuations of the investments by our funds in such portfolio companies. In addition, we may face an increased risk of such misconduct resulting from our emphasis in making investments in Latin America.

Poor performance of our investment funds would cause a decline in our revenue, income and cash flow, may obligate us to repay performance allocations previously paid to us, and could adversely affect our ability to raise capital for future investment funds.

In the event that any of our investment funds were to perform poorly, our revenue, income and cash flow would decline because the value of our assets under management would decrease, which would result in a reduction in management fees, and our investment returns would decrease, resulting in a reduction in the performance allocations and incentive fees we earn. Moreover, we could experience losses on our investments of our own principal as a result of poor investment performance by our investment funds. Furthermore, if, as a result of poor performance of later investments in a carry fund’s life, the fund does not achieve certain investment returns for the fund over its life, we will be obligated to repay the amount by which performance allocations that were previously distributed to us exceed the amount to which the relevant general partner is ultimately entitled.

Poor performance of our investment funds could make it more difficult for us to raise new capital. Investors in funds might decline to invest in future investment funds we raise and investors in hedge funds or other investment funds might withdraw their investments as a result of poor performance of the investment funds in which they are invested. Investors and potential investors in our funds continually assess our investment funds’ performance, and our ability to raise capital for existing and future investment funds and avoid excessive redemption levels will depend on our investment funds’ continued satisfactory performance. Accordingly, poor fund performance may deter future investment in our funds and thereby decrease the capital invested in our funds and ultimately, our management fee revenue. Alternatively, in the face of poor fund performance, investors could demand lower fees or fee concessions for existing or future funds which would likewise decrease our revenue.

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Our asset management business depends in large part on our ability to raise capital from third-party investors. A failure to raise capital from third-party investors on attractive fee terms or at all, would impact our ability to collect management fees or deploy such capital into investments and potentially collect performance allocations, which would materially reduce our revenue and cash flow and adversely affect our financial condition.

Our ability to raise capital from third-party investors depends on a number of factors, including certain factors that are outside our control. Certain factors, such as the performance of the stock market and the asset allocation rules or investment policies to which such third-party investors are subject, could inhibit or restrict the ability of third-party investors to make investments in our investment funds or the asset classes in which our investment funds invest. In addition, volatility in the valuations of investments, has in the past and may in the future affect our ability to raise capital from third-party investors. To the extent periods of volatility are coupled with a lack of realizations from investors’ existing portfolios, such investors may be left with disproportionately outsized remaining commitments to a number of investment funds, which significantly limits such investors’ ability to make new commitments to third-party managed investment funds such as those managed by us.

Our ability to raise new funds could similarly be hampered if the general appeal of alternative investments were to decline. An investment in a limited partner interest in alternative investments is more illiquid and the returns on such investment may be more volatile than an investment in securities for which there is a more active and transparent market. In periods of positive markets and low volatility, for example, investors may favor passive investment strategies such as index funds over our actively managed investment vehicles. Alternative investments could also fall into disfavor as a result of concerns about liquidity and short-term performance. Such concerns could be exhibited, in particular, by public pension funds, which have historically been among the largest investors in alternative assets. Many public pension funds are significantly underfunded and their funding problems have been, and may in the future be, exacerbated by an economic downturn and/or governmental policies or measures. Concerns with liquidity could cause such public pension funds to reevaluate the appropriateness of alternative investments. Although a number of investors, including certain public pension funds, have increased their allocations to the alternative investments asset class in recent years, there is no assurance that this will continue or that our ability to raise capital from investors will not be hampered.

Moreover, certain institutional investors are demonstrating a preference to in-source their own investment professionals and to make direct investments in alternative assets without the assistance of private equity advisers like us. Such institutional investors may become our competitors and could cease to be our clients. As some existing investors cease or significantly curtail making commitments to alternative investment funds, we may need to identify and attract new investors in order to maintain or increase the size of our investment funds. There are no assurances that we can find or secure commitments from those new investors or that the fee terms of the commitments from such new investors will be consistent with the fees historically paid to us by our investors. If economic conditions were to deteriorate or if we are unable to find new investors, we might raise less than our desired amount for a given fund. Further, as we seek to expand into other asset classes, we may be unable to raise a sufficient amount of capital to adequately support such businesses. A failure to successfully raise capital could materially reduce our revenue and cash flow and adversely affect our financial condition.

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In connection with raising new funds or making further investments in existing funds, we negotiate terms for such funds and investments with existing and potential investors. The outcome of such negotiations could result in our agreement to terms that are materially less favorable to us than for prior funds we have managed or funds managed by our competitors, including with respect to management fees, incentive fees and/or performance fees, which could have an adverse impact on our revenues. Such terms could also restrict our ability to raise investment funds with investment objectives or strategies that compete with existing funds, add additional expenses and obligations for us in managing the fund or increase our potential liabilities, all of which could ultimately reduce our revenues. In addition, certain institutional investors, including sovereign wealth funds and public pension funds, have demonstrated an increased preference for alternatives to the traditional investment fund structure, such as managed accounts, smaller funds and co-investment vehicles. There can be no assurance that such alternatives will be as profitable for us as the traditional investment fund structure, or as to the impact such a trend could have on the cost of our operations or profitability if we were to implement these alternative investment structures. In addition, certain institutional investors have publicly criticized certain fund fee and expense structures, including management fees and transaction and advisory fees. Although we have no obligation to modify any of our fees with respect to our existing funds, we may experience pressure to do so in our funds. For example, we have confronted and expect to continue to confront requests from a variety of investors and groups representing investors to decrease fees, which could result in a reduction in the fees and performance allocations and incentive fees we earn.

Certain policies and procedures implemented to mitigate potential conflicts of interest and address certain regulatory requirements may reduce the synergies across our various businesses.

Because of our various lines of asset management businesses, we may be subject to certain conflicts of interest and subject to greater regulatory oversight and more legal and contractual restrictions than that to which we would otherwise be subject if we had just one line of business. For example, we may cause funds that we manage in different lines of business to purchase different classes of securities in the same portfolio company, such as if one of our credit funds acquired a debt security issued by the same company in which one of our private equity funds owns common equity securities, or we may cause funds that we manage in different lines of business to purchase securities in the same portfolio company, such as if one of our constructivist equity funds acquired an equity security issued by the same company in which one of our private equity funds owns equity securities. A direct conflict of interest could arise between the debt holders and the equity holders or among funds that we manage in different lines of business, if such a company were to develop insolvency concerns, and we would have to carefully manage that conflict. To mitigate these conflicts and address regulatory, legal and contractual requirements across our various businesses, we have implemented certain policies and procedures (for example, information walls) that may reduce the positive synergies that we cultivate across these businesses for purposes of identifying and managing attractive investments. For example, we may come into possession of material nonpublic information with respect to issuers in which we may be considering making an investment or issuers in which our affiliates may hold an interest. As a consequence of such policies and procedures, we may be precluded from providing such information or other ideas to our other lines of business that might be of benefit to them.

Our failure to deal appropriately with conflicts of interest in our investment business could damage our reputation and adversely affect our businesses.

As we have expanded and as we continue to expand the number and scope of our businesses, we increasingly confront potential conflicts of interest relating to our funds’ investment activities. Investment manager conflicts of interest continue to be a significant area of focus for regulators and the media. Because of our size and the variety of businesses and investment strategies that we pursue, we may face a higher degree of scrutiny compared with investment managers that are smaller or focus on fewer asset classes. Certain of our funds may have overlapping investment objectives, including funds that have different fee structures and/or investment strategies that are more narrowly focused, and potential conflicts may arise with respect to allocation of investment opportunities among those funds to the extent the fund documents do not mandate a specific investment allocation. For example, we may allocate an investment opportunity that is appropriate for two or more investment funds in a manner that excludes one or more funds or results in a disproportionate allocation based on factors or criteria that we determine, such as the sourcing of the transaction, the specific nature of the investment or the size and type of the investment, among other factors.

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We may also decide to provide a co-investment opportunity to certain investors in lieu of allocating a piece of the investment to our funds. In addition, the challenge of allocating investment opportunities to certain funds may be exacerbated as we expand our business to include more lines of business, including more public vehicles. Allocating investment opportunities appropriately frequently involves significant and subjective judgments. The risk that fund investors could challenge allocation decisions as inconsistent with our obligations under applicable law, governing fund agreements or our own policies cannot be eliminated. In addition, the perception of noncompliance with such requirements or policies could harm our reputation with fund investors.

We may also cause different funds to invest in a single portfolio company, for example, where the fund that made an initial investment no longer has capital available to invest. We may also cause different funds that we manage to purchase different classes of securities in the same portfolio company. A decision to acquire material nonpublic information about a company while pursuing an investment opportunity for a particular fund gives rise to a potential conflict of interest when it results in our having to restrict the ability of other funds to take any action. Our affiliates may be service providers or counterparties to our funds or portfolio companies and receive fees or other compensation for services that are not shared with our fund investors. In such instances, we may be incentivized to cause our funds or portfolio companies to purchase such services from our affiliates rather than an unaffiliated service provider despite the fact that a third-party service provider could potentially provide higher-quality services or offer them at a lower cost. In addition, conflicts of interest may exist in the valuation of our investments and regarding decisions about the allocation of specific investment and co-investment opportunities among us, our funds and our affiliates, as well as the allocation of fees and expenses among us, our funds and their portfolio companies, and our affiliates. Lastly, in certain, infrequent instances we may purchase an investment alongside one of our investment funds or sell an investment to one of our investment funds and conflicts may arise in respect of the allocation, pricing and timing of such investments and the ultimate disposition of such investments. A failure to appropriately deal with these, among other, conflicts, could negatively impact our reputation and ability to raise additional funds or result in potential litigation or regulatory action against us.

Conflicts of interest may arise in our allocation of co-investment opportunities.

Potential conflicts will arise with respect to our decisions regarding how to allocate co-investment opportunities among investors and the terms of any such co-investments. As a general matter, our allocation of co-investment opportunities is within our discretion and there can be no assurance that co-investment opportunities of any particular type or amount will become available to any of our investors. We may take into account a variety of factors and considerations we deem relevant in allocating co-investment opportunities, including, without limitation, whether a potential co-investor has expressed an interest in evaluating co-investment opportunities, our assessment of a potential co-investor’s ability to invest an amount of capital that fits the needs of the investment and our assessment of a potential co-investor’s ability to commit to a co-investment opportunity within the required time frame of the particular transaction.

The investment advisers of our funds may have an incentive to provide potential co-investment opportunities to certain investors in lieu of others and/or in lieu of an allocation to our funds (including, for example, as part of an investor’s overall strategic relationship with us) if such allocations are expected to generate relatively greater fees or performance allocations to us than would arise if such co-investment opportunities were allocated otherwise.

Co-investment arrangements may be structured through one or more of our investment vehicles, and in such circumstances co-investors will generally bear the costs and expenses thereof (which may lead to conflicts of interest regarding the allocation of costs and expenses between such co-investors and investors in our funds). The terms of any such existing and future co-investment vehicles may differ materially, and in some instances may be more favorable to us, than the terms of certain of our funds or prior co-investment vehicles, and such different terms may create an incentive for us to allocate a greater or lesser percentage of an investment opportunity to such co-investment vehicles. There can be no assurance that any conflicts of interest will be resolved in favor of any particular investment funds or investors (including any applicable co-investors).

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Valuation methodologies for certain assets in our funds can be subject to significant subjectivity and the fair value of assets established pursuant to such methodologies may never be realized, which could result in significant losses for our funds and the reduction of performance revenues.

Our investment funds make investments in illiquid investments or financial instruments for which there is little, if any, market activity. We determine the value of such investments and financial instruments based on the fair value of such investments. The fair value of such investments and financial instruments is generally determined using a primary methodology and corroborated by a secondary methodology. Methodologies are used on a consistent basis and described in the investment funds’ valuation policies.

The determination of fair value using these methodologies takes into consideration a range of factors including, but not limited to, the price at which the investment was acquired, the nature of the investment, local market conditions, trading values on public exchanges for comparable securities, current and projected operating performance and financing transactions subsequent to the acquisition of the investment. These valuation methodologies involve a significant degree of management judgment. For example, as to investments that we share with another sponsor, we may apply a different valuation methodology than the other sponsor does or derive a different value than the other sponsor has derived on the same investment. These differences might cause some investors to question our valuations.

Because there is significant uncertainty in the valuation of, or in the stability of the value of, illiquid investments, the fair values of such investments as reflected in an investment fund’s net asset value do not necessarily reflect the prices that would actually be obtained by us on behalf of the investment fund when such investments are realized. Realizations at values significantly lower than the values at which investments have been reflected in prior fund net asset values would result in reduced gains or losses for the applicable fund, a decline in certain asset management fees and the reduction in potential performance allocations and incentive fees. Changes in values of investments from quarter to quarter may result in volatility in our investment funds’ net asset value, our investment in, or fees from, those funds and the results of operations and cash flow that we report from period to period. Further, a situation where asset values turn out to be materially different than values reflected in prior fund net asset values could cause investors to lose confidence in us, which would in turn result in difficulty in raising additional funds or redemptions from our hedge funds.

We may use borrowings to finance our business, exposing us to risks.

We may use borrowings to finance our business operations in the future. We currently have credit lines available that we plan to repay in accordance with their respective repayment schedules. We may also issue equity, which would dilute existing shareholders. Further, we may choose to repay any future borrowings using cash on hand, cash provided by our continuing operations or cash from the sale of our assets, each of which could reduce the amount of cash available to facilitate the growth and expansion of our businesses and pay dividends to our shareholders and operating expenses and other obligations as they arise. In order to obtain any future borrowings, we depend on the willingness and ability of financial institutions such as global banks to extend credit to us on favorable terms, and on our ability to access the debt and equity capital markets, which can be volatile. There is no guarantee that such financial institutions will continue to extend credit to us or that we will be able to access the capital markets to obtain borrowings.

Any debt financing obtained by us could also include restrictive covenants relating to our capital-raising activities, debt ratios, assets and other financial and operational matters. For instance, certain of our existing credit facilities contain restrictive covenants. Our ability to comply with these or other covenants may be affected by events beyond our control, and breaches of covenants could result in a default under our credit facilities and any future financing agreements into which we may enter in the future. If not waived, defaults could cause our outstanding indebtedness under our credit facilities and any future financing agreements that we may enter into under these terms to become immediately due and payable.

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The historical returns attributable to our funds should not be considered as indicative of the future results of our funds or of our future results or of any returns expected on an investment in Class A common shares.

The historical and potential future returns of the investment funds that we manage are not directly linked to returns on our Class A common shares. Therefore, any continued positive performance of the investment funds that we manage will not necessarily result in positive returns on an investment in our Class A common shares. However, poor performance of the investment funds that we manage would cause a decline in our revenue from such investment funds, and would therefore have a negative effect on our performance and in all likelihood the returns on an investment in our Class A common shares.

Moreover, with respect to the historical returns of our investment funds:

•we may create new funds in the future that reflect a different asset mix and different investment strategies, as well as a varied geographic and industry exposure as compared to our present funds, and any such new funds could have different returns from our existing or previous funds;

•despite periods of volatility, market conditions can at times be largely favorable, which may help to generate positive performance, particularly in our private equity, infrastructure, credit and real estate businesses, but there can be no assurance that such conditions will repeat or that our current or future investment funds will avail themselves of comparable market conditions;

•the rates of returns of our carry funds reflect unrealized gains as of the applicable measurement date that may never be realized, which may adversely affect the ultimate value realized from those funds’ investments;

•competition for investment opportunities resulting from, among other things, the increased amount of capital invested in alternative investment funds continues to increase;

•our investment funds’ returns in some years benefited from investment opportunities and general market conditions that may not repeat themselves, our current or future investment funds might not be able to avail themselves of comparable investment opportunities or market conditions, and the circumstances under which our current or future funds may make future investments may differ significantly from those conditions prevailing in the past;

•newly established funds may generate lower returns during the period in which they initially deploy their capital; and

•the rates of return reflect our historical cost structure, which may vary in the future due to various factors elsewhere in this annual report and other factors beyond our control, including changes in laws.

The future internal rate of return for any current or future fund may vary considerably from the historical internal rate of return generated by any particular fund, or for our funds as a whole. In addition, future returns will be affected by the applicable risks described elsewhere in annual report, including risks of the industries and businesses in which a particular fund invests.

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The due diligence process that we undertake in connection with investments by our investment funds may not reveal all facts and issues that may be relevant in connection with an investment.

When evaluating a potential business or asset for investment, we conduct due diligence that we deem reasonable and appropriate based on the facts and circumstances applicable to such investment. When conducting due diligence, we may be required to evaluate important and complex issues, including but not limited to those related to business, financial, credit risk, tax, accounting, ESG, anti-corruption, AML, legal and regulatory and macroeconomic trends. With respect to ESG, the nature and scope of our diligence will vary based on the investment, but may include a review of, among other things: air and water pollution, diversity, employee health and safety, accounting standards and bribery and corruption. Outside consultants, legal advisers, accountants and investment banks may be involved in the due diligence process in varying degrees depending on the type of investment. The due diligence investigation that we will carry out with respect to any investment opportunity may not reveal or highlight all relevant facts (including fraud, money laundering and/or corruption) or risks that may be necessary or helpful in evaluating such investment opportunity and we may not identify or foresee future developments that could have a material adverse effect on an investment, including, for example, potential factors, such as technological disruption of a specific company or asset, or an entire industry. Further, some matters covered by our diligence, such as ESG, are continuously evolving and we may not accurately or fully anticipate such evolution. In addition, when conducting due diligence on investments, including with respect to investments made by our funds, we rely on the resources available to us and information supplied by third parties, including information provided by the target of the investment. The information we receive from third parties may not be accurate or complete and therefore we may not have all the relevant facts and information necessary to properly assess and monitor our funds’ investment.

We expect to continue to make investments in companies that are based in Latin America, which may expose us to additional risks not typically associated with investing in companies that are based in the United States and Europe.

A substantial part of our funds’ investments are in the equity, debt, loans or other securities of issuers located in Latin America, including in Brazil, Chile, Mexico, Argentina and Colombia. Investments in non-U.S. securities involve certain factors not typically associated with investing in U.S. securities, including risks relating to:

•currency exchange matters, including fluctuations in currency exchange rates and costs associated with conversion of investment principal and income from one currency into another;

•less developed or efficient financial markets than in the United States, which may lead to potential price volatility and relative liquidity;

•the absence of uniform accounting, auditing and financial reporting standards, practices and disclosure requirements and less government supervision and regulation;

•changes in laws or clarifications to existing laws that could impact our tax treaty positions, which could adversely impact the returns on our investments;

•a less developed legal or regulatory environment, differences in the legal and regulatory environment or enhanced legal and regulatory compliance;

•heightened exposure to corruption risk in non-U.S. markets;

•political hostility to investments by foreign or private equity investors;

•reliance on a more limited number of commodity inputs, service providers and/or distribution mechanisms;

•higher rates of inflation;

•higher transaction costs;

•difficulty in enforcing contractual obligations;

•fewer investor protections and less publicly available information in respect of companies in non-U.S. markets;

•certain economic and political risks, including potential exchange control regulations and restrictions on non-U.S. investments and repatriation of profits on investments or of capital invested, the risks of political, economic or social instability, the possibility of expropriation or confiscatory taxation and adverse economic and political developments; and

•the possible imposition of non-U.S. taxes or withholding on income and gains recognized with respect to such securities.

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There can be no assurance that adverse developments with respect to such risks will not adversely affect our assets that are held in certain countries or the returns from these assets. See “—Inflation and government measures to curb inflation may adversely affect the economies and capital markets in some of the countries in which we operate, and as a result, harm our business and the trading price of our Class A common shares.”

Our asset management activities involve investments in relatively high-risk, illiquid assets, and we may fail to realize any profits from these activities for a considerable period of time or lose some or all of our principal investments.

Our investment funds invest in securities that are not publicly traded. In many cases, our investment funds may be prohibited by contract or by applicable securities laws from selling such securities or a period of time. Our investment funds will generally not be able to sell these securities publicly unless their sale is registered under applicable securities laws, or unless an exemption from such registration is available. The ability of many of our investment funds, particularly our private equity funds, to dispose of investments may depend on the public equity markets. For example, the ability to realize value from an investment may depend upon the ability to complete an initial public offering of the portfolio company in which such investment is held. Even if the securities are publicly traded, large holdings of securities can often be disposed of only over a substantial length of time, exposing the investment returns to risks of downward movement in market prices during the intended disposition period. Moreover, because the investment strategy of many of our funds, particularly our private equity, infrastructure, credit and real estate funds, often entails our having representation on our funds’ public portfolio company boards, our funds may be restricted in their ability to effect such sales during certain time periods. Accordingly, under certain conditions, our investment funds may be forced to either sell securities at lower prices than they had expected to realize or defer—potentially for a considerable period of time—sales that they had planned to make. We have made and expect to continue to make significant principal investments in our current and future investment funds. Contributing capital to these investment funds is risky, and we may lose some or the entire principal amount of our investments.

We may pursue large or otherwise complex investments, which involve enhanced business, regulatory, legal, environmental and other risks.

A number of our funds, including our real estate, infrastructure, credit and private equity funds, have invested and intend to continue to invest in large transactions or transactions that otherwise have substantial business, regulatory or legal complexity. In addition, as we raise new funds, such funds’ mandates may include investing in such transactions. Such investments involve enhanced risks. For example, larger or otherwise complex transactions may be more difficult, expensive and time-consuming to finance and execute. In addition, managing or realizing value from such investments may be more difficult as a result of, among other things, a limited universe of potential acquirers. In addition, larger or otherwise complex transactions may entail a higher level of scrutiny by regulators, labor unions and other third parties, as well as a greater risk of unknown and/or contingent liabilities. Any of these factors could increase the risk that our larger or more complex investments could be less successful and in turn harm the performance of our funds.

Larger transactions may be structured as “consortium transactions” due to the size of the investment and the amount of capital required to be invested. A consortium transaction involves an equity investment in which two or more investors serve together or collectively as equity sponsors. Consortium transactions generally entail a reduced level of control by us over the investment because governance rights must be shared with the other investors. Accordingly, we may not be able to control decisions relating to the investment, including decisions relating to the management and operation of the Company and the timing and nature of any exit, which could result in the risks described in “—Our investment funds may make investments in companies that we do not control.” In addition, the consequences to our investment funds of an unsuccessful larger investment could be more severe given the size of the investment.

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Our investment funds may make investments in companies that we do not control.

Investments by certain of our investment funds may include debt instruments and equity securities of companies that we do not control or passive or minority co-investments in companies we do not control. Such investments will be subject to the risk that the Company in which the investment is made may make business, financial or management decisions with which we do not agree or that the majority stakeholders or the management of the Company may take risks or otherwise act in a manner that does not serve our interests. In addition, to the extent we hold only a minority equity interest in a company, we may lack affirmative control rights, which may diminish our ability to influence the Company’s affairs in a manner intended to enhance the value of our investment in the Company, including with respect to the form and timing of an exit. If any of the foregoing were to occur, the values of investments by our investment funds could decrease and our financial condition, results of operations and cash flow could suffer as a result.

Our investments in prospective portfolio companies may be risky, and we could lose all or part of your investment.

We may invest in over leveraged, distressed, underperforming or small regional or family-owned businesses. Such businesses may be subject to increased exposure to adverse economic factors such as a significant rise in local interest rates, a severe downturn in the relevant country’s economy or deterioration in the condition of such portfolio company or its industry. In the event that, for example, such portfolio company is unable to generate sufficient cash flow to meet principal and interest payments on its indebtedness, the value of our equity investment in such portfolio company could be significantly reduced or even eliminated. Unfavorable economic conditions also could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. These events could prevent us from increasing investments and harm our operating results.

An investment strategy focused primarily on privately held companies presents certain challenges, including the lack of available information about these companies, a dependence on the talents and efforts of only a few key portfolio company personnel and a greater vulnerability to economic downturns.

Generally, little public information exists about privately held companies, and we will be required to rely on the ability of our investment professionals to obtain adequate information to evaluate the potential returns from investing in these companies. If we are unable to uncover all material information about these companies, we may not make a fully informed investment decision, and we may lose money on our investments. Also, privately held companies frequently have less diverse product lines and smaller market presence than larger competitors. These factors could affect our investment returns.

In addition, in the context of our private equity strategy, while it is not our intended investment focus, we may in the future purchase interests in companies that we do not control, including joint ventures and minority interests in such companies. Such purchases would be subject to risk we could not control.

Investments by our investment funds will in many cases rank junior to investments made by others.

In most cases, the companies in which our investment funds invest will have indebtedness or equity securities, or may be permitted to incur indebtedness or to issue equity securities, that rank senior to our investment. By their terms, such instruments may provide that their holders are entitled to receive payments of dividends, interest or principal on or before the dates on which payments are to be made in respect of our investment. Also, in the event of insolvency, liquidation, dissolution, reorganization or bankruptcy of a company in which an investment is made, holders of securities ranking senior to our investment would typically be entitled to receive payment in full before distributions could be made in respect of our investment. After repaying senior security holders, the Company may not have any remaining assets to use for repaying amounts owed in respect of our investment. To the extent that any assets remain, holders of claims that rank equally with our investment would be entitled to share on an equal and ratable basis in distributions that are made out of those assets. Also, during periods of financial distress or following an insolvency, the ability of our investment funds to influence a company’s affairs and to take actions to protect their investments may be substantially less than that of the senior creditors.

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Investors in our open-ended funds may redeem their investments in these funds. In addition, the investment management agreements that may be offered by us related to separately managed accounts may permit the investor to terminate our management of such account on short notice. Lastly, investors in our other investment funds have the right to cause these investment funds to be dissolved. Any of these events would lead to a decrease in our revenues, which could be substantial.

Investors in certain of our funds, mainly in credit and public equities strategies, may generally redeem their investments on a periodic basis subject to the applicable fund’s specific redemption provisions. In a declining market some of these funds may experience declines in value, and the pace of redemptions and consequent reduction in our assets under management could accelerate. Such declines in value may be both provoked and exacerbated by margin calls and forced selling of assets. To the extent appropriate and permissible under a fund’s constituent documents, we may limit or suspend redemptions during a redemption period, which may have a reputational impact on us. The decrease in revenues that would result from significant redemptions in such funds could have a material adverse effect on our business, revenues, net income and cash flows.

We currently manage a portion of investor assets through separately managed accounts whereby we may earn management and/or incentive fees, and we intend to continue to seek additional separately managed account mandates. The investment management agreements we enter into in connection with managing separately managed accounts on behalf of certain clients may be terminated by such clients.

The governing agreements of many of our investment funds provide that, subject to certain conditions, third party investors in those funds have the right to remove the general partner of the fund or to accelerate the termination date of the investment fund without cause by a specified percentage vote, resulting in a reduction in management fees we would earn from such investment funds and a significant reduction in the amounts of performance allocations and incentive fees from those funds. Performance allocations and incentive fees could be significantly reduced as a result of our inability to maximize the value of investments by an investment fund during the liquidation process or in the event of the triggering of a “clawback” obligation. In addition, the governing agreements of most of our investment funds, such as limited partnership agreements and private placement memoranda, provide that in the event certain “key persons” in our investment funds do not meet specified time commitments with regard to managing the fund, then investors in certain funds have the right to vote to terminate the investment period by a specified percentage vote in accordance with specified procedures or accelerate the withdrawal of their capital on an investor-by-investor basis, or the fund’s investment period will automatically terminate and a specified percentage vote of investors is required to restart it. In addition to having a significant negative impact on our revenue, net income and cash flow, the occurrence of such an event with respect to any of our investment funds would likely result in significant reputational damage to us.

Third-party investors in our investment funds with commitment-based structures may not satisfy their contractual obligation to fund capital calls when requested by us, which could adversely affect a fund’s operations and performance.

Investors in all of our funds make capital commitments to those funds that we are entitled to call from those investors at any time during prescribed periods. We depend on investors fulfilling their commitments when we call capital from them in order for those funds to consummate investments and otherwise pay their obligations (for example, management fees) when due. A default by an investor may also limit a fund’s availability to incur borrowings and avail itself of what would otherwise have been available credit. We have not had investors fail to honor capital calls to any meaningful extent. Any investor that did not fund a capital call would generally be subject to several possible penalties, including having a significant amount of its existing investment forfeited in that fund. However, the impact of the forfeiture penalty is directly correlated to the amount of capital previously invested by the investor in the fund and if an investor has invested little or no capital, for instance, early in the life of the fund, then the forfeiture penalty may not be as meaningful. Third-party investors in private equity, infrastructure, credit and real estate funds typically use distributions from prior investments to meet future capital calls. In cases where valuations of investors’ existing investments fall and the pace of distributions slows, investors may be unable to make new commitments to third-party managed investment funds such as those advised by us. If investors were to fail to satisfy a significant amount of capital calls for any particular fund or funds, the operation and performance of those funds could be materially and adversely affected.

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Risk management activities may adversely affect the return on our funds’ investments.

When managing our exposure to market risks, we may (on our own behalf or on behalf of our funds) from time to time determine to use forward contracts, options, swaps, caps, collars and floors or pursue other strategies or use other forms of derivative instruments to limit our exposure to changes in the relative values of investments that may result from market developments, including changes in prevailing interest rates, currency exchange rates and commodity prices. We are exposed to fluctuations in foreign currency exchange rates and we may enter into derivatives transactions to manage our exposure to exchange rate risk from time to time. The success of any hedging or other derivative transactions generally will depend on our ability to correctly predict market changes, the degree of correlation between price movements of a derivative instrument, the position being hedged, the creditworthiness of the counterparty and other factors. As a result, while we may enter into a transaction in order to reduce our exposure to market risks, the transaction may result in poorer overall investment performance than if it had not been executed. Such transactions may also limit the opportunity for gain if the value of a hedged position increases.

While such hedging arrangements may reduce certain risks, such arrangements themselves may entail certain other risks. These arrangements may require the posting of cash collateral at a time when a fund has insufficient cash or illiquid assets such that the posting of the cash is either impossible or requires the sale of assets at prices that do not reflect their underlying value. Moreover, these hedging arrangements may generate significant transaction costs, including potential tax costs, that reduce the returns generated by a fund. Finally, regulatory agencies may in the future require certain foreign exchange products to be subject to mandatory clearing, which could increase the cost of entering into currency hedges.

Our infrastructure, direct private equity and real estate funds are subject to the risks inherent in the ownership and operation of infrastructure, private equity and real estate and the construction and development of infrastructure, private equity and real estate.

Investments in our infrastructure, private equity and real estate funds will be subject to the risks inherent in the ownership and operation of infrastructure, private equity and real estate and real estate-related businesses and assets, including the deterioration of infrastructure, private equity and real estate fundamentals. These risks include but are not limited to, those associated with the burdens of ownership of real property, general and local economic conditions, changes in the supply of and demand for competing properties in an area (as a result, for instance, of overbuilding), fluctuations in the average occupancy and room rates for hotel properties, operating income, the financial resources of tenants, changes in building, environmental, zoning and other laws, casualty or condemnation losses, energy and supply shortages, various uninsured or uninsurable risks, natural disasters, changes in government regulations (such as rent control or operational licenses), changes in real property tax rates, changes in income tax rates, changes in interest rates, the reduced availability of mortgage funds which may render the sale or refinancing of properties difficult or impracticable, increased mortgage defaults, increases in borrowing rates, changes to the taxation of business entities and the deductibility of corporate interest expense or other applicable tax exemptions or benefits, negative developments in the economy that depress travel activity, environmental liabilities, contingent liabilities on disposition of assets, acts of god, terrorist attacks, war, climate change and other factors that are beyond our control. Climate-related risks include both (1) physical risks, such as rise in temperature, sea-level rise, changes in precipitation patterns, fluctuations in water levels or more frequent occurrence of extreme temperatures, droughts or other extreme meteorological phenomena, such as cyclones or hurricanes and (2) transitional risks, such as changes in laws, regulations, policies, obligations, social attitudes and customer preferences relating to the transition to a lower-carbon economy, which could adversely impact our business and prospects. In addition, if our infrastructure, private equity and real estate funds acquire direct or indirect interests in undeveloped land or underdeveloped real property, which may often be non-income producing, they will be subject to the risks normally associated with such assets and development activities, including risks relating to the availability and timely receipt of zoning and other regulatory or environmental approvals and licenses, the cost and timely completion of construction (including risks beyond the control of our fund, such as weather or labor conditions or material shortages) and the availability of both construction and permanent financing on favorable terms. In addition, our real estate funds may also make investments in real estate projects and/or otherwise participate in financing opportunities relating to residential real estate assets or portfolios thereof from time to time, which may be more highly susceptible to adverse changes in prevailing economic and/or market conditions and present additional risks relative to the ownership and operation of commercial infrastructure, private equity or real estate assets.

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Climate change can create transition risks, physical risks and other risks that could adversely affect us.

Climate-related risks can be an aggravating factor for the types of traditional risks that we encounter in the ordinary course of business, including without limitation the risks described in this “Risk Factors” section. Climate change may impact our market share through physical and transition risks. Risks associated with climate change are gaining increasing social, regulatory, economic and political relevance globally.

We strive to monitor increased regulatory compliance with climate-related risks that may result from the increased focus, pace, breadth, and depth of regulatory expectations requiring implementation in short time frames across multiple jurisdictions and from changes in public policy, laws, and regulations, of climate change and related environmental sustainability matters. However, our efforts may not be successful in mitigating such climate-related risks. Climate-related risks are assessed considering internationally recognized sustainability standards and frameworks.

Based on the current global regulatory and market dynamics, we continue evolving how we assess climate-related risks for Patria and the investments made by the funds we manage. Throughout a defined process, climate-related issues are considered in our investments where we assess climate-related risks at different moments and in different levels of depth in the due diligence stage of new investments. Aspects such as greenhouse gas (GHG) emissions, climate-related risks and opportunities, applicable climate-related KPIs for the management stage, and governance, strategy and risk mitigation measures are being evaluated, and recommendations addressed through comprehensive action plans. In our investments, we also seek to monitor KPIs related to GHG emissions, climate-related risks, and other climate change considerations.

Although it is not possible at this time to predict how new laws or regulations would impact our business, any future requirements imposing carbon pricing schemes, carbon taxes, emission control, or emission reduction obligations on the operations or activities performed by us, our portfolio companies or third parties hired to support our business may significantly impact our activities, such as increased compliance costs, impact on supply chain, implications for our employees’ health, among others, which could limit our ability to pursue certain business opportunities and invest in certain business segments, products and services, each of which could adversely affect our business, financial condition and results of operations. Additionally, failure to comply with such laws and regulations could result in liabilities or penalties that could significantly impact our operation and financial condition.

Certain of our investment funds may invest in securities of companies that are experiencing significant financial or business difficulties, including companies involved in bankruptcy or other reorganization and liquidation proceedings. Such investments are subject to a greater risk of poor performance or loss.

Certain of our investment funds may invest in business enterprises involved in workouts, liquidations, spinoffs, reorganizations, bankruptcies and similar transactions and may purchase high-risk receivables. An investment in such business enterprises entails the risk that the transaction in which such business enterprise is involved either will be unsuccessful, will take considerable time or will result in a distribution of cash or a new security the value of which will be less than the purchase price to the fund of the security or other financial instrument in respect of which such distribution is received. In addition, if an anticipated transaction does not in fact occur, the fund may be required to sell its investment at a loss. Investments in troubled companies may also be adversely affected by Brazilian laws relating to, among other things, fraudulent conveyances, voidable preferences, lender liability and a bankruptcy court’s discretionary power to disallow, subordinate or disenfranchise particular claims. Investments in securities and private claims of troubled companies made in connection with an attempt to influence a restructuring proposal or plan of reorganization in a bankruptcy case may also involve substantial litigation. Because there is substantial uncertainty concerning the outcome of transactions involving financially troubled companies, there is a potential risk of loss by a fund of its entire investment in such company. Moreover, a major economic recession could have a materially adverse impact on the value of such securities. Adverse publicity and investor perceptions, whether or not based on fundamental analysis, may also decrease the value and liquidity of securities rated below investment grade or otherwise adversely affect our reputation.

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Investments in infrastructure, private equity, real estate and certain other assets may expose us to increased environmental liabilities that are inherent in the ownership of real assets.

Ownership of real assets in our funds or vehicles may increase our risk of civil liability under environmental laws that impose, regardless of fault, joint and several liability for the cost of remediating contamination and compensation for damages. In addition, changes in environmental laws or regulations or the environmental condition of an investment may create liabilities that did not exist at the time of acquisition. Even in cases where we are indemnified by a seller against liabilities arising out of violations of environmental laws and regulations, there can be no assurance as to the financial viability of the seller to satisfy such indemnities or our ability to achieve enforcement of such indemnities.

This civil strict liability regime — that seeks recovery of environmental damage — is distinguished from administrative and criminal liabilities, which require identification of willful misconduct or fault and can result in sanctions by issuance of notices of violation by environmental agencies or conviction for environmental crime, briefly explained as follow. This means certain of our portfolio companies are subject to various federal, state and municipal laws and regulations relating to the protection of environment, including pollution, disposal of materials and chemical substances, protected areas, contamination of soil and groundwater, among other impacts to the environment. These laws and regulations are enforced by various governmental authorities.

Noncompliance with those laws and regulations may subject the violator to administrative and criminal sanctions, in addition to the obligation to repair or to pay damages caused to the environment and third parties. In this regard, we may be liable for violations by third parties hired to dispose of the waste of certain of our portfolio companies. Moreover, pursuant to Brazilian environmental laws and regulations, the piercing of the corporate veil of a company may occur in order to ensure enough financial resources for the recovery of damages caused against the environment under the civil liability regime.

Our investments in infrastructure assets may expose us to increased risks that are inherent in the ownership of real assets.

Investments in infrastructure assets may expose us to increased risks that are inherent in the ownership of real estate assets, such as:

•Ownership of infrastructure assets may present risk of liability for personal and property injury or impose significant operating challenges and costs with respect to, for example, compliance with zoning, environmental or other applicable laws;

•Infrastructure asset investments may face development and construction risks including, without limitation: (1) labor disputes, shortages of material and skilled labor, or work stoppages; (2) slower than projected construction progress and the unavailability or late delivery of necessary equipment: (3) less than optimal coordination with public utilities in the relocation of their facilities; (4) adverse weather and climate-related conditions and unexpected construction conditions; (5) accidents or the breakdown or failure of construction equipment or processes; (6) catastrophic events such as explosions, fires, terrorist activities and other similar events; and (7) delays in the issuance of the licenses and approvals needed for the development of the infrastructure. These risks could result in substantial unanticipated delays or expenses (which may exceed expected or forecasted budgets) and, under certain circumstances, could prevent completion of construction activities once undertaken. Certain infrastructure asset investments may remain in development or construction phases for a prolonged period and, accordingly, may not be cash-generative for a prolonged period. Recourse against the contractor may be subject to liability caps or may be subject to default or insolvency on the part of the contractor. Investments under development or investments acquired to be developed may receive little or no cash flow from the date of acquisition through the date of completion of development and may experience operating deficits after the date of completion. Market conditions may change during the course of construction that make such development less attractive than at the time it was commenced. In addition, there are risks inherent in the construction work that may give rise to claims or demands against a fund’s portfolio company. When completing an acquisition or making an investment in a project to be developed, value may be ascribed to infrastructure projects that do not achieve successful implementation, potentially resulting in a lower than expected internal rate of return over the life of the investment or in a total loss of the capital invested in such infrastructure project;

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•The operation of infrastructure assets is exposed to potential unplanned interruptions caused by significant catastrophic or force majeure events. These risks could, among other effects, adversely impact the cash flows available from investments in infrastructure assets, cause personal injury or loss of life, damage property, or instigate disruptions of service. In addition, the cost of repairing or replacing damaged assets could be considerable. Repeated or prolonged service interruptions may result in permanent loss of customers, litigation, or penalties for regulatory or contractual noncompliance. Chile lies on the Nazca tectonic plate, making it one of the world’s most seismically active regions. Our financial and operating performance in Chile may be adversely affected by force majeure events, such as natural disasters. Natural disasters such as earthquakes and floods may cause widespread damage which could impair the asset quality of our loan portfolio and could have an adverse impact on the economy of the affected region. Force majeure events that are incapable of, or too costly to, cure may also have a permanent adverse effect on an investment;

•The management of the business or operations of an infrastructure asset may be contracted to a third-party management company unaffiliated with us. Although it would be possible to replace any such operator, the failure of such operator to adequately perform its duties or to act in ways that are in our best interest, or the breach by an operator of applicable agreements or laws, rules and regulations, could have an adverse effect on the investment’s financial condition or results of operations. Infrastructure investments may involve the subcontracting of design and construction activities in respect of projects, and as a result our investments, are subject to the risks that contractual provisions passing liabilities to a subcontractor could be ineffective, the subcontractor fails to perform services which it has agreed to perform and the subcontractor becomes insolvent; and

•Infrastructure projects may have a substantial environmental impact. Land acquisition is often a significant issue when building a new project. Community and environmental groups may raise protests, which may be successful in attracting publicity and persuading governments to take action. Infrastructure projects may attract strong opposition from environmental groups for allegedly generating greater levels of air or water pollution, poor visual impact, effects on local population, flora and fauna, etc. Further, there can be no guarantee that all costs and risks regarding compliance with environmental laws and regulations can be identified. Standards are set by these laws and regulations regarding certain aspects of health and environmental quality, and they provide for penalties and other liabilities for the violation of such standards, and establish, in certain circumstances, joint and several obligations to remediate and rehabilitate current and former facilities and locations where operations are, or were, conducted or where materials were disposed of. New and more stringent environmental and health and safety laws, regulations and permit requirements or stricter interpretations of current laws or regulations could (1) impose substantial additional costs on potential infrastructure investments, (2) create liabilities which did not exist at the time of an acquisition and that could not have been foreseen and (3) otherwise place a fund investment at a competitive disadvantage compared to alternative forms of infrastructure. Required expenditures for environmental compliance have adversely impacted investment returns in a number of segments of the infrastructure industry. Certain industries will continue to face considerable oversight from environmental regulatory authorities and significant influence from non-governmental organizations and special interest groups. Compliance with such current or future environmental requirements does not ensure that the operations of certain invested companies will not cause injury to the environment or to people under all circumstances. Moreover, failure to comply with any such requirements could have a material adverse effect on a fund investment, and there can be no assurance that certain fund investments will at all times comply with all applicable environmental laws, regulations and permit requirements. Past practices or future operations of certain fund investments could also result in material personal injury or property damage claims. Any noncompliance with these laws and regulations could subject the infrastructure funds and their properties to material penalties or other liabilities. In addition, infrastructure funds may be exposed to substantial risk of loss from environmental claims arising from certain of their investments involving undisclosed or unknown environmental, health or other related matters.

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Infrastructure investments often involve an ongoing commitment to a municipal, state, federal or foreign government or regulatory agencies. The nature of these obligations expose us to a higher level of regulatory control than typically imposed on other businesses and may require us to rely on complex government licenses, concessions, leases or contracts, which may be difficult to obtain or maintain. Delay in obtaining or failure to obtain and maintain in full force and effect any regulatory approvals, or amendments thereto, or delay or failure to satisfy any regulatory conditions or other applicable requirements could prevent operation of a facility or sales to third parties or could result in additional costs to our infrastructure portfolio companies. Infrastructure investments may require operators to manage such investments and such operators’ failure to comply with laws, including prohibitions against bribing of government officials, may adversely affect the value of such investments and cause us serious reputational and legal harm. Revenues for such investments may rely on contractual agreements for the provision of services with a limited number of counterparties, and are consequently subject to counterparty default risk. The operations and cash flow of infrastructure investments are also more sensitive to inflation and, in certain cases, commodity price risk. Furthermore, services provided by infrastructure investments may be subject to rate regulations by government entities that determine or limit prices that may be charged. Similarly, users of applicable services or government entities in response to such users may react negatively to any adjustments in rates and thus reduce the profitability of such infrastructure investments.

Investments by our funds in the power and energy industries may involve various operational, construction, regulatory and market risks.

The development, operation and maintenance of power and energy generation facilities involves many risks, including, as applicable, labor issues, start-up risks, breakdown or failure of facilities, lack of sufficient capital to maintain the facilities and the dependence on a specific fuel source. Power and energy generation facilities in which our funds invest are also subject to risks associated with volatility in the price of fuel sources and the impact of unusual or adverse weather conditions or other natural events, as well as the risk of performance below expected levels of output, efficiency or reliability. The occurrence of any such items could result in lost revenues and/or increased expenses. In turn, such developments could impair a portfolio company’s ability to repay its debt or conduct its operations. We may also choose or be required to decommission a power generation facility or other asset. The decommissioning process could be protracted and result in the occurrence of significant financial and/or regulatory obligations or other uncertainties.

Our power and energy sector portfolio companies may also face construction risks typical for power generation and related infrastructure businesses. Such developments could result in substantial unanticipated delays or expenses and, under certain circumstances, could prevent completion of construction activities once undertaken. Delays in the completion of any power project may result in lost revenues or increased expenses, including higher operation and maintenance costs related to such portfolio company.

The power and energy sectors are the subject of substantial and complex laws, rules and regulation by various federal and state regulatory agencies. Failure to comply with applicable laws, rules and regulations could result in the prevention of operation of certain facilities or the prevention of the sale of such a facility to a third party, as well as the loss of certain rate authority, refund liability, penalties and other remedies, all of which could result in additional costs to a portfolio company and adversely affect the investment results. Any governmental policy changes encouraging or discouraging resource extraction could have the effect of changing energy prices, which could have a negative impact on certain of our investments. In addition, in recent years, there has been an increased focus by investors and other market participants on energy sustainability and increased activism, including through divestment of existing investments, with respect to sustainability-focused investing by asset managers, which could have a negative impact on our ability to exit certain of our energy investments or adversely affect the expected returns of new investment opportunities.

Our businesses that invest in the energy industry also may focus on investments in businesses involved in oil and gas exploration and development, which can be a speculative business involving a high degree of risk, including: (1) the use of new technologies; (2) reliance on estimates of oil and gas reserves in the evaluation of available geological, geophysical, engineering and economic data for each reservoir; and (3) encountering unexpected formations or pressures, premature declines of reservoirs, blowouts, equipment failures and other accidents in completing wells and otherwise, cratering, sour gas releases, uncontrollable flows of oil, natural gas or well fluids, adverse weather conditions, pollution, fires, spills and other environmental risks.

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In addition, the performance of the investments made by our credit and equity funds in the energy and natural resources markets are also subject to a high degree of market risk, as such investments are likely to be directly or indirectly substantially dependent upon prevailing prices of oil, natural gas and other commodities. Oil and natural gas prices are subject to wide fluctuation in response to factors beyond the control of us or our funds’ portfolio companies, including relatively minor changes in the supply and demand for oil and natural gas, market uncertainty, the level of consumer product demand, weather conditions, climate initiatives, governmental regulation, the price and availability of alternative fuels, political and economic conditions in oil-producing countries, the supply of such commodities and overall domestic and foreign economic conditions. These factors make it difficult to predict future commodity price movements with any certainty.

Certain of our portfolio companies in the power and energy industries may enter into power purchase agreements (“PPAs”). Payments by power purchasers to our portfolio companies pursuant to their respective PPAs may provide the majority of such companies’ cash flows. There can be no assurance that any or all of the power purchasers will fulfill their obligations under their PPAs or that a power purchaser will not become bankrupt or that upon any such bankruptcy its obligations under its respective PPA will not be rejected by a bankruptcy trustee. The failure of a power purchaser to fulfill its obligations under any PPA or the termination of any PPA may have a material adverse effect on the investment of any of our funds in a project that has such PPAs as the major provider of cash flows for that investment.

Finally, certain investments by our funds in the power and energy industries may be particularly sensitive to weather and climate-related conditions. For example, solar power generators rely on the frequency and intensity of sunlight, wind turbines rely on the frequency and intensity of the wind, and companies focused on biomass rely on the production of crops, which can be adversely affected by droughts and other weather conditions.

The financial projections of our funds’ portfolio companies as well as our own projections could prove inaccurate.

The capital structure of a fund’s portfolio company is generally set up at the time of the fund’s investment in the portfolio company based on, among other factors, financial projects prepared by the portfolio company’s management. These projected operating results will normally be based primarily on judgments of the management of the portfolio companies, which are also used as a basis for our own financial projections. In all cases, projections are only estimates of future results that are based upon assumptions made at the time that the projections are developed. General economic conditions, which are not predictable, along with other factors, may cause actual performance to fall short of such the financial projections. Because of the leverage we typically employ in our investments, this could cause a substantial decrease in the value of our equity holdings in the portfolio company. The inaccuracy of financial projections could thus cause our funds’ performance as well as our own overall performance to fall short of our expectations.

Contingent liabilities could harm fund performance.

We may cause our funds to acquire an investment that is subject to contingent liabilities. Such contingent liabilities could be unknown to us at the time of acquisition or, if they are known to us, we may not accurately assess or protect against the risks that they present. Acquired contingent liabilities could thus result in unforeseen losses for our funds. In addition, in connection with the disposition of an investment in a portfolio company, a fund may be required to make representations about the business and financial affairs of such portfolio company typical of those made in connection with the sale of a business. A fund may also be required to indemnify the purchasers of such investment to the extent that any such representations are inaccurate. These arrangements may result in the incurrence of contingent liabilities by a fund, even after the disposition of an investment. Accordingly, the inaccuracy of representations and warranties made by a fund could harm such fund’s performance.

Our funds may be forced to dispose of investments at a disadvantageous time.

Our funds may make investments of which they do not advantageously dispose of prior to the date the applicable fund is dissolved, either by expiration of such fund’s term or otherwise. Although we generally expect that our funds will dispose of investments prior to dissolution or that investments will be suitable for in-kind distribution at dissolution, we may not be able to do so. The general partners of our funds have only a limited ability to extend the term of the fund with the consent of fund investors or the advisory board of the fund, as applicable, and therefore, we may be required to sell, distribute or otherwise dispose of investments at a disadvantageous time prior to dissolution. This would result in a lower than expected return on the investments and, perhaps, on the fund itself.

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We are subject to risks in using prime brokers, custodians, counterparties, administrators and other agents.

Many of our funds depend on the services of prime brokers, custodians, counterparties, administrators, financial institutions and other agents to carry out certain financial, securities and derivatives transactions. The terms of these contracts are often customized and complex, and many of these arrangements occur in markets or relate to products that are not subject to regulatory oversight.

Our funds are subject to the risk that the counterparty to one or more of these contracts defaults, either voluntarily or involuntarily, on its performance under the contract. Any such default may occur suddenly and without notice to us. Moreover, if a counterparty defaults, we may be unable to take action to cover our exposure, either because we lack contractual recourse or because market conditions make it difficult to take effective action. This inability could occur in times of market stress, which is when defaults are most likely to occur.

In addition, our risk management process may not accurately anticipate the impact of market stress or counterparty financial condition, and as a result, we may not have taken sufficient action to reduce our risks effectively. Default risk may arise from events or circumstances that are difficult to detect, foresee or evaluate. In addition, concerns about, or a default by, one large participant could lead to significant liquidity problems for other participants, which may in turn expose us to significant losses.

Although we have risk management processes to ensure that we are not exposed to a single counterparty for significant periods of time, given the large number and size of our funds, we often have large positions with a single counterparty. For example, certain of our funds have credit lines. If the lender under one or more of those credit lines were to become insolvent, we may have difficulty replacing the credit line and one or more of our funds may face liquidity problems.

In the event of a counterparty default, particularly a default by a major investment bank or a default by a counterparty to a significant number of our contracts, one or more of our funds may have outstanding trades that they cannot settle or are delayed in settling. As a result, these funds could incur material losses and the resulting market impact of a major counterparty default could harm our businesses, results of operation and financial condition.

In the event of the insolvency of a prime broker, custodian, counterparty or any other party that is holding assets of our funds as collateral, our funds might not be able to recover equivalent assets in full as they will rank among the prime broker’s, custodian’s or counterparty’s unsecured creditors in relation to the assets held as collateral. In addition, our funds’ cash held with a prime broker, custodian or counterparty generally will not be segregated from the prime broker’s, custodian’s or counterparty’s own cash, and our funds may therefore rank as unsecured creditors in relation thereto.

The counterparty risks that we face have increased in complexity and magnitude as a result of disruption in the financial markets in recent years. For example, in certain areas the number of counterparties we face has increased and may continue to increase, which may result in increased complexity and monitoring costs. Conversely, in certain other areas, the consolidation and elimination of counterparties have increased our concentration of counterparty risk and decreased the universe of potential counterparties, and our funds are generally not restricted from dealing with any particular counterparty or from concentrating any or all of their transactions with one counterparty. In addition, counterparties have in the past and may in the future react to market volatility by tightening underwriting standards and increasing margin requirements for all categories of financing, which may decrease the overall amount of leverage available and increase the costs of borrowing. See “—Extensive regulation of our businesses affects our activities of the funds managed by Patria, and their portfolio companies and creates the potential for significant liabilities and penalties. The possibility of increased regulatory focus could result in additional burdens on our business.”

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If we were deemed to be an “investment company” under the Investment Company Act, applicable restrictions could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business, results of operations and financial condition.

We intend to continue to conduct our operations so that the Company will not be deemed to be an investment company under the Investment Company Act. Rule 3a-1 under the Investment Company Act generally provides that an entity will not be deemed to be an “investment company” for purposes of the Investment Company Act if: (1) it does not hold itself out as being engaged primarily, and does not propose to engage primarily, in the business of investing, reinvesting or trading securities and (2) consolidating the entity’s wholly owned subsidiaries (within the meaning of the Investment Company Act), no more than 45% of the value of its assets (exclusive of U.S. government securities and cash items) consists of, and no more than 45% of its net income after taxes (for the past four fiscal quarters combined) is derived from, securities other than U.S. government securities, securities issued by employees’ securities companies, securities issued by qualifying majority owned subsidiaries of such entity and securities issued by qualifying companies that are controlled primarily by such entity.

We believe that we are engaged primarily in the business of providing asset management services and not in the business of investing, reinvesting or trading in securities. We also believe that the primary source of income from each of our businesses is properly characterized as income earned in exchange for the provision of services. We hold ourselves out as an asset management firm and do not propose to engage primarily in the business of investing, reinvesting or trading in securities. Accordingly, we do not believe that the Company is an “orthodox” investment company as defined in the Investment Company Act and described in clause (1) in the first sentence of the preceding paragraph. Furthermore, the Company’s assets, consolidated with its wholly owned subsidiaries (within the meaning of the Investment Company Act), consist primarily of (1) property, plant and equipment, (2) fee receivables for services rendered, (3) intangible assets that are not securities (4) goodwill, and (5) other assets that we believe would not be considered securities for purposes of the Investment Company Act. Therefore, we believe that, consolidating the Company’s wholly owned subsidiaries (within the meaning of the Investment Company Act), no more than 45% of the value of its assets (exclusive of U.S. government securities and cash items) consists of, and no more than 45% of its net income after taxes (for the past four fiscal quarters combined) is derived from, securities other than U.S. government securities, securities issued by employees’ securities companies, securities issued by qualifying majority owned subsidiaries of the Company and securities issued by qualifying companies that are controlled primarily by the Company. Accordingly, we do not believe the Company is an inadvertent investment company by virtue of the 45% test in Rule 3a-1 under the Investment Company Act as described in clause (2) in the first sentence of the preceding paragraph. In addition, we believe the Company is not an investment company under section 3(b)(1) of the Investment Company Act because it is primarily engaged in a non-investment company business.

However, our subsidiaries have a significant number of investment securities, and we expect to make investments in other investment securities from time to time. We monitor these holdings regularly to confirm our continued compliance with the assets and income test described above. The need to comply with this test may cause us to restrict our business and subsidiaries with respect to the assets in which we can invest and/or the types of securities we may issue, to sell investment securities, including on unfavorable terms, to acquire assets or businesses that could change the nature of our business or to potentially take other actions that may be viewed as adverse to the holders of our Class A common stock, in order to conduct our business in a manner that does not subject us to the registration and other requirements of the Investment Company Act.

If anything were to happen which would cause the Company to be deemed to be an investment company under the Investment Company Act, we might lose our ability to raise money in the U.S. capital markets and from U.S. lenders, and additional restrictions under the Investment Company Act could apply to us, all of which could make it impractical for us to continue our business as currently conducted. This would materially and adversely affect the value of your Class A common shares and our ability to pay dividends in respect of our common shares

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If we are required to register under the Investment Advisers Act, our ability to conduct business could be materially adversely affected.

The U.S. Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”), contains substantive legal requirements that regulate the manner in which “investment advisers” required to register under the Investment Advisers Act are permitted to conduct their business activities. We believe that we, together with our subsidiaries that are not registered under the Investment Advisers Act (the “Non-RIA Subsidiaries”), to the extent any such entities act as investment advisers within the meaning of the Investment Advisers Act, qualify for exemptions from registration thereunder, including exemptions for non-U.S. investment advisers whose only U.S. clients are private funds that are generally managed outside the United States and for non-U.S. investment advisers with only a small number of U.S. clients with limited assets under management.

Although exempt from registration under the Investment Advisers Act, we or certain of our Non-RIA Subsidiaries may still be required to file reports with the SEC as “exempt reporting advisers” pursuant to the terms of the registration exemption on which they rely. Provisions of the Investment Advisers Act that apply only to registered investment advisers do not apply to exempt reporting advisers. However, exempt reporting advisers are subject to some of the requirements and regulations of the Investment Advisers Act, including, among other things, fiduciary duties to advisory clients, recordkeeping and regulatory reporting requirements, disclosure obligations, limitations on agency cross and principal transactions between an adviser and its advisory clients, anti-corruption rules relating to investors associated with U.S. state or local governments, and general anti-fraud prohibitions. In addition, the SEC is authorized under the Investment Advisers Act to require exempt reporting advisers, including those affiliated with us or our subsidiaries, to maintain records and provide reports, and to examine these advisers’ records.

While we believe our current practices do not require us or any of our Non-RIA Subsidiaries to register as an investment adviser under the Investment Advisers Act, if a regulator were to disagree with our analysis with respect to any portion of our business, we or a Non-RIA Subsidiary may be required to register as an investment adviser and to comply with the Investment Advisers Act. Registering as an investment adviser could adversely affect our method of operation and revenues. For example, registered investment advisers under the Investment Advisers Act are subject to burdensome compliance requirements with respect to, among other things, reporting and recordkeeping, custody of client assets, advertising and performance information, conflicts of interests, restrictions on affiliate transactions, advisory contracts, and aggregation and allocation of client trades. It could be difficult for us to comply with these obligations without meaningful changes to our business operations, and there is no guarantee that we could do so successfully. If we were ever deemed to be subject to, and in noncompliance with, Investment Advisers Act requirements, we could also be subject to various penalties, including administrative or judicial proceedings that might result in censure, fines, civil penalties, cease-and-desist orders or other adverse consequences, as well as private rights of action, any of which could materially adversely affect our business.

In the past, we identified material weaknesses in our internal control over financial reporting and, if we fail to maintain effective internal controls over financial reporting, we may be unable to accurately report our results of operations, meet our reporting obligations and/or prevent fraud.

In the past, we have identified material weaknesses in our internal control over financial reporting, and we cannot provide assurance that significant deficiencies or material weaknesses in our internal control over financial reporting will not be identified in the future. In addition, if we fail to maintain the adequacy of our internal control over financial reporting, as accounting standards are modified, supplemented or amended from time to time, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002. For further information, see “Item 15. Controls and Procedures—D. Changes in Internal Control Over Financial Reporting.” If we fail to maintain an effective internal control environment, we could suffer material misstatements in our financial statements, fail to meet our reporting obligations or fail to prevent fraud, which would likely cause investors to lose confidence in our reported financial information. This could, in turn, limit our access to capital markets, harm our results of operations, and lead to a decline in the trading price of our Class A common shares. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from Nasdaq, regulatory investigations and civil or criminal sanctions.

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We are subject to the Sarbanes-Oxley Act, which requires, among other things, that we establish and maintain effective internal control over financial reporting and disclosure controls and procedures. Under the current rules of the SEC, we are required to perform system and process evaluation and testing of our internal controls over financial reporting to allow management to assess their effectiveness. Our testing may in the future reveal deficiencies in our internal controls that are deemed to be material weaknesses or significant deficiencies and render our internal controls over financial reporting ineffective. If we or our management identifies material weaknesses or significant deficiencies in our internal controls over financial reporting that are deemed to be additional material weaknesses, the market price of our Class A common shares may decline and we may be subject to investigations or sanctions by the SEC, the Financial Industry Regulatory Authority, Inc. (“FINRA”), or other regulatory authorities as well as result in litigation.

Certain Factors Relating to the Countries in Which We Operate

Governments have a high degree of influence in Brazil, Chile and the other economies in which we operate. The effects of this influence and political and economic conditions could harm us and the trading price of our Class A common shares. In addition, recent economic and political instability in Brazil, Chile, and Colombia in general has led to a negative perception of these economies and higher volatility in the securities markets, which also may adversely affect us and our Class A common shares.

Governments in many of the markets in which we currently, or may in the future, operate frequently exercise significant influence over their respective economies and occasionally make significant changes in policy and regulations. Government actions to control inflation and other policies and regulations have often involved, among other measures, increases or decreases in interest rates, changes in fiscal policies, wage and price controls, foreign exchange rate controls, blocking access to bank accounts, currency devaluations, capital controls and import and export restrictions. We have no control over and cannot predict what measures or policies governments may take in the future. We and the market price of our securities may be harmed by changes in government policies, as well as general economic factors, including, without limitation:

•growth or downturn of the relevant economy;

•interest rates and monetary policies;

•exchange rates and currency fluctuations;

•inflation;

•liquidity of the capital and lending markets;

•import and export controls;

•exchange controls and restrictions on remittances abroad and payments of dividends;

•modifications to laws and regulations according to political, social and economic interests;

•fiscal policy and changes in tax laws and related interpretations by tax authorities;

•economic, political and social instability, including general strikes and mass demonstrations;

•the regulatory framework governing the financial services industry;

•labor and social security regulations;

•energy and water shortages and rationing;

•commodity prices;

•public health, including as a result of epidemics and pandemics;

•changes in demographics; and

•other political, diplomatic, social and economic developments in or affecting Latin America.

Uncertainty over whether Brazil and other Latin American governments will implement reforms or changes in policy or regulation affecting these or other factors in the future may affect economic performance and contribute to economic uncertainty in Latin America, such as increased tax uncertainty regarding the tax authorities’ interpretations of applicable tax laws and exemptions, which may have an adverse effect on our activities and consequently our operating results, and may also adversely affect the trading price of our Class A common shares.

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In addition, recent economic and political instability in Brazil in general has led to a negative perception of the Brazilian economy and higher volatility in the Brazilian securities markets, which also may adversely affect us and our Class A common shares. See “—The ongoing economic uncertainty and political instability in Brazil may harm us and the price of our Class A common shares” and “Item 5. Operating and Financial Review and Prospects—A. Operating results—Significant Factors Affecting our Results of Operations—Latin American Macroeconomic Environment.”

Developments and the perceptions of risks in emerging market countries, the United States, Europe, or other regions may harm the economies of countries in which we operate and affect the trading price of our Class A common shares.

The market for securities offered by companies with significant operations in Brazil, Chile and other Latin American countries is influenced by political, economic and market conditions in the region and, to varying degrees, market conditions in other emerging markets, as well as the United States, Europe and other countries. To the extent the conditions of the global markets or economy deteriorate, the business of companies with significant operations in Brazil, Chile and other Latin American countries may be harmed. The weakness in the global economy has been marked by, among other adverse factors, lower levels of consumer and corporate confidence, decreased business investment and consumer spending, increased unemployment, reduced income and asset values in many areas, reduction of China’s growth rate, currency volatility and limited availability of credit and access to capital. Developments or economic conditions in other emerging market countries have at times significantly affected the availability of credit to companies with significant operations in Latin America and resulted in considerable outflows of funds from Latin American countries, decreasing the amount of foreign investments in the region.

Crises and political instability in other emerging market countries, the United States, Europe or other countries, including increased international trade tensions and protectionist policies, could decrease investor demand for securities offered by companies with significant operations in Brazil, Chile and other Latin American countries, such as our Class A common shares.

In June 2016, the United Kingdom held a referendum in which the majority voted for the United Kingdom to leave the European Union (so called “Brexit”), and the British government continued to negotiate the terms of its withdrawal. The exit officially occurred on January 31, 2020.

There have also been concerns over conflicts, unrest and terrorist threats in the Middle East, Europe and Africa, which have resulted in volatility in oil and other markets. The United States and Russia have been at odds over Ukraine and Eastern Europe. An escalation of the tensions between the United States and Russia could adversely affect the global economy. The United States and China have recently been involved in disputes regarding Taiwan, rights to navigation in the South China Sea, alleged human rights abuses in China, as well as in a controversy over trade barriers in China that threatened a trade war between the countries. Sustained tension between the United States and China over these and other matters could significantly undermine the stability of the global economy. It is unclear whether these challenges and uncertainties will be contained or resolved, and what effects they may have on the global political and economic conditions in the long-term. See also “—The ongoing military conflicts between Russia and Ukraine and Israel and Hamas may have repercussions on the world’s geopolitical and economic scenarios.”

The ongoing economic uncertainty and political instability in Brazil may harm us and the price of our Class A common shares.

Brazil’s political environment has historically influenced, and continues to influence, the performance of the country’s economy. Political crises have affected and continue to affect the confidence of investors and the general public, which have historically resulted in economic deceleration and heightened volatility in the securities offered by companies with significant operations in Brazil.

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The recent economic instability in Brazil have contributed to a decline in market confidence in the Brazilian economy. In recent years, various investigations into allegations of money laundering and corruption were conducted by the Office of the Brazilian Federal Prosecutor, including the largest of such investigations, known as “Operação Lava Jato,” which negatively impacted the Brazilian economy and political environment. The potential outcome of these investigations is uncertain, but they have already had an adverse impact on the image and reputation of the implicated companies, and on the general market perception of the Brazilian economy. We cannot predict whether the ongoing investigations will result in further political and economic instability, or if new allegations against government officials and/or executives of private companies will arise in the future. A number of senior politicians, including current and former members of Congress and the Executive Branch, and high-ranking executive officers of major corporations and state-owned companies in Brazil were arrested, convicted of various charges relating to corruption, entered into plea agreements with federal prosecutors and/or have resigned or been removed from their positions as a result of these Lava Jato investigations. These individuals are alleged to have accepted bribes by means of kickbacks on contracts granted by the government to several infrastructure, oil and gas and construction companies. The profits of these kickbacks allegedly financed the political campaigns of political parties, for which funds were unaccounted or not publicly disclosed. These funds were also allegedly directed toward the personal enrichment of certain individuals. The effects of Lava Jato as well as other ongoing corruption-related investigations resulted in an adverse impact on the image and reputation of the companies that have been implicated as well as on the general market perception of the Brazilian economy, political environment and capital markets. We have no control over, and cannot predict, whether such investigations or allegations will lead to further political and economic instability or whether new allegations against government officials will arise in the future.

It is expected that the Brazilian federal government may propose the general terms of fiscal reform to stimulate the economy and reduce the forecasted budget deficit for 2025 but it is uncertain whether the Brazilian government will be able to gather the required support in the Brazilian Congress to pass additional specific reforms. We cannot predict which policies the Brazilian federal government may adopt or change or the effect that any such policies might have on our business and on the Brazilian economy. In addition, the Brazilian government incurred significant levels of debt to finance measures to combat the COVID-19 pandemic and other campaign proposals of the new Brazilian president, which is expected to continue to increase the Brazilian budget deficit. Any such new policies or changes to current policies may have a material adverse impact on our business, results of operations, financial condition and prospects.

Further, the former president Jair Messias Bolsonaro was the subject of several inquiries related to potential misconduct committed during his term of office following allegations made by the former Minister of Justice as well as a Parliamentary Committee Inquiry (Comissão Parlamentar de Inquérito, or “CPI”) focused on the president’s handling of the COVID-19 pandemic, including the potential misuse of government funds and other matters. Furthermore, the federal police formally indicted Bolsonaro in November 2024 of attempting a coup plot to remain in office after his defeat in the 2022 election. In February 2025, Brazil’s Prosecutor-General’s Office filed charges against Bolsonaro at the Supreme Court. The potential outcome of these and other inquiries, as well as potential new inquiries involving Jair Messias Bolsonaro that may arise, are uncertain, but they had a negative impact on the general perception of the Brazilian economy and have adversely affected and may continue to affect our businesses, financial condition, and results of operations, as well as the market price of our Class A common shares.

Any of the above factors may create additional political uncertainty, which could harm the Brazilian economy and, consequently, our business, and could adversely affect our financial condition, results of operations and the trading price of our Class A common shares.

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Inflation and government measures to curb inflation may adversely affect the economies and capital markets in some of the countries in which we operate, and as a result, harm our business and the trading price of our Class A common shares.

In the past, high levels of inflation have adversely affected the economies and financial markets of some of the countries in which we operate, particularly Argentina and Brazil, and the ability of their governments to create conditions that stimulate or maintain economic growth. Moreover, governmental measures to curb inflation and speculation about possible future governmental measures have contributed to the negative economic impact of inflation and have created general economic uncertainty and heightened volatility in the capital markets. As part of these measures, governments have at times maintained a restrictive monetary policy and high interest rates that has limited the availability of credit and economic growth. In 2023, elevated interest rates in Brazil contained the rise of inflation, but after initially beginning to cut interest rates, the Central Bank reversed course part way through 2024 and began to raise interest rates again in response to persistent inflation. Uncertainty remains as to the continued inflationary pressures resulting from the indirect impacts of conflicts, such as the ongoing wars in Israel and Ukraine, on global supply chains.

According to the National Consumer Price Index (Índice Nacional de Preços ao Consumidor Amplo) (“IPCA”) which is published by the Brazilian Institute for Geography and Statistics (Instituto Brasileiro de Geografia e Estatística) (the “IBGE”), Brazilian inflation rates were 4.8%, 4.6% and 5.8% for the years ended as of December 31, 2024, 2023 and 2022, respectively. Brazil may experience high levels of inflation in the future and inflationary pressures may lead to the Brazilian government’s intervening in the economy and introducing policies that could harm our business and the trading price of our Class A common shares. One of the tools used by the Brazilian government to control inflation levels is its monetary policy, specifically relating to interest rates. An increase in the interest rate restricts the availability of credit and reduces economic growth, and vice versa. During recent years there has been significant volatility in the official Brazilian interest rate, which ranged from 14.25% on December 31, 2015 to 2.00% on August 5, 2020. This rate is set by the Monetary Policy Committee of the Central Bank (Comitê de Política Monetária) (“COPOM”). On March 17, 2021, COPOM began to rapidly raise the SELIC rate, first to 2.75% and then by the end of the year to 9.25% on December 8, 2021. In 2022, COPOM continued to raise the rate, reaching a peak of 13.75% on August 3, 2022, where it remained stable. On August 2, 2023, COPOM reversed this trend by lowering the SELIC rate to 13.25%, and continued a pattern of reductions ultimately reducing it to 10.50% on May 8, 2024. However, on September 18, 2024, in response to inflationary pressures, COPOM began to increase rates again, increasing the SELIC rate first back to 10.75%. As of the date of this annual report, the SELIC rate is now 14.75%. Conversely, more lenient government and Central Bank policies and interest rate decreases have triggered and may continue to trigger increases in inflation in the future and, consequently, may lead to increased volatility and the need for sudden and significant interest rate increases, which could negatively affect us and increase our funds and their portfolio companies indebtedness. Any change in interest rates, in particular any volatile swings, can adversely affect our growth, results of operations and financial condition, as well as our funds and their portfolio companies.

In addition, Argentina has been considered highly inflationary under U.S. GAAP and also under IFRS. Although inflation rates in certain of the other countries in which we operate have been relatively low in the recent past, we cannot assure you that this trend will continue. The measures taken by the governments of these countries to control inflation have often included maintaining a tight monetary policy with high interest rates, thereby restricting the availability of credit and retarding economic growth. Inflation, measures to combat inflation and public speculation about possible additional actions have also contributed materially to economic uncertainty in many of these countries and to heightened volatility in their securities markets. Periods of higher inflation may also slow the growth rate of local economies that could lead to reduced demand for our products and services as well as those of our portfolio companies’ businesses. Inflation is also likely to increase some costs and expenses of our portfolio companies’ businesses, which they may not be able to fully pass on to customers and could adversely affect our operating margins and operating income.

Political, legal, regulatory and economic uncertainty arising from social unrest in Chile and the resulting social reforms could adversely impact our business.

Certain of our operations are dependent on the Chilean political and social environment. Thus, our results of operations could be negatively impacted by unfavorable political, legal, regulatory, economic and diplomatic developments, social instability or unrest, as well as dramatic changes in public policies, including expropriation, nationalization, international ownership legislation, interest rate caps and tax policy.

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During October 2019, growing public concern over perceived social inequality led to a rise in social unrest. The social unrest caused commercial disruptions throughout the country, especially in Santiago and other major cities, including Valparaíso and Concepción. In response to these events, the former government implemented a social agenda intended to increase basic pensions, expand social health coverage, and reduce and stabilize tariffs for some public services (such as public transportation and electricity) distributed to regulated customers.

Furthermore, after three weeks of nationwide protests, the Chilean government announced in November 2019 that it would initiate a process to draft a new constitution for Chile. When the government announced the process of enacting a new constitution, there was increased volatility in the Chilean stock market and exchange rate fluctuations that resulted in a weakening of the Chilean peso against the U.S. dollar. The share prices on local banks and bond spreads suffered significant declines in the market. After a prolonged drafting process, the draft of the new constitution was rejected by a large majority of voters (around 62%). Due to the rejection of the draft, a new constitutional process began. In December 2023, a second draft of the constitution was put to the vote and more than 55% of voters elected to reject the constitutional amendment. As a result, the constitution drafted in 1980 remains in force. Although the Chilean government has publicly stated that it will not launch a new constitutional reform process, it is uncertain whether this process will not be initiated again at a later date or by a different government. There can be no assurance as to whether a new constitutional reform process, or any amendments to the Chilean constitution implemented as a consequence of such a process, will not have a material adverse effect on our business, financial condition or results of operations.

In addition, we cannot assure you that the social unrest will not reappear in Chile and that violent crimes and insecurity will not further increase in the future and, therefore, we can offer no assurance that it will not have a negative impact on economic growth, the overall Chilean business environment and our results of operations and financial condition. In this regard, in recent years we have seen a surge in certain violent crimes and insecurity in Chile, some of them related to drug trafficking and organized crime, which have raised concerns among the population and the Chilean government. Accordingly, the Chilean congress has approved new legal bodies and the current administration is implementing plans which seek to reinforce public security both at Chilean borders and in specific cities with high criminality indices.

Further, there can be no assurance as to the policies and reforms that the current and future governments and the Chilean congress may propose or take in order to address both social demands or criminality, while their impact on Chile’s economic and fiscal situation, growth, stability, outlook are still uncertain. Likewise, we cannot assure you that the coming presidential primary elections scheduled for June 2025 and the presidential elections to be held in November 2025 will result in reasonable economic and social policies. In this regard, given the emergence of more radical political stances in Chile and abroad over the last decade, we cannot rule out that potential candidates representing such ideas will be elected in Chile and, if that happens, we cannot assure that there will be consistent and adequate political counterweights in Congress. Therefore, we are not able to currently predict the effects that any future policies or reforms in other economic and social fields may have on the Chilean economy, the banking activity and our business, financial condition and results of operations.

Our growth, portfolio asset quality and profitability may be adversely affected by macroeconomic and political conditions in Chile.

A substantial number of our investment portfolio assets and companies are located in Chile. Chile’s economy has experienced significant volatility in recent decades, characterized, in some cases, by slow or regressive growth and declining investment. This volatility resulted in fluctuations in the investment levels and in the relative economic strength of various segments of the economies in which we operate. The Chilean economy may not continue to grow at similar rates as in the past, or future developments may negatively affect Chile’s overall levels of economic activity.

Negative and fluctuating economic conditions, such as slowing or negative growth and a changing interest rate and inflationary environment, may impact our profitability by reducing our portfolio companies operational margins and leading to decreased demand for their products and services. Negative and fluctuating economic conditions in Chile, including as a result of fiscal and monetary adjustments during 2023 and 2024 could also result in increased public debt and instability in Chile’s banking system and the Chilean economy as a whole, particularly since commercial banks’ exposure to government debt is high in Chile.

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Our revenues are also subject to risk of loss from unfavorable political and diplomatic developments, social instability, international conflicts, and changes in governmental policies, including expropriation, international ownership legislation, and tax policies. Fluctuations in copper prices, including as a result of potential downturns in Chinese demand, may give rise to volatility in the Chilean financial markets and cause further economic instability in the country. Natural disasters such as earthquakes and floods may cause widespread damage which could also impair the asset quality of our loan portfolio and could have an adverse impact on the economy of the affected region. Our growth, portfolio quality and profitability may be adversely affected by volatile macroeconomic and political conditions in Chile. Any material change to United States trade policy with respect to Chile could also have a material adverse effect on the economy, which could in turn materially harm our financial condition and results of operations.

Exchange rate instability may have adverse effects on the economies of the countries in which we operate, our business and the trading price of our Class A common shares.

Our functional currency is the U.S. dollar. Currencies in the countries in which we operate, including in Latin America have been historically volatile and been devalued frequently over the past few decades. Throughout this period, governments in Latin America have implemented various economic plans and used various exchange rate policies, including sudden devaluations, periodic mini-devaluations (during which the frequency of adjustments has ranged from daily to monthly), exchange controls, dual exchange rate markets and a floating exchange rate system. Although long-term depreciation of currencies in Latin America is generally linked to the rate of inflation in those countries, depreciation of the currencies occurring over shorter periods of time has resulted in significant variations in the exchange rate as against the U.S. dollar and other currencies. For example, in 2021, the Brazilian real depreciated 7% to R$5.581 per US$1.00 on December 31, 2021. In 2022, the real appreciated 6.5% to R$5.218 per US$1.00 on December 31, 2022. The real/U.S. dollar exchange rate reported by the Central Bank was R$4.841 per US$1.00 on December 31, 2023, which reflected a 7.2% appreciation of the real against the U.S. dollar during 2023 due to fluctuating macroeconomic conditions. The real/U.S. dollar exchange rate reported by the Central Bank was R$6.192 per US$1.00 on December 31, 2024, which reflected a 27.9% depreciation of the real against the U.S. dollar during 2024 due to fluctuating macroeconomic conditions. As of April 25, 2025, the real/U.S. dollar exchange rate reported by the Central Bank was R$5.68 per US$1.00, an appreciation of 8.20% of the real since December 31, 2024. In addition, the Chilean peso has also been subject to significant devaluation in the past and may be subject to significant fluctuations in the future. The observed Chilean peso exchange rate depreciated 13.7% in 2024, depreciated 2.9% in 2023 and appreciated 0.6% in 2022. The depreciation of the Chilean peso in 2024 was mainly due to high U.S. interest rates across the yield curve. There can be no assurance that the currencies in the countries in which we operate will not appreciate or further depreciate against the U.S. dollar or other currencies in the future.

A devaluation of the Brazilian real, Chilean peso or other relevant currencies relative to the U.S. dollar could create inflationary pressures in those countries and cause their respective governments to, among other measures, increase interest rates. Any depreciation of the currency may generally restrict access to the international capital markets. It would also reduce the U.S. dollar value of our results of operations. Restrictive macroeconomic policies could reduce the stability of the economies in which we operate, including the Brazilian economy, and harm our results of operations and profitability. In addition, domestic and international reactions to restrictive economic policies could have a negative impact on those economies. These policies and any reactions to them may harm us by curtailing access to foreign financial markets and prompting further government intervention. A devaluation of local currencies relative to the U.S. dollar may also, as in the context of the current economic slowdown, decrease consumer spending, increase deflationary pressures and reduce economic growth.

On the other hand, an appreciation of local currencies relative to the U.S. dollar and other foreign currencies may deteriorate the local foreign exchange current accounts. Depending on the circumstances, either devaluation or appreciation of the local currencies relative to the U.S. dollar and other foreign currencies could restrict the growth of the local economy, and affect our business, results of operations and profitability.

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We are subject to significant foreign currency exchange controls and currency devaluation in certain countries in which we operate.

Certain Latin American economies have from time to time experienced shortages in foreign currency reserves and their respective governments have in the past responded by adopting restrictions on the ability to transfer funds out of the country and convert local currencies into U.S. dollars. This may increase our costs and limit our ability to convert local currency into U.S. dollars and transfer funds out of certain countries, including for the purchase of dollar-denominated inputs, the payment of dividends or the payment of interest or principal on our outstanding debt. In the event that any of our subsidiaries are unable to transfer funds to us due to currency restrictions, we are responsible for any resulting shortfall.

For instance, during 2022, the Argentine government tightened restrictions on capital flows and imposed exchange controls and transfer restrictions, substantially limiting the ability of companies to retain foreign currency or make payments outside of Argentina. As a consequence of the reimposition of exchange controls, the spread between the official exchange rate and other exchange rates resulting implicitly from certain capital market operations usually effected to obtain U.S. dollars has broadened significantly. Although such restrictions were loosened, similar actions may occur in the future, including by central banks of other countries, and we may not be unable to adequately address such restrictions. As a result, if we are prohibited from transferring funds out of a country in which we operate, our results of operations and financial condition could be materially adversely affected. In addition, the devaluation of the Argentine peso since the end of 2015 led to higher inflation levels, significantly reduced competitiveness, real wages and consumption and had a negative impact on businesses whose success is dependent on domestic market demand and supplies payable in foreign currency. Further currency devaluations in any of the countries in which we operate could have a material adverse effect on our results of operations and financial condition.

Certain of our portfolio companies may face restrictions and penalties, and may be subject to proceedings, under the Brazilian Consumer Protection Code in the future.

Brazil has a series of strict consumer protection laws, referred to collectively as the Brazilian Consumer Protection Code (Código de Defesa do Consumidor) (the “Consumer Protection Code”). These laws apply only to instances where there is a supplier, on the one part, the supply of a product or provision of a service under the contract and an end user, on the other part. If the person or entity acquires supplies that will be used in its manufacturing process, it should not be considered “end user” of the respective inputs. Brazilian courts may find that the rules of the Consumer Protection Code apply to instances of exception where a company acquiring the products for its supply chain are considered vulnerable in the areas of technology, finance and law. They include protection against misleading and deceptive advertising, protection against coercive or unfair business practices and protection in the formation and interpretation of contracts, usually in the form of civil liabilities and administrative penalties for violations. In addition, the Consumer Protection Code provides a series of contractual clauses that may be found to be legally insufficient to reduce or limit a supplier’s liability towards consumers; involve a waiver or disposal of rights; transfer liability to third parties; establish obligations on consumers that are non-equitable or abusive, or that lack good faith, among others.

These penalties are often levied by the Brazilian Consumer Protection Authorities (Órgãos de Proteção e Defesa do Consumidor) (“PROCONs”) – local consumer bodies, which oversee consumer issues on a district-by-district basis. Companies that operate across Brazil may face penalties from multiple PROCONs, as well as from the National Secretariat for Consumers (Secretaria Nacional do Consumidor). Should the consumer protection agencies identify a violation of the Consumer Protection Code, said authorities could impose the penalties set forth in section 56 of the Consumer Protection Code (the most common is a fine that varies from R$800.00 up to R$9.5 million, depending on the size of the company, the advantage obtained as result of the practice and the seriousness of the infraction). Consumers may also file civil lawsuits seeking compensation for damages. Companies may settle claims made by consumers via PROCONs by paying compensation for violations directly to consumers and through a mechanism that allows them to adjust their conduct, called a conduct adjustment agreement (Termo de Ajustamento de Conduta) (“TAC”).

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Brazilian public prosecutors may also commence investigations of alleged violations of consumer rights and require companies to enter into TACs. Companies that violate TACs face potential enforcement proceedings and other potential penalties such as fines, as set forth in the relevant TAC. Brazilian public prosecutors may also file public civil actions against companies who violate consumer rights or competition rules, seeking strict adherence to the consumer protection laws and compensation for any damages to consumers. In certain cases, certain of our funds or portfolio companies may also face investigations and/or sanctions by the Brazilian Federal Antitrust Agency (Conselho Administrativo de Defesa Econômica), in the event our business practices are found to affect the competitiveness of the markets in which we operate.

In addition, certain of our funds and portfolio companies may also be subject to legal proceedings by current and/or former consumers alleging breaches of rights granted by the Consumer Protection Code. Even if unsuccessful, these claims may cause negative publicity, entail substantial expenses and divert the time and attention of our management or the management of certain of our portfolio companies, materially adversely affecting our results of operations and financial condition.

We are subject to review by taxing authorities, and an incorrect interpretation by us of tax rules and regulations may have a material adverse effect on us.

Our activities require the use of estimates and interpretations of complex tax rules and regulations and are subject to review by taxing authorities and/or courts. We and funds managed by us are subject to the income and investment tax laws of Brazil, Chile and the other jurisdictions in which we operate. These tax rules are complex and subject to different interpretations by the taxpayer, relevant governmental taxing authorities and courts, leading to disputes which are sometimes subject to prolonged evaluation periods until a final resolution is reached. In making investment decisions or in establishing a provision for income tax expense and filing returns, we must make judgments and interpretations about the application of these inherently complex tax rules. If the judgment, estimates and assumptions we use in making our investment decisions or in preparing our tax returns are subsequently found to be incorrect, there could be a material adverse effect on us. The interpretations of Brazilian and Chilean taxing authorities and/courts and the other jurisdictions in which we operate are unpredictable and frequently involve disputes, which introduces further uncertainty and risk leading to increased tax burden.

Changes in taxes, including the corporate tax rate, in the countries in which we operate, may have an adverse effect on us and our portfolio companies.

Changes in tax laws, regulations, related interpretations, and tax accounting standards in the jurisdictions where we operate may result in a higher tax rate on our earnings, which could significantly reduce our profits and cash flows from operations.

The Chilean Government enacted various tax reforms in 2014, 2016 and 2020 in order to finance greater social expenditures. The most relevant change was the rise of the corporate tax rate to 27% in 2018. On October 24, 2024, the congress approved a new tax reform aimed at increasing tax revenues by 1.5% of GDP. This reform includes measures to strengthen the tax authorities’ powers to combat tax avoidance and evasion, such as changes to Chile’s GAAR provisions, corporate reorganizations, the statute of limitations, and audit powers and procedures. The government has announced that it will propose another tax reform in 2025 to finance social spending, which is expected to include a comprehensive reform of Chilean income taxes. We cannot predict at this time if these reforms or discussions will have a material impact on our business or portfolio companies or if further tax reforms will be implemented in the future. In addition, the effective corporate tax rate of our portfolio companies located in Chile could rise in the future, which may have an adverse impact on our results of operations.

In Brazil, Congress is advancing tax reform proposals, with the federal government signaling its intent to enact some of these changes soon. In December 2023, Constitutional Amendment No. 132/2023 was passed, initiating an overhaul of Brazil’s consumption tax system. This reform, set to begin in 2026 and take full effect by 2033, replaces five existing taxes with two value-added taxes: the Tax on Goods and Services (IBS), managed by states and municipalities, which merges ICMS and ISS, and the Contribution on Goods and Services (CBS), managed federally, replacing PIS, COFINS, and IPI. A Selective Tax (IS) will also apply to goods and services considered harmful to the environment or public health.

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In January 2025, Congress passed Supplementary Law No. 214 to regulate IBS, CBS, and IS. Financial services, including asset management, will begin to be taxed under this system in 2026. Since the IBS tax rate and calculation method remain undefined, we are evaluating the potential impact. Any increase in ISS-equivalent rates could raise tax costs and affect profitability.

Brazil is also considering income tax reform. Law No. 14,754, enacted in December 2023, introduced new taxation rules for local investment funds and offshore investments. Additional changes may follow, including Bill No. 1,087, proposed on March 18, 2025, which seeks to impose a 10% withholding tax on dividends paid by Brazilian companies to foreign shareholders starting in 2026. While foreign investors may recover part or all of this tax, the specifics remain unclear. The bill is under review and could be amended, with further tax reform measures possible.

The Brazilian government frequently enacts tax reforms that affect businesses and investors. These could result in higher tax burdens for us and our funds and portfolio companies, with potential consequences for financial markets and borrowing costs. Changes in how tax authorities interpret taxable events, rates, and calculations could significantly impact funds, investors, and financial performance. While most tax increases follow a calendar-year rule or a 90-day transition period, unexpected changes may still occur, posing compliance and financial risks.

Elsewhere, our subsidiaries in Colombia, Chile, Uruguay, the United Kingdom, Hong Kong, Mexico and the United States are subject to their respective tax laws, including income taxes, indirect taxes, and withholding taxes on dividends and cross-border transactions, which may affect their financial performance. Some of these subsidiaries benefit from special tax regimes or incentives, the interpretation and application of which may vary between us and the tax authorities. For instance, we rely on the Uruguayan Free Trade Zone (FTZ) regime, which grants exemption from national taxes on qualifying activities. Our ability to continue operating under this framework depends on the renewal of essential contractual arrangements and compliance with FTZ requirements.

Changes in tax laws or interpretations affecting the jurisdictions where we operate could increase our tax burden and reduce cash flows. While tax treaties help mitigate double taxation, future tax reforms or regulatory shifts could limit their effectiveness, impacting operations and financial results.

Infrastructure and workforce deficiency in Latin America may impact economic growth and have a material adverse effect on us.

Our performance depends on the overall health and growth of the Latin American economy, especially in Brazil and Chile. Brazilian GDP growth has fluctuated over the past years, with growth of 1.3% in 2017, 1.8% in 2018, and 1.2% in 2019, a contraction of 3.9% in 2020 and a growth of 4.6% and 2.9% in 2021 and 2022. In 2023, Brazilian GDP grew by 2.9%, and in 2024 it is expected to grow by 3.3% according to preliminary information as February 19, 2025 .

In 2022 and 2023, Chilean GDP grew by 2.4% and 0.2% with an unemployment rate of 7.9% and 8.5% as of December 2022 and 2023, respectively. In 2024 Chilean GDP grew 2.5% according to December IMACEC with an unemployment rate of 8.1% as of December 2024.

Growth is limited by inadequate infrastructure, including potential energy shortages and deficient transportation, logistics and telecommunication sectors, general strikes, the lack of a qualified labor force, and the lack of private and public investments in these areas, which limit productivity and efficiency. Any of these factors could lead to labor market volatility and generally impact income, purchasing power and consumption levels, which could limit growth and ultimately have a material adverse effect on us.

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Certain Factors Relating to Our Class A Common Shares

Patria Holdings owns Class A common shares and the majority of our issued and outstanding Class B common shares in addition to some Class A common shares, which together represent approximately 82.4% of the voting power of our issued share capital, and controls all matters requiring shareholder approval. Patria Holdings’ ownership and voting power limits your ability to influence corporate matters.

Patria Holdings controls all matters requiring shareholder approval and beneficially owns 52.2% of our issued share capital through its beneficial ownership of Class A common shares and the majority of our issued and outstanding Class B common shares, and consequently, 82.4 of the combined voting power of our issued share capital. Our Class B common shares are entitled to 10 (ten) votes per share and our Class A common shares are entitled to one vote per share. Our Class B common shares are convertible into an equivalent number of Class A common shares and generally convert into Class A common shares upon transfer, subject to limited exceptions. As a result, Patria Holdings will control the outcome of all decisions at our shareholders’ meetings, and will be able to elect a majority of the members of our board of directors. Patria Holdings’ decisions in areas such as business strategy, financing, distributions, acquisitions and dispositions of assets or businesses may be contrary to your expectations or preferences, and Patria Holdings may take actions that could be contrary to your interests. Patria Holdings will be able to prevent any other shareholders, including you, from blocking these actions. For further information regarding shareholdings in our company, see “Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders.”

So long as Patria Holdings continues to beneficially own a sufficient number of Class B common shares, even if Patria Holdings beneficially owns significantly less than 50% of our issued and outstanding share capital, Patria Holdings will be able to effectively control our decisions. For example, if our Class B common shares amounted to 10% of our issued and outstanding common shares and Patria Holdings was the sole owner of all the Class B common shares, Patria Holdings would collectively control 52.6% of the voting power of our issued and outstanding common shares. If Patria Holdings sells or transfers any of its Class B common shares, such shares will generally convert automatically into Class A common shares, subject to limited exceptions, such as transfers to affiliates, to trustees for the holder or its affiliates and certain transfers to U.S. tax exempt organizations. The fact that any Class B common shares convert into Class A common shares if Patria Holdings sells or transfers them means that Patria Holdings will in many situations continue to control a majority of the combined voting power of our issued and outstanding share capital, due to the voting rights of any Class B common shares that it retains. However, if our Class B common shares at any time represent less than 10% of the total voting power of shares in the capital of the Company outstanding, the Class B common shares then outstanding will automatically convert into Class A common shares. For a description of the dual class structure, see “Item 10. Additional Information—B. Memorandum and Articles of Association.”

We are a “controlled company” within the meaning of the rules of the Nasdaq corporate governance rules and, as a result, qualify for and rely on exemptions from certain corporate governance requirements. You will not have the same protections afforded to shareholders of companies that are subject to such requirements.

Patria Holdings beneficially owns the majority of our Class B common shares, representing 83.2% of the voting power of our outstanding share capital. As a result, we are a “controlled company” within the meaning of the corporate governance standards of the Nasdaq corporate governance rules. Under these rules, a company of which more than 50% of the voting power in the election of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements. For example, controlled companies:

•are not required to have a board that is composed of a majority of “independent directors,” as defined under the rules of such exchange;

•are not required to have a compensation committee that is composed entirely of independent directors; and

•are not required to have a nominating and corporate governance committee that is composed entirely of independent directors.

We currently rely on these exemptions. As a result, the majority of the directors on our board are not independent. In addition, other than our audit committee, none of the committees of our board consist entirely of independent directors. Accordingly, you will not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of the Nasdaq.

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We have granted the holder of our Class B common shares preemptive rights to acquire shares that we may sell in the future, which may impair our ability to raise funds.

Under our Memorandum and Articles of Association, the holder of our Class B common shares, Patria Holdings, is entitled to preemptive rights to purchase additional common shares in the event that there is an increase in our share capital and additional common shares are issued, upon the same economic terms and at the same price, in order to maintain its proportional ownership interests, which is approximately 53.8% of our outstanding shares. The exercise by the holder of our Class B common shares of its preemptive rights may impair our ability to raise funds, or adversely affect the terms on which we are able to raise funds, as we may not be able to offer to new investors the quantity of our shares that they may desire to purchase. For more information see “Item 10. Additional Information—B. Memorandum and Articles of Association—Preemptive or Similar Rights.”

Class A common shares eligible for sale may cause the market price of our Class A common shares to drop significantly.

The market price of our Class A common shares may decline as a result of sales of a large number of our Class A common shares in the market (including Class A common shares created upon conversion of Class B common shares) or the perception that these sales may occur. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

As of December 31, 2024, we had outstanding 60,640,738 Class A common shares and 92,945,430 Class B common shares. The Class A common shares sold in our initial public offering are freely tradable without restriction or further registration under the Securities Act by persons other than our affiliates within the meaning of Rule 144 of the Securities Act.

Our existing shareholders or entities controlled by them or their permitted transferees are able to sell their shares in the public market from time to time without registering them, subject to certain limitations on the timing, amount and method of those sales imposed by regulations promulgated by the SEC. If our controlling shareholders, the affiliated entities controlled by them or their permitted transferees were to sell a large number of Class A common shares, the market price of our Class A common shares may decline significantly. In addition, the perception in the public markets that sales by them might occur may also cause the trading price of our Class A common shares to decline.

Sales of a substantial number of our Class A common shares or the perception that such sales may occur could cause our market price to fall or make it more difficult for you to sell your Class A common shares at a time and price that you deem appropriate.

If securities or industry analysts do not continue to publish research, or publish inaccurate or unfavorable research, about our business, the price of our Class A common shares and our trading volume could decline.

The trading market for our Class A common shares depends in part on the research and reports that securities or industry analysts publish about us or our business. If one or more of the analysts who cover us downgrade our Class A common shares or publish inaccurate or unfavorable research about our business, the price of our Class A common shares would likely decline. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, demand for our Class A common shares could decrease, which might cause the price of our Class A common shares and trading volume to decline.

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We intend to pay dividends to holders of our common shares, but our ability to do so is subject to our results of operations, cash generation, distributable reserves and solvency requirements; we are not required to pay dividends on our Class A common shares and holders of our Class A common shares have no recourse if dividends are not paid.

We have approved the continuation of our 2024 dividend policy for 2025, which includes the payment to holders of common shares of quarterly dividends of $0.15 per share. However, the declaration and payment of dividends are subject to adjustment, postponement, or cancellation as our board of directors determines to be necessary or appropriate to ensure the conduct of our business, to make appropriate investments in our business and our funds, to comply with applicable law, any of our debt instruments or other agreements, or to provide for future cash requirements such as tax-related payments, clawback obligations, and dividends to shareholders for any ensuing quarter. The declaration and payment of any dividends are at the sole discretion of our board of directors, and may change at any time, including, without limitation, to eliminate dividends entirely.

Any determination to pay dividends in the future will be made at the discretion of our board of directors (or by resolution passed by a simple majority of the voting rights entitled to vote at a general meeting) and will depend upon our results of operations, financial condition, distributable reserves, contractual restrictions, restrictions imposed by applicable law and other factors our board of directors deems relevant. We are not required to pay dividends on our common shares, and holders of our common shares have no recourse if dividends are not declared. Our ability to pay dividends may be further restricted by the terms of any of our future debt or preferred securities. Additionally, because we are a holding company, our ability to pay dividends on our common shares may be limited by restrictions on the ability of our subsidiaries to pay dividends or make distributions to us, including restrictions that may be imposed under the terms of the agreements governing our funds’ and their portfolio companies’ indebtedness. There is no assurance that future dividends will be paid, and if dividends are paid, there is no assurance with respect to the amount of any such dividend. See “Item 10. Additional Information—B. Memorandum and Articles of Association—Dividends and Capitalization of Profits.”

Requirements associated with being a public company in the United States require significant company resources and management attention.

We are subject to certain reporting requirements of the Securities Exchange Act of 1934, or the “Exchange Act,” and the other rules and regulations of the SEC and Nasdaq. We are also subject to various other regulatory requirements, including the Sarbanes-Oxley Act. We expect these rules and regulations to increase our legal, accounting and financial compliance costs and to make some activities more time-consuming and costly. For example, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantial costs to maintain the same or similar coverage. New rules and regulations relating to information disclosure, financial reporting and controls and corporate governance, which could be adopted by the SEC, Nasdaq or other regulatory bodies or exchange entities from time to time, could result in a significant increase in legal, accounting and other compliance costs and make certain corporate activities more time-consuming and costly, which could materially affect our business, financial condition and results of operations. These rules and regulations may also make it more difficult for us to attract and retain qualified persons to serve on our board of directors or as executive officers.

These obligations also require substantial attention from our senior management and could divert their attention away from the day-to-day management of our business. Given that most of the individuals who now constitute our management team have limited experience managing a publicly traded company and complying with the increasingly complex laws pertaining to public companies, initially, these new obligations could demand even greater attention. These cost increases and the diversion of management’s attention could materially and adversely affect our business, financial condition and results of operations.

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Our dual class capital structure means our shares will not be included in certain indices. We cannot predict the impact this may have on our share price.

In 2017, FTSE Russell, S&P Dow Jones and MSCI announced changes to their eligibility criteria for inclusion of shares of public companies on certain indices to exclude companies with multiple classes of common shares from being added to such indices. FTSE Russell announced plans to require new constituents of its indices to have at least 5% of their voting rights in the hands of public stockholders, whereas S&P Dow Jones announced that companies with multiple share classes, such as ours, will not be eligible for inclusion in the S&P 500, S&P MidCap 400 and S&P SmallCap 600, which together make up the S&P Composite 1500. MSCI also opened public consultations on their treatment of no-vote and multi-class structures and has determined that it would launch new set of indexes that could give investors an alternative to avoid companies based on voting rights. We cannot assure you that other stock indices will not take a similar approach to FTSE Russell, S&P Dow Jones and MSCI in the future. Under the announced policies, our dual class capital structure could make us ineligible for inclusion in any of these indices and, as a result, mutual funds, exchange-traded funds and other investment vehicles that attempt to passively track these indices will not invest in our shares. These policies are new and it is unclear what effect, if any, they will have on the valuations of publicly traded companies excluded from the indices, but it is possible that they may depress these valuations compared to those of other similar companies that are included. Exclusion from indices could make our Class A common shares less attractive to investors and, as a result, the market price of our Class A common shares could be adversely affected.

The dual class structure of our share capital has the effect of concentrating voting control with Patria Holdings; this will limit or preclude your ability to influence corporate matters.

Each Class A common share entitles its holder to one vote per share, and each Class B common share entitles its holder to 10 votes per share, so long as the total voting power of the issued and outstanding Class B common shares is at least 10% of the total voting power of shares outstanding. Due to the ten-to-one voting ratio between our Class B and Class A common shares, Patria Holdings, the beneficial owner of the majority of our Class B common shares controls the voting power of our common shares and therefore will be able to control all matters submitted to our shareholders so long as the total voting power of the issued and outstanding Class B common shares is at least 10% of the voting power of shares outstanding.

In addition, our Articles of Association provide that at any time when there are Class A common shares in issue, additional Class B common shares may only be issued pursuant to (1) a share split, subdivision of shares or similar transaction or where a dividend or other distribution is paid by the issue of shares or rights to acquire shares or following capitalization of profits, (2) a merger, consolidation, or other business combination involving the issuance of Class B common shares as full or partial consideration or (3) an issuance of Class A common shares, whereby holders of the Class B common shares are entitled to purchase a number of Class B common shares that would allow them to maintain their proportional ownership interests in Patria (following an offer by us to each holder of Class B common shares to issue to such holder, upon the same economic terms and at the same price, such number of Class B common shares as would ensure such holder may maintain a proportional ownership interest in Patria pursuant to our Articles of Association).

Future transfers by holders of Class B common shares will generally result in those shares converting to Class A common shares, subject to limited exceptions, such as certain transfers effected to permitted transferees or for estate planning or charitable purposes. The conversion of Class B common shares to Class A common shares will have the effect, over time, of increasing the relative voting power of those holders of Class B common shares who retain their shares in the long term.

In light of the above provisions relating to the issuance of additional Class B common shares, the fact that future transfers by holders of Class B common shares will generally result in those shares converting to Class A common shares, subject to limited exceptions as provided in the Articles of Association, as well as the ten-to-one voting ratio of our Class B common shares and Class A common shares, holders of our Class B common shares in many situations maintain control of all matters requiring shareholder approval. This concentrated control limits or precludes your ability to influence corporate matters for the foreseeable future. For a description of our dual class structure, see “Item 10. Additional Information—B. Memorandum and Articles of Association—Voting Rights.”

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We are a Cayman Islands exempted company with limited liability. The rights of our shareholders, including with respect to fiduciary duties and corporate opportunities, may be different from the rights of shareholders governed by the laws of U.S. jurisdictions.

We are a Cayman Islands exempted company with limited liability. Our corporate affairs are governed by our Articles of Association and by the laws of the Cayman Islands. The rights of shareholders and the responsibilities of members of our board of directors may be different from the rights of shareholders and responsibilities of directors in companies governed by the laws of U.S. jurisdictions. In particular, as a matter of Cayman Islands law, directors of a Cayman Islands company owe fiduciary duties to the company and separately a duty of care, diligence and skill to the company. Under Cayman Islands law, directors and officers owe the following fiduciary duties:

•duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;

•duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;

•directors should not improperly fetter the exercise of future discretion;

•duty to exercise powers fairly as between different sections of shareholders;

•duty to exercise independent judgment; and

•duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests.

With respect to the duty of directors to avoid conflicts of interest, our Articles of Association have modified the obligation mentioned above by providing that a director must disclose the nature and extent of his or her interest in any contract or arrangement, and following such disclosure and subject to any separate requirement under applicable law or the listing rules of the Nasdaq, and unless disqualified by the chairman of the relevant meeting, such director may vote in respect of any transaction or arrangement in which he or she is interested and may be counted in the quorum at the meeting. Conversely, under Delaware corporate law, a director has a fiduciary duty to the corporation and its stockholders (made up of two components) and the director’s duties prohibit self-dealing by a director and mandate that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. See “Item 10. Additional Information—B. Memorandum and Articles of Association—Principal Differences between Cayman Islands and U.S. Corporate Law.”

Our Articles of Association restrict shareholders from bringing legal action against our officers and directors.

Our Articles of Association contain a broad waiver by our shareholders of any claim or right of action, both individually and on our behalf, against any of our officers or directors. Subject to Section 14 of the Securities Act, which renders void any purported waiver of the provisions of the Securities Act, the waiver applies to any action taken by an officer or director, or the failure of an officer or director to take any action, in the performance of his or her duties, except with respect to any matter involving any dishonesty, willful default or fraud on the part of the officer or director. This waiver limits the right of shareholders to assert claims against our officers and directors unless the act or failure to act involves fraud or dishonesty.

We may need to raise additional capital in the future by issuing securities, use our Class A common shares as acquisition consideration, or enter into corporate transactions with an effect similar to a merger, which may dilute your interest in our share capital and affect the trading price of our Class A common shares.

We may need to raise additional funds to grow our business and implement our growth strategy through public or private issuances of common shares or securities convertible into, or exchangeable for, our common shares, which may dilute your interest in our share capital or result in a decrease in the market price of our common shares. In addition, we may also use our Class A common shares as acquisition consideration or enter into mergers or other similar transactions in the future, which may dilute your interest in our share capital or result in a decrease in the market price of our Class A common shares. Any capital raising through the issuance of shares or securities convertible into or exchangeable for shares, the use of our Class A common shares as acquisition consideration, or the participation in corporate transactions with an effect similar to a merger may dilute your interest in our shares or result in a decrease in the market price of our Class A common shares.

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As a foreign private issuer, we have different disclosure and other requirements than U.S. domestic registrants.

As a foreign private issuer, we are subject to different disclosure and other requirements than domestic U.S. registrants. For example, as a foreign private issuer, in the United States, we are not subject to the same disclosure requirements as a domestic U.S. registrant under the Exchange Act, including the requirements to prepare and issue quarterly reports on Form 10-Q or to file current reports on Form 8-K upon the occurrence of specified significant events, the proxy rules applicable to domestic U.S. registrants under Section 14 of the Exchange Act or the insider reporting and short-swing profit rules applicable to domestic U.S. registrants under Section 16 of the Exchange Act. In addition, we rely on exemptions from certain U.S. rules which permit us to follow Cayman Islands legal requirements rather than certain of the requirements that are applicable to U.S. domestic registrants.

We follow Cayman Islands laws and regulations that are applicable to Cayman Islands companies. However, Cayman Islands laws and regulations applicable to Cayman Islands companies do not contain any provisions comparable to the U.S. proxy rules, the U.S. rules relating to the filing of reports on Form 10-Q or 8-K or the U.S. rules relating to liability for insiders who profit from trades made in a short period of time, as referred to above.

Furthermore, foreign private issuers are required to file their annual report on Form 20-F within 120 days after the end of each fiscal year, while U.S. domestic issuers that are accelerated filers are required to file their annual report on Form 10-K within 75 days after the end of each fiscal year. Foreign private issuers are also exempt from Regulation Fair Disclosure, aimed at preventing issuers from making selective disclosures of material information, although we are subject to Cayman Islands laws and regulations having substantially the same effect as Regulation Fair Disclosure. As a result of the above, even though we are required to furnish reports on Form 6-K disclosing the limited information which we have made or are required to make public pursuant to Cayman Islands law, or which we are required to distribute to shareholders generally, and that is material to us, you may not receive information of the same type or amount that is required to be disclosed to shareholders of a U.S. company.

As a foreign private issuer, we rely on exemptions from certain Nasdaq corporate governance standards applicable to U.S. issuers, including the requirement that a majority of an issuer’s directors consist of independent directors. This may afford less protection to holders of our Class A common shares.

Section 5605 of the Nasdaq equity rules requires listed companies to have, among other things, a majority of their board members be independent, and to have independent director oversight of executive compensation, nomination of directors and corporate governance matters. As a foreign private issuer, however, we are permitted to follow, and we do follow, home country practice in lieu of the above requirements. See “Item 10. Additional Information—B. Memorandum and Articles of Association—Principal Differences between Cayman Islands and U.S. Corporate Law.”

We may lose our foreign private issuer status which would then require us to comply with the Exchange Act’s domestic reporting regime and cause us to incur significant legal, accounting and other expenses.

In order to maintain our current status as a foreign private issuer, either (1) more than 50% of our Class A common shares must be either directly or indirectly owned of record by nonresidents of the United States or (2)(a) a majority of our executive officers or directors may not be U.S. citizens or residents, (b) more than 50% of our assets cannot be located in the United States and (c) our business must be administered principally outside the United States. If we lose this status, we would be required to comply with the Exchange Act reporting and other requirements applicable to U.S. domestic issuers, which are more detailed and extensive than the requirements for foreign private issuers. We may also be required to make changes in our corporate governance practices in accordance with various SEC and Nasdaq rules. The regulatory and compliance costs to us under U.S. securities laws if we are required to comply with the reporting requirements applicable to a U.S. domestic issuer may be significantly higher than the costs we will incur as a foreign private issuer.

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Our shareholders may face difficulties in protecting their interests because we are a Cayman Islands exempted company.

Our corporate affairs are governed by our Articles of Association, by the Companies Act (As Revised) of the Cayman Islands (the "Companies Act") and the common law of the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under the laws of the Cayman Islands are not as clearly defined as under statutes or judicial precedent in existence in jurisdictions in the United States. Therefore, you may have more difficulty protecting your interests than would shareholders of a corporation incorporated in a jurisdiction in the United States, due to the comparatively less formal nature of Cayman Islands law in this area.

While Cayman Islands law allows a dissenting shareholder to express the shareholder’s view that a court-sanctioned reorganization of a Cayman Islands company would not provide fair value for the shareholder’s shares, Cayman Islands statutory law does not specifically provide for shareholder appraisal rights in connection with a merger or consolidation of a company that takes place by way of a scheme of arrangement. This may make it more difficult for you to assess the value of any consideration you may receive in such a merger or consolidation or to require that the acquirer give you additional consideration if you believe the consideration offered is insufficient. However, Cayman Islands statutory law provides a mechanism for a dissenting shareholder in a merger or consolidation that does not take place by way of a scheme of arrangement to apply to the Grand Court for a determination of the fair value of the dissenter’s shares if it is not possible for the company and the dissenter to agree on a fair price within the time limits prescribed.

Shareholders of Cayman Islands exempted companies (such as us) have no general rights under Cayman Islands law to inspect corporate records and accounts or to obtain copies of lists of shareholders. Our directors have discretion under our Articles of Association to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

Subject to limited exceptions, under Cayman Islands’ law, a minority shareholder may not bring a derivative action against the board of directors. Class actions are not recognized in the Cayman Islands, but groups of shareholders with identical interests may bring representative proceedings, which are similar.

We have anti-takeover provisions in our Articles of Association that may discourage a change of control.

Our Articles of Association contain provisions that could make it more difficult for a third party to acquire us without the consent of our board of directors. These provisions provide for:

•the ability of our board of directors to determine the powers, preferences and rights of preference shares and to cause us to issue the preference shares without shareholder approval; and

•a two-class common share structure, as a result of which Patria Holdings generally will be able to control the outcome of all matters requiring shareholder approval, including the election of directors and significant corporate transactions, such as a merger or other sale of our company or its assets.

These provisions could make it more difficult for a third party to acquire us, even if the third party’s offer may be considered beneficial by many shareholders. As a result, shareholders may be limited in their ability to obtain a premium for their Class A common shares. See “Item 10. Additional Information—B. Memorandum and Articles of Association” for a discussion of these provisions.

United States civil liabilities and certain judgments obtained against us by our shareholders may not be enforceable.

We are a Cayman Islands exempted company and substantially all of our assets are located outside of the United States. In addition, the majority of our directors and officers are nationals and residents of countries other than the United States. A substantial portion of the assets of these persons is located outside of the United States. As a result, it may be difficult to effect service of process within the United States upon these persons. It may also be difficult to enforce in U.S. courts judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against us and our officers and directors who are not resident in the United States and the substantial majority of whose assets are located outside of the United States.

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We have been advised by our Cayman Islands legal counsel, Maples and Calder (Cayman) LLP, that the courts of the Cayman Islands are unlikely (1) to recognize or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the securities laws of the United States or any state; and (2) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the securities laws of the United States or any state, to the extent that the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given, provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, and or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

Judgments of Brazilian courts to enforce our obligations with respect to our Class A common shares may be payable only in reais. The exchange rate in force at the time may not offer non-Brazilian investors full compensation for any claim arising from our obligations.

Most of our assets are located in Brazil. If proceedings are brought in the courts of Brazil seeking to enforce our obligations in respect of our Class A common shares, we may not be required to discharge our obligations in a currency other than the real. Under Brazilian exchange control laws, an obligation in Brazil to pay amounts denominated in a currency other than the real may only be satisfied in Brazilian currency at the exchange rate, as determined by the Central Bank, in effect on the date (1) of actual payment, (2) on which such judgment is rendered, or (3) on which collection or enforcement proceedings are started against us, and such amounts are then adjusted to reflect exchange rate variations through the effective payment date. The then-prevailing exchange rate may not afford non-Brazilian investors with full compensation for any claim arising out of or related to our obligations under the Class A common shares.

Our Class A common shares may not be a suitable investment for all investors, as investment in our Class A common shares presents risks and the possibility of financial losses.

The investment in our Class A common shares is subject to risks. Investors who wish to invest in our Class A common shares are thus subject to asset losses, including loss of the entire value of their investment, as well as other risks, including those related to our Class A common shares, us, the sector in which we operate, our shareholder structure and the general macroeconomic environment in Brazil and Chile, among other risks.

Each potential investor in our Class A common shares must therefore determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should:

•have sufficient knowledge and experience to make a meaningful evaluation of our Class A common shares, the merits and risks of investing in our Class A common shares and the information contained in this annual report;

•have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in our Class A common shares and the impact our Class A common shares will have on its overall investment portfolio;

•have sufficient financial resources and liquidity to bear all of the risks of an investment in our Class A common shares;

•understand thoroughly the terms of our Class A common shares and be familiar with the behavior of any relevant indices and financial markets; and

•be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks.

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The Cayman Islands Economic Substance Act may affect our operations.

The Cayman Islands has enacted the International Tax Co-operation (Economic Substance) Act (As Revised) (the “Cayman Economic Substance Act”). We are required to comply with the Cayman Economic Substance Act. As we are a Cayman Islands company, compliance obligations include filing annual notifications for us, which need to state whether we are carrying out any relevant activities and, if so, whether we have satisfied economic substance tests to the extent required under the Cayman Economic Substance Act. We may need to allocate additional resources to comply with the requirements under the Cayman Economic Substance Act, and may have to make changes to our operations in order to comply with all requirements under the Cayman Economic Substance Act. Failure to satisfy these requirements may subject us to penalties under the Cayman Economic Substance Act.

The Cayman Islands Tax Information Authority shall impose a penalty of CI$10,000 (or US$12,500) on a relevant entity for failing to satisfy the economic substance test or CI$100,000 (or US$125,000) if it is not satisfied in the subsequent financial year after the initial notice of failure. Following failure after two consecutive years, the Grand Court of the Cayman Islands may make an order requiring the relevant entity to take specified action to satisfy the economic substance test or ordering that it is defunct or shall be struck off.

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ITEM 4. INFORMATION ON THE COMPANY

A.    History and Development of the Company

Our History

Initially named Patrimônio Participações, we were founded in 1988 as a Brazilian M&A and financial advisory firm in partnership with Salomon Brothers Inc., a well-known U.S. investment bank at the time. In 1991, we acquired a Brazilian broker-dealer, which later evolved into a fully-fledged investment bank (Banco Patrimônio de Investimentos). In 1994, we started our private equity operations as a proprietary investment vehicle for the Brazilian shareholders of Banco Patrimonio and raised its first fund with independent LPs in 1997. With the sale of Salomon Brothers to Travelers Group in the same year and the subsequent merger of Travelers with Citibank in 1998, we repurchased Salomon Brothers’ 50% interest in our firm and in 1999 sold the entire investment bank operation to Chase Manhattan. We retained the alternative asset management business, which was operated independently of the investment bank, and as a result, the sale of Banco Patrimonio had no impact on our activities. With the sale of Banco Patrimonio, our sole focus became our private equity operations and the development of our private assets investment business, which was still a nascent industry at the time. In 2001, we rebranded our operations as Patria Investments, and focused on solidifying our position as a pioneer in the industry in Latin America.

Our prior relationship with Blackstone, which acquired a 40% non-controlling stake in our business in October 2010, dated back to 1998, when they advised Banco Patrimonio’s shareholders on the repurchase of Salomon Brothers’ 50% interest in the investment bank and the subsequent sale to Chase Manhattan. The partnership with Blackstone, including their presence on our board of directors for a decade, helped us improve our corporate governance and evolve as a company, as we could use Blackstone, a global leader in the alternative asset management industry, as a benchmark.

Despite Blackstone’s substantial shareholding in our business, we maintained complete operational control and independence, including with regard to our fundraising efforts. Our 10-year relationship with Blackstone began to wind down just prior to our initial public offering (“IPO”), in 2021 when Blackstone sold a 10% interest in Patria to our managing partners, helping us to expand the partnership. Through a secondary sale as part of our IPO, Blackstone further reduced its equity stake in Patria to 14.4%. Over the subsequent 18 months post our IPO, Blackstone sold its remaining holding and had fully exited its position by December 31, 2022. For further information on our main shareholders, see “Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders.”

Following our IPO, we embarked on our strategy of significantly expanding, in large part through acquisitions, our investment, product, and distribution capabilities in order to leverage our leading position as a manager of alternative assets in Latin America and serve as the gateway for alternative investing in the region. There are three key elements to this part of our strategy, 1) Provide global institutional investors with unparalleled alternative investment opportunities in the region through an expanding range of strategies and products structures, 2) Serve what we expect will be growing demand for locally managed alternative investment solutions from local institutions and individual investors, and 3) Provide the gateway for local investors to access global alternative investments products.

Our 2024 acquisition of the European middle market private equity solutions business of abrdn, which included primary, secondary, and co-investments fund capabilities, further expanded our investment capabilities outside of Latin America, giving us a foothold in the fast-growing alternative investment industry in developed markets.

One consequence of the expansion of our platform over the years subsequent to our IPO is that we have greatly enhanced the number of investment strategies we offer through a wider variety of investment structures, all while greatly expanding our investor base. We expect this greater diversification of our business will help fuel our growth over time, in addition to greatly enhancing the resiliency of our business. For example, as of December 31, 2024, private equity and infrastructure combined account for approximately 27% of our Fee-earning AUM ("FEAUM"), versus approximately 86% at the time of our IPO. Also as of December 31, 2024 approximately 20% of our FEAUM are in permanent capital vehicles, versus almost zero at the time of our IPO, while about 16% of our FEAUM are held in separately managed accounts ("SMAs"), with large, institutional investors, compared to zero at the time of our IPO.

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(1) Blackstone fully exited its ownership position in PAX in 2022; (2) Initially acquired 40% of Kamaroopin in Feb-22. The remaining 60% was acquired in Apr-23 (3) Initially acquired 50% of VBI. The remaining 50% was acquired in Aug-24; (3) As of Jul-24, Patria concluded the transfer of underlying funds.

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Corporate Reorganization

On December 1, 2020, we entered into a purchase agreement among Blackstone and certain of its affiliates, Messrs. Alexandre T. de A. Saigh, Olimpio Matarazzo Neto and Otavio Lopes Castello Branco Neto (together referred to as the "Founders"), and certain entities affiliated with the Founders (the “Founder Entities”), and Patria Brazil, as part of a corporate reorganization pursuant to which (1) Patria Holdings acquired 100,000 of our common shares (prior to giving effect to the Share Split) (or 10% of our existing common shares) that were beneficially owned by Blackstone (the “Purchase”) and (2) the 19.6% non-controlling interest in Patria Brazil held by Blackstone and the 29.4% non-controlling interest in Patria Brazil held by one of the Founder Entities was reorganized as follows (the “Roll-Up”): (a) the direct interest held by Blackstone in Patria Brazil was contributed to us in exchange for three of our Class A common shares to be issued to Blackstone; and (b) the direct interest held by such Founder Entity was redeemed in its entirety at par value for a promissory note and one of the Founder Entities contributed the promissory note to us, in consideration for which we issued seven of our Class B common shares to Patria Holdings in the first half of 2021. We refer to these transactions collectively in this annual report as our “corporate reorganization”. The Purchase closed on January 6, 2021 and the Roll-Up closed on July 24, 2021. Upon the consummation of our corporate reorganization, Patria Brazil became a wholly owned subsidiary of the Company. Additionally, on January 13, 2021, we carried out a share split of 117.0:1, and as a result, our share capital represented by 1,000,000 shares was increased to 117,000,000 shares.

Our Initial Public Offering

On January 21, 2021, the registration statement on Form F-1 (File No 333-251823) relating to our initial public offering of our Class A common shares was declared effective by the SEC. On January 26, 2021, we closed our initial public offering, pursuant to which we issued and sold 19,147,500 Class A common shares and certain selling shareholders sold an additional 15,466,147 Class A common shares for an aggregate amount of 34,613,647 Class A common shares for an aggregate price of US$588,431,999. We did not receive any proceeds from the sale of Class A common shares by the selling shareholders. Our Class A common shares began trading on the Nasdaq Global Select Market on January 22, 2021, under the symbol “PAX.”

Combination with Moneda Asset Management

On December 1, 2021, we completed our combination with Moneda Asset Management SpA (“Moneda”), a leading asset manager headquartered in Chile. The transaction created a combined asset manager with US$23.8 billion in assets under management as of December 31, 2021, allowing us to solidify ourselves as one of the leading credit platforms in Latin America. As a result, we issued 11,045,430 Class B common shares to entities controlled by certain Moneda partners.

On September 3, 2021, we and our subsidiary Patria Investments LATAM S.A. (“PILatam”), entered into a transaction agreement with Moneda pursuant to which, subject to certain terms and conditions: (1) MAM II HoldCo, an exempted company incorporated in the Cayman Islands with limited liability, that held substantially all assets, liabilities and businesses of Moneda outside of Chile was merged with and into us, with Patria continuing after the merger as the surviving company and (2) the acquisition by PILatam of all of the outstanding shares of Moneda, which held, immediately prior to the closing, substantially all of Moneda’s assets, liabilities and businesses in Chile.

On January 10, 2024 and January 31, 2025, we issued a total of 4,354,014 Class A common shares to entities controlled by certain Moneda partners as deferred compensation due pursuant to the Moneda Transaction. Such Class A common shares were registered under the Securities Act of 1933, as amended, pursuant to our registration statement on Form F-3 (Registration No. 333-275787) and the related prospectus supplements filed on January 9, 2024 and January 30, 2025 to be offered and sold by the entities controlled by certain Moneda partners as selling shareholders.

The acquired Moneda business, which was subsequently incorporated under Patria’s brand, forms the centerpiece of our credit and public equities businesses, which as of December 31, 2024 had U$6.5 billion and U$1.8 billion of FEAUM, respectively.

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Launch of Growth Equity Strategy and Agreement to Partner with Kamaroopin

On December 8, 2021, we announced the launch of a new Growth Equity strategy, anchored by a proposed partnership with Kamaroopin Gestora de Recursos Ltda. (purchased by PILTDA) and Hanuman GP Cayman, LLC (purchased by Patria Finance Ltd. (collectively “Kamaroopin”). Kamaroopin commenced operations in 2018, and at the time of the announcement had four invested portfolio companies where they partner with knowledgeable entrepreneurs as investor operators to drive growth through single-minded consumer-focused and tech-enabled business models. Our partnership was structured in two stages with financial terms not disclosed. The first stage included the acquisition of a 40% minority equity stake, at which point we would pursue a joint fundraising campaign for a new growth equity fund. The second stage contemplated the acquisition of the remaining 60% for an undisclosed equity consideration. The first tranche of the acquisition of Kamaroopin was signed on December 8, 2021 and closed on February 1, 2022, whereas the second tranche was signed on March 16, 2023 and closed on April 12, 2023. As a result, Patria currently owns 100% of Kamaroopin.

Patria Latin American Opportunity Acquisition Corp.

On March 14, 2022, Patria Latin American Opportunity Acquisition Corp. (the “SPAC”), announced the closing of its initial public offering of 23,000,000 units, including the exercise in full by the underwriters of the right to purchase an additional 3,000,000 units to cover over-allotments, at a price of US$10.00 per unit. Each unit consists of one Class A ordinary share of the SPAC, with a par value of US$0.0001 per Class A ordinary share, and one-half of one redeemable warrant of the SPAC, with each whole warrant being a public warrant entitling the holder thereof to purchase one Class A ordinary share of the SPAC for US$11.50 per share, subject to adjustment. The units were sold at a price of US$10.00 per unit, generating gross proceeds from the issuance of US$230,000,000.

The SPAC is a special purpose acquisition company incorporated in the Cayman Islands and sponsored by one of our affiliates, Patria SPAC LLC, for the purpose of effecting a business combination with one or more businesses with a focus in Latin America. The registration statement on Form S-1 (File No. 333-254498) relating to the securities referred to therein and subsequently amended has been filed with the SEC and declared effective on March 9, 2022. For further details, see notes 5, 12(d) and 20(c) to our audited consolidated financial statements.

On June 12, 2023, the SPAC held an extraordinary general meeting of its shareholders (the “2023 Extraordinary General Meeting”). At the 2023 Extraordinary General Meeting, the SPAC shareholders approved amendments to its Amended and Restated Memorandum and Articles of Association to extend the date (the “Termination Date”) by which the SPAC has to consummate an initial business combination from June 14, 2023 (the “Original Termination Date”) to June 14, 2024 (the “Articles Extension Date”), in addition to other proposals. As a result, the SPAC now has up to June 14, 2024 to consummate its initial business combination. After the 2023 Extraordinary General Meeting, shareholders holding an aggregate of 6,119,519 of the SPAC’s Class A ordinary shares exercised their right to redeem their shares on June 14, 2023. Following such redemptions, 16,880,481 ordinary shares of the SPAC remained outstanding and subject to redemption.

On June 12, 2024, the SPAC held another extraordinary general meeting of the SPAC’s shareholders (the “2024 Extraordinary General Meeting”). At the 2024 Extraordinary General Meeting, the SPAC’s shareholders approved the Extension Amendment Proposal to amend, by way of a special resolution, the SPAC’s Articles, as set forth in the Trust Agreement dated as of March 9, 2022 by and between the SPAC and the Trustee, the Termination Date by which the SPAC has to consummate a Business Combination. As a result, the Termination Date could be extended on a monthly basis, for up to fifteen times, from June 14, 2024 (the date which was 27 months from the closing date of the SPAC’s IPO) until no later than September 14, 2025 (the date which would be 42 months from the closing date of the SPAC’s IPO), unless the closing of a Business Combination occurred prior to such date. For each monthly extension, the SPAC was required to deposit, in the amount equivalent to the lesser of (i) $75,000 and (ii) $0.015 for each Class A ordinary share then outstanding. After the 2024 Extraordinary General Meeting, shareholders holding an aggregate of 12,339,057 of the SPAC’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 of the SPAC remained 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. The SPAC Sponsor intends to continue to deposit the requisite amount (approximately $68,000) each month until the earlier of the completion of a Business Combination or its liquidation date.

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On March 10, 2025, the SPAC received a written notice from the Listing Qualifications Department of the Nasdaq Stock Market indicating that the SPAC’s securities would be delisted from the Nasdaq Global Market at the opening of business on March 17, 2025 as it did not complete a business combination within 36 months of the effectiveness of its IPO registration statement. As consequence of the delisting from Nasdaq, the board of directors is actively evaluating alternatives, including the potential for relisting the SPAC’s securities on the OTCQB Market. The board is currently assessing the applicable eligibility requirements, disclosure obligations, and timing considerations associated with such a transition, with the objective of maintaining trading liquidity and preserving shareholder value.

Agreement to Acquire VBI Real Estate

On June 9, 2022, we announced an agreement to acquire VBI Real Estate Gestão de Carteiras S.A. (“VBI Real Estate” or “VBI”) one of the leading independent alternative real estate asset managers in Brazil, which had approximately R$5 billion in assets under management across both development and core real estate vehicles.

The transaction was structured in two stages. The first stage closed on July 1, 2022, and entailed the acquisition of 50% of VBI for cash consideration, plus the contribution of Patria’s two existing Brazilian REIT vehicles. The second stage allowed us to exercise an option to acquire the remaining 50% of VBI and thus consolidate VBI’s platform into the Patria group.

Over the course of 2023, and in support of our growth initiatives, VBI acquired three small-scale independent asset managers focused on real estate in Brazil: (i) BlueMacaw Asset Management Ltda. ("BlueMacaw") the spun-off portion of BlueMacaw Gestora Limitada (“BlueMacaw Gestora”), an investment manager focused on real estate assets in Brazil. BlueMacaw Gestora was created as a spin-off of Blackstone's Real Estate operations in Latin America, led by Marcelo Fedak, (ii) Bari Gestão de Recursos Ltda. (which was later renamed to VBI Securities Ltda.) and (iii) Morc Gestora de Recursos de Crédito Ltda. (which was later renamed to VBI Capital Ltda.).

On August 1, 2024, the second stage of our VBI acquisition was concluded when we exercised our call option and acquired the remaining 50% stake of VBI. As a result, Patria currently owns 100% of VBI.

More recently, upon completion of the transaction involving CSHG Real Estate, we combined it with VBI's strategy, reformulating our real estate platform in Brazil, which we rebranded as "Patria Real Estate". As of December 31, 2024, our Brazilian real estate platform had U$3.2 billion of fee-earning AUM including over 90% in permanent capital vehicles.

Expansion into Venture Capital

On December 1, 2022, we announced the launch of a new venture capital strategy anchored on the acquisition of Igah Partners LLC, PEVC I General Partner IV, Ltd and Igah Carry Holding Ltd. (collectively referred as "Igah Ventures" or "Igah"), one of the pioneers of the sector in Latin America. By expanding our platform to include venture capital, we seek to offer products and solutions throughout the equity investment cycle to address all stages of growth. We believe Igah’s business complements Patria’s existing private equity and growth equity strategies, which are focused on relatively mature companies, by adding investment expertise in startups and early-stage companies.

Igah has been operating since 2013 with three funds raised from local and international investors, having invested in startups such as Infracommerce, Contabilizei, Unico, Avenue and Conexa Saúde. As of December 1, 2022, Igah had US$320 million in total assets under management and about US$140 million in fee earning assets under management, as it prepared to launch its fourth fund. Patria acquired 100% of Igah when the transaction closed in December 2022. The consideration consisted of (i) an upfront cash payment, (ii) equity to be paid in the form of Class A common shares over the course of the next 12 months, and (iii) a deferred payment component subject to certain fundraising targets. Specific financial terms of the transaction have not been disclosed.

On December 23, 2024, we entered into an agreement to acquire an additional 29.72% stake in PEVC I General Partner IV, Ltd for R$24.3 million (approximately US$3.9 million) that will be paid in cash between the years 2024 and 2028. We now hold 42.92% of PEVC I General Partner IV, Ltd.

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Also in December, 2024 we combined both venture capital and growth equity strategies from, respectively, Igah and Kamaroopin, to create the new "Patria Growth Equity" platform within our private equity business, being able to offer a full spectrum of private equity solutions to investors from one cohesive and unified platform.

Business Arrangement with Bancolombia

On July 5, 2023, we announced that we had entered into a business arrangement with Bancolombia, a leading full-service financial conglomerate incorporated in Colombia, to expand our real estate capabilities into Colombia and leverage our private markets expertise to offer access to alternative investment products to Colombian investors. The transaction closed on November 1, 2023 with Patria assuming management of approximately US$1.4 billion of real estate AUM in Colombia. Patria expects to contribute capital to be deployed over multiple years to support PAM’s operations as well as to fund general partner commitments. Patria holds 51% of PAM with the remaining 49% being held by Bancolombia.

Acquired Private Equity Solutions Business from Abrdn

On October 16, 2023, we announced an agreement to acquire the carved-out private equity solutions business from abrdn Inc., based in Edinburgh, Scotland. abrdn's acquired business focuses primarily on primary, secondary, and co-investment middle market private equity investments in both commingled and separately managed account ("SMA") vehicles, as well as a private equity investment trust listed on the London Stock Exchange with more than US$1.5 billion in assets. The acquisition closed on April 26, 2024.

The combination of abrdn's business with certain of our feeder funds that direct Latin American capital to global private markets and our wealth management business in Latin America, formed a new vertical named Global Private Markets Solutions (“GPMS”). This new vertical both enhances our ability to serve as a gateway for Latin American investors to access global private markets, while also expands our investment footprint into developed markets in the fast-growing alternative solutions market. The transaction added more than US$8 billion of FEAUM as of the closing date.

The transaction includes total consideration of up to GBP100 million (approximately US$122 million) payable to the seller in cash as follows: (i) GBP80 million as base value of which GBP60 million was due at closing and GBP20 million is due 24 months after closing; and (ii) GBP20 million contingent on certain performance factors and is due 36 months after closing. As of December 31, 2024, the GPMS vertical had approximately US$10.2 billion of fee-earning AUM.

Acquired Credit Suisse’s Real Estate Business in Brazil

On December 6, 2023, we announced that we had entered into an agreement to acquire Credit Suisse Hedging-Griffo’s Real Estate investment funds business unit in Brazil (“CSHG Real Estate”), for total cash consideration of up to R$650 million (or approximately US$130 million at the time of the announcement). The transaction was structured with the payment of R$300 million (or approximately US$60 million at the time of the announcement) upon completion of standard regulatory approvals, and an additional R$350 million (or approximately US$70 million at the time of the announcement) upon the successful transfer of the underlying real estate funds. The funds are listed on the B3 stock exchange and together added approximately R$12 billion (or approximately US$2.4 billion) in FEAUM to our real estate platform. The transaction closed on March 8, 2024, and the transfer of the last real estate fund was concluded on July 22, 2024.

The CSHG Real Estate business, which we more recently combined with VBI as part of our Brazilian real estate platform, had US$3.2 billion of fee-earning AUM as of December 31, 2024. The vast majority of our Brazilian real estate FEAUM, over 90%, are in permanent capital listed REITs. Permanent capital across all of our strategies accounted for approximately 20% of our total FEAUM as of December 31, 2024.

Business Combination regarding Tria

On April 2, 2024, we closed a transaction to acquire a 66.67% interest in Tria Comercializadora de Energia S.A. (“Tria”). The business combination is a joined effort between Patria and individuals within the energy sector establishing an energy trading company. We invested R$100 million of capital for 66.67% of the company and at the same time granted 33.33% of capital to the energy sector individuals for no consideration.

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The acquired business contributed other income of US$6.6 million and net profit of US$3.5 million to Patria for the period from April 2, 2024, to December 31, 2024. The company has no previous operating history, therefore the impact on revenue, other financial income and net profit from the above transactions, had the acquisition taken place on January 1, 2024, is not meaningful.

Agreement to Acquire Nexus

On June 5, 2024, we entered into an agreement to acquire Nexus Capital Partners S.A.S. (“Nexus”), one of the top independent alternative real estate asset managers in Colombia, operating since 2008, with approximately US$700 million in AUM across multiple strategies. The transaction was structured in two stages. The first tranche of the acquisition was signed on June 5, 2024, and closed on July 16, 2024, whereas the second tranche was signed on July 16, 2024 and closed on August 26, 2024. The Nexus business, when combined with the Colombian Real Estate strategies we acquired as part of the business arrangement with Bancolombia in 2023, brought our Colombian based Real Estate FEAUM to US$1.95 billion.

Acquired Helius' Funds in Brazil

On July 10, 2024, we entered into an agreement with Helius Capital Gestão de Recursos S.A. (“Helius”), a small Brazilian independent asset manager focused on long-biased strategy for the assignment of the management of its funds to Patria. The transaction also involved the hiring of Mr. William Leite as the new portfolio manager of our Public Equities team. The transfer of Helius funds was concluded on September 12, 2024 and the transaction closed on September 13, 2024.

Corporate Information

Patria was incorporated in Bermuda on July 6, 2007 as a limited liability exempted company and changed the jurisdiction of its incorporation to the Cayman Islands on October 12, 2020, registering by way of continuation as a Cayman Islands exempted company with limited liability duly registered with the Cayman Islands Registrar of Companies. Our principal executive office is located at 60 Nexus Way, 4th floor, Camana Bay, PO Box 757, KY1-9006, Grand Cayman, Cayman Islands. Our telephone number at our principal executive office is +1 345 640 4900. Our principal website is www.patria.com. The information that appears on our website is not part of, and is not incorporated into, this annual report. In addition, the SEC maintains an Internet website at www.sec.gov, from which you can electronically access this annual report.

B.    Business Overview

Overview

We are a global alternative investment firm focused on the middle market segment, specializing in resilient sectors across select regions. We are a leading asset manager in Latin America and have a strong presence in Europe, with combined assets under management (“AUM”), of US$41.9 billion and US$31.8 billion as of December 31, 2024 and 2023, respectively. Fee-earnings AUM ("FEAUM"), which are the AUM on which we earn management fees, totaled US$ 32.9 billion and US$23.9 billion as of December 31 2024 and 2023, respectively. We seek to be the gateway for alternative investing in Latin America and the partner of choice for both global as well as local Latin American institutional and individual investors. We aim to serve our investors' needs by providing a diverse range of investment solutions that generate attractive risk-adjusted returns in order to help investors meet their specific portfolio objectives. To serve our clients needs, we offer a comprehensive and expanding array of investments strategies across major asset classes - private equity, infrastructure, credit, real estate, and public equities. We offer these strategies through a variety of product structures designed to meet our clients' investment goals and liquidity needs. Product structures, generally fall into the categories of drawdown funds, permanent capital listed vehicles and interval funds, open end funds, and separately managed accounts ("SMAs"), among others.

As an asset manager, investment performance is the core of our business and a fundamental driver of our growth, and we believe we have built a solid track record across our strategies. The 20-year pooled Net IRR for our flagship private equity buyout funds, for example, was 12.2% as of December 31, 2024 in U.S. dollars and 19.1% in local currencies. For infrastructure, the pooled Net IRR in U.S. dollars for our latest two fully invested vintage flagship development funds was 10.7% as of December 31, 2024, and on a local currency basis was 19.8%.

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With respect to credit, our Latin America High Yield Credit fund, our largest strategy, has outperformed its benchmark by 375 basis points ("bps") as of December 31, 2024 since inception in February 4, 2000. The fund has also beaten its benchmark CEMBI Broad Div Latam HY over the trailing 1, 3, 5 and 10-year periods through December 31, 2024. With respect to real estate, of our largest REITs with assets in excess U$75 million, which totals AUM of U$4.4 billion, 14 out of 21 have beaten the related benchmark since inception. Finally, in our GPMS business our investments in primaries, secondaries, and co-investments have generated gross IRRs of 17%, 19% and 19%, respectively, since inception and as of September 30, 2024, the latest date for which information is available. For further information on our funds performance, see “—Our Business.”

We believe we have also generated attractive financial performance for our shareholders. Since our IPO, we have grown our FEAUM from US$7.7 billion as of December 31, 2020 to US$ 32.9 billion as of December 31, 2024. Our Fee Related Earnings grew from US$56.8 million in 2020, adjusted for a comparable post-IPO compensation structure, to US$170.1 million in 2024, and our Distributable Earnings per Share rose to U$1.24 in 2024 from U$1.02 in 2021, our first year as a public company. Our Net Accrued Performance Fees increased from US$298.4 million as of December 31, 2020 to US$318.8 million as of December 31, 2024, even after the realization of US$162 million within the same period and adverse currency movements over that time.

In 2024, we implemented several important changes to our capital management policy to enhance our capital flexibility in order to fund our growth, including acquisitions, and long-term shareholder returns. Starting with our dividend in the second quarter of 2024, we transitioned from a variable quarterly dividend policy of approximately 85% of Distributable Earnings to a fixed quarterly dividend of U$0.15 per share, subject to annual review. In addition, we instituted a share repurchase plan of up to 1.8 million shares through June 2025, announced our intention to use repurchases to mitigate the impact of compensation-based share issuance overtime, and announced our plan to use Performance Related Earnings to fund acquisitions and/or repay acquisition related debt.

As of December 31, 2024, we had 577 professionals, of which 35 were partners, 21 of whom have worked together for more than 15 years. We operate in 13 offices around the globe, including investment offices in, Montevideo (Uruguay), São Paulo (Brazil), Bogotá and Medellín (Colombia), Santiago (Chile) and Edinburgh (Scotland) as well as client-coverage offices in New York (United States), Sausalito (United States), London (England), Dubai (UAE), Hong Kong (China) and Buenos Aires (Argentina), in addition to our corporate business and management office in George Town (Cayman Islands).

Our Vision

We seek to expand our successful business and investment strategy, which has been in place since the inception of our company, as we see the continuing growth of our industry and the increasing demand for our products. We seek to continue to grow as a global mid-market alternative asset manager specialized in key resilient sectors in two main regions, Latin America and Europe.

We strongly believe the acquisitions and investments we have made in our investment, product, and distribution capabilities will enable us to expand our leadership position in the regions where we operate in terms of capital raised for alternative strategies and among emerging markets-based alternative investments managers overall.

We understand that to become the gateway to mid-market investment opportunities to our investors, we must focus not only on continuing to deliver attractive risk-adjusted investment returns in our current products, but also develop new product capabilities that cater to the ever evolving investment needs and objectives of our clients. We seek to build long-term relationships with our investors as a solutions-oriented investment provider, as exemplified by the development of our customized SMA capabilities, as opposed to simply a product-centric investment manager.

Historically, our ability to provide returns, products and knowledge to our clients has been predicated on our ability to transform the sectors in which we invest by applying our investment approach which combines deep knowledge of our region, strong sector specialization, expertise in operational value creation, and a competence in working together with talented entrepreneurs, investors, and managers. We believe that by continuing to promote our investment approach, while also deepening and enlarging our sector and geographical expertise, and expanding the range of our investment offerings, we can better serve our clients.

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We believe that our ambition can be made viable by our focus on attracting and retaining the best talent from different investment specialties, and regions and leveraging the power of our investment approach to create attractive investment outcomes. In turn, this should help us attract and retain clients and assets, driving our economic returns and helping us to build scale. We seek to scale our operating platform to support the expansion of existing products as well as to launch new ones as we look to serve our clients' evolving needs, which should enable us to translate our growth into high levels of sustained profitability. In addition to attracting top talent and ever-improving our professional standards, we continue to invest in our processes and in the improvement of our technological backbone.

Our Business - Significantly Enhanced our Diversification

As an asset manager, our AUM and FEAUM are two of our most important KPIs, illustrating the evolution of our business in terms of size, products, and capacity to generate revenues. We believe that the growth of our AUM and FEAUM is directly supported by our performance, and our ability to invest these assets to produce attractive risk-adjusted returns. Our calculation of two key measures - Total AUM and FEAUM - may differ from the calculations of other investment managers and, as a result, may not be comparable to similar metrics presented by other investment managers. These measures are defined in the section “Presentation of Financial and Other Information—Certain Terms Used in this Annual Report as KPIs to Measure Operating Performance.”

Since our IPO, product, geographic, and investor diversification have been a key component of our strategy, and we believe we have made significant progress on these objectives. For example, from approximately seven investments strategies at the time of our IPO, we now offer more than 35 investment strategies across a wider variety of asset classes, with plans for continued expansion.

Platform overview by asset class as of December 31, 2024

Notes: Currency Exposure Hard / Soft (%) reflects the percentage of FEAUM exposed to each classification of currency. Soft currency exposures include vehicles which are either denominated in a soft (i.e. local) currency or have management fee exposure through the underlying investments where fees are charged on net asset value. Effective Management Fee Rate reflects the LTM management fee revenue divided by the average FEAUM for the past 12 months. Real Estate Effective Mgmt. Fee Rate includes the proforma impact of 100% of VBI and the Bancolombia initiative which is effective at Patria’s 50% and 51% ownership levels, respectively. On August 1, 2024, Patria concluded the acquisition of the remaining 50% interest of VBI Real Estate in Brazil.

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From December 31, 2009 to December 31, 2024, our Total AUM increased from US$2.4 billion to US$41.9 billion at a compounded annual growth rate (“CAGR”), of 20.9% per year. Our FEAUM, defines the effective capital managed by us on which we derive management fees, and as of December 31, 2024 our FEAUM were US$ 32.9 billion and grew at a 44% CAGR from year end 2020, just prior to our January 2021 IPO. Our Total AUM, in addition to our FEAUM, considers the appreciation of the assets and the capital under management which is not generating management fees at a given time, such as the committed and not yet deployed capital of funds that charge management fees over the deployed capital.

The following charts illustrate our Total AUM and FEAUM growth curves:

Total AUM Patria (in US$ billions)

Total FEAUM Patria (in US$ billions)

Note: There can be no guarantee that we will achieve comparable growth metrics in the future. Others includes discontinued strategies such as hedge funds.

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Private Equity—Operational value creation in resilient sectors

We have been evolving our private equity strategies since 1994, applying our investment approach to create leading companies in resilient sectors, such as agribusiness, healthcare, food and beverage, and logistics. As of December 31, 2024 and 2023, our private equity product had over US$$9.81 billion and US$12.1 billion of AUM and US$5.4 billion and US$6.7 billion of FEAUM, respectively. Collectively, our private equity funds had approximately 70 investments and over 310 underlying acquisitions historically as of December 31, 2024 as we develop our investments. As of December 31, 2024 and 2023, the consolidated cash-weighted net IRR since inception for all our private equity products was 8.0% and 12.5% in U.S. dollars and 14.5% and 16.4% in Brazilian reais, respectively, with limited use of leverage. We believe that performance in reais is a key indicator of our investment acumen as it substantially eliminates the impact of U.S. dollar exchange rate volatility, which is outside of our investment control, and we expect will be of growing importance as we anticipate local investors investing in local currencies will increasingly be attracted to our private equity solutions as we develop products to cater to this market. In addition, with our expansion to venture capital, growth equity, and middle-market private equity solutions in developed markets, we believe our product offering now more fully covers the private equity investment spectrum.

Our performance is a result of our diligent investment process, which includes:

•Our tailored thesis formulation process, which balances macroeconomic analyses to address regional comparative advantages and shortcomings with thoughtful market targeting and sector focus. This approach seeks to identify sectors that are large, growing and resilient where supply-side fragmentation would allow for market consolidation. In general, our investment theses focus on the acquisition of several small to medium sized companies, with an average of approximately six acquisitions per thesis, in order to consolidate a fragmented market;

•Sourcing of specific investment targets based on our team’s extensive professional networks followed by a disciplined investment selection process. This involves a due diligence process focused on mitigating legal, financial and operational risks as well as producing a detailed business plan for the relevant company to deliver the targeted returns. The combination of proprietary sourcing with an operationally intensive due diligence process seeks to ensure that potential investment targets are companies with successful owner-operators interested in partnering with us to drive scale and growth through market consolidation;

•Acquisition of a control position, at an attractive entry price, in companies where execution risk is mitigated by the collaboration between such owner-operator and our team. A key differentiating aspect of our strategy is the focus on partnerships with established owner-operators striving to support the growth of profitable businesses rather than making outright acquisitions;

•Intense hands-on operational involvement in portfolio companies, working alongside management to drive revenue growth, consolidate markets through add-on acquisitions to capture synergies and build scale, in addition to other efficiency-enhancing initiatives. We develop detailed business plans, have strong alignment with owner-operators’ long-term plans and onboard strong, experienced management teams, including certain of our own key executives, usually in C-level or director positions;

•Capital is allocated to portfolio companies at a gradual pace, consistent with our investment approach based on the consolidation of fragmented markets. This staged deployment allows us to mitigate execution and foreign exchange risks, while seeking to optimize returns by redirecting capital allocation to our best-performing investment theses; and

•Understanding and mapping potential exit strategies from the initial stages of the development of the investment thesis and throughout the entire investment cycle. This involves establishing domestic and international relationships with potential “target buyers” from the start of our investment analysis.

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Private Equity | Overview as of December 31, 2024

Private Equity | Performance versus benchmark as of September 30, 2024 (latest benchmark data available)

(1)Methodology: Cash Weighted Chronological (“Pooled Returns”) consolidates funds return at original dates and cash flows. 20-years considers Fund II, III, IV, V, VI, VII as of 3Q24.(2) Cambridge index as of September 2024 (latest available) The index is a horizon calculation based on data compiled from 1,635 US private equity funds, including fully liquidated partnerships, formed between 1986 and 2024. (3) Cambridge index as of September 2024 (latest available) The index is a horizon calculation based on data compiled from 799 Emerging Markets private equity and venture capital funds, including fully liquidated partnerships, formed between 1986 and 2024.

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Infrastructure—Creating value through growth and development strategies

We believe we have built one of the leading infrastructure investment products in Latin America in terms of AUM, considering our US$5.5 billion and US$5.6 billion of Total AUM and U$3.4 billion and U$3.3 billion of FEAUM as of December 31, 2024 and 2023, respectively. We have offered over US$2.0 billion of co-investment opportunities to date since our inception in 2006. As of December 31, 2024 and 2023, our infrastructure products had a consolidated cash-weighted net IRR since inception of 6.6% and 7.7% in U.S. dollars and 16.8% and 16.7% in Brazilian reais, respectively. As of December 31, 2024, the consolidated cash-weighted net IRR of our infrastructure Fund III and Fund IV, our latest fully invested vintages, was 10.7% in U.S. dollars and 19.8% in Brazilian reais, which we believe demonstrates the strength of our most recent funds. Performance in Brazilian reais is particularly noteworthy as it substantially eliminates the impact of U.S. dollar exchange rate volatility and therefore, we believe may be a better representation of our investment acumen relative to dollar-based returns. In addition, we expect to develop additional infrastructure strategies targeted to local and regional investors who will be investing in local currencies.

The focus of our infrastructure investments is to capture additional “alpha” in Latin America’s infrastructure sectors through a disciplined but flexible investment process that we believe has shown to be value accretive regardless of macroeconomic cycles and external environments, and is based on the following elements:

•Growth: Investments with significant value to be captured by brownfield expansions, consolidation of fragmented markets and other growth vectors;

•Development premium: Opportunities in upgrading, expanding or de-risking projects or assets, and addressing bottlenecks, gaps and inefficiencies in several segments. Approximately two-thirds of our investments in infrastructure were made through new platforms we created, where, in general, we hold a controlling stake;

•Sound capital structure: Deployment of solid capital structures based primarily on long-term project finance and a strong equity capital base, generally prioritizing the gradual deployment of primary capital to fund growth over large buyouts requiring an early infusion of sizeable amounts of capital;

•Operation and efficiency gains: Identification of opportunities for efficiency gains and of specific value drivers related to the project and the investment thesis; and

•Platforms: Assembly of experienced management and operating teams at the individual portfolio companies that are complemented and supported by seasoned members of our corporate team, all under a set of incentive mechanisms to align the interests of management and operating teams with our fund’s objectives and guidelines.

After building a successful franchise of infrastructure funds that invest in value-add opportunities in Latin America, we are now expanding our product offering with infrastructure funds focusing on core infrastructure as well as infrastructure credit. On March 8, 2021, we announced the closing of our first evergreen, publicly traded, Core Infrastructure fund, Patria Infraestrutura Energia Core FIP Infra (“PICE”). PICE has closed on total commitments of approximately US$148 million (R$914 million), and is a yield-focused investment vehicle that seeks to invest in high-quality, operational power generation and transmission assets in Brazil. This platform is designed to hold investments for longer periods than traditional private equity and is listed on the Brazilian Stock Exchange (B3) under the symbol (“PICE11”), which allows for its investors to have liquidity through the secondary market. Other examples of the expansion of our infrastructure platform include: (i) the August 2022 launch of Patria Infraestrutura Energia Core Renda FIP Infra (“PIER”). PIER which now has about US$148 million (R$919 million) and invests primarily in established hydro plants that are fully operational, with inflation-indexed long-term contracts and already distributing yield to investors; (ii) the 2023 launch of our credit infrastructure fund ("Infrastructure Credit"), which combines the strength of both our credit and infrastructure platforms and which now has approximately U$182 million of AUM as of December 31, 2024; and (iii) the 2024 acquisition of Tria Comercializadora de Energia S.A., an energy trading company which represents a strategic collaboration between the Patria group and key players in the energy sector. This combination allows us to enhance and diversify our infrastructure vertical by integrating specialized expertise from the Brazilian energy market.

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Infrastructure | Overview as of December 31, 2024

(1)Capex developed/contracted.

(2)Hamilton Lane Infra Global Median.

Infrastructure | Performance versus benchmark as of December 31, 2024

(1)Hamilton Lane Benchmarks as of September 2024.

(2)Net Returns as of December 31, 2024.

Private Equity and Infrastructure Fund Terms

The key terms of our private equity and infrastructure flagship funds are in general: (1) tenure of 10 to 12 years, extendable for two additional years; (2) 1.5%–2.0% p.a. management fee, charged on either committed or invested capital; (3) five to six years of investment period; (4) for the funds which charge fees over committed capital, reduction of the basis for calculation of the management fee from committed capital to invested capital at the end of the investment period; (5) 0.25% discount on the management fee after raising a successor fund (step-down); (6) 15%–20% carried interest range, European waterfall structure with full catch-up, where performance is measured versus the preferred rate at the fund level (all distributions go to investors and the manager will not participate in profits until the investor’s capital, costs and preferred return have been fully satisfied); and (7) preferred returns from 6% p.a. to 8% p.a..

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As our business evolves, many larger investors are increasingly accessing our investment strategies and capabilities through separately managed accounts (“SMAs”). SMAs by design each have unique and customized fee structures and terms and conditions but often allow for the recycling of capital and compounding, and we expect many SMAs will have lives that meet or exceed those of our drawdown funds. As of December 31, 2024 approximately 16% of our FEAUM were in SMAs across the entirety of our platform, including GPMS.

Private Equity and Infrastructure Development Drawdown Funds Investment Record as of December 31, 2024

Note: Patria will report investment performance for Private Equity and Infrastructure funds/strategies with Total AUM equal to or above $500 million. This table includes funds below that threshold given their disclosure in our reporting since the IPO.

Credit and Public Equities

The combination with Moneda Asset Management was an important step towards our diversification as it added two new product lines - credit and public equities. As of December 31, 2024 and 2023, the Total AUM for our credit platform was US$6.7 billion and US$5.4 billion, respectively, while FEAUM in credit were US$6.5 billion and US$5.4 billion. Our credit FEAUM grew 21% from December 31, 2023 to December 31, 2024 driven by a combination of strong investment performance, led by our Flagship USD Corporate High Yield fund, and net new business flows.

We expect credit will be a key driver of our growth driven by our strong investment performance, continued investor demand for differentiated credit strategies, and as we continue to expand the range of strategies we offer and the variety of investment vehicles in which we offer our strategies, including Luxembourg domiciled UCITs, Ireland domiciled investment trusts, and a closed-end private credit fund in Brazil. Overall, most of our credit strategies are in long-term or evergreen fund structures such as interval funds that offer limited gates of liquidity.

Total AUM for our public equities products was US$1.9 billion and US$3.0 billion, respectively, at December 31, 2024, down 37% from December 31, 2023 due to a combination of net outflows, weak investment returns and negative FX impacts. In general public equities strategies in Latin America have been negatively impacted by lackluster demand due to poor market returns, competition from new products, and in some cases weak demand reflecting high interest rates. Nevertheless, we believe we are well positioned in the event demand for public equities strategies improves given our experienced team and solid long-term track record.

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Credit | Overview as of December 31, 2024

Credit | Performance Highlights as of December 31, 2024

Notes: Regional Corporate Strategies - Source: Moneda Asset Management, JP Morgan, Evestment. Data calculated by Moneda Asset Management as of December 31st, 2024. Benchmarks used: Cembi Broad Div Latam Index (JP Morgan) for LatAm High Yield and GBI Broad Div Latam Index (JP Morgan) for LatAm Local Currency. (1) Data point for the last 10 years of the fund (2) Data point since inception of the fund. Local Corporate Strategies - Source: Moneda Asset Management, Patria, RiskAmerica. Data as of December 31st, 2024. Benchmark used: RiskAmerica Corporativo Global for Chile High Yield. Inception Date of Chile High Yield: December 31st, 2012. Past performance is not a guarantee of future results. (3) Includes two smaller vehicles – Credit D365 and FIAGRO which have a target return of CDI+3.5%.

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Public Equities | Overview as of December 31, 2024

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Public Equities | Performance Highlights as of December 31, 2024

Notes:Data as of December 31st, 2024. LatAm Public Equities Strategy returns have been calculated by Moneda applying the Global Investment Performance Standard methodology and have not been certified by a third party. Inception date LatAm Equities Strategy: May 27th, 2008. Inception Date Chile Equities Strategy: March 18th, 1994. Source: Moneda Asset Management. Inception date PIPE Institutional: Oct 9th, 2014. PIPE Institutional returns are in BRL and as of June 30, 2024. (1) Outperformance reflects primary fund within strategy. Past performance is not a guarantee of future results.

Credit and Public Equities Investment Performance as of December 31, 2024

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Note: Includes composite investment performance for funds of strategies with or which have reached in the past Total AUM of $500 million or more, and where relevant, a weighted composite of underlying benchmarks.

Real Estate

We have significantly expanded our Real Estate investment capabilities in both Brazil and Colombia and total Real Estate AUM and FEAUM as of December 31, 2024 and 2023 were US$5.8 billion and US$3.7 billion and US$5.5 billion and US$3.8 billion, respectively. Approximately US$4.8 billion of our Real Estate FEAUM are in permanent capital vehicles, predominately listed REITs in Brazil.

The expansion of our Real Estate business in Brazil was substantially driven by our acquisitions of VBI and the CSHG Real Estate business, which we combined to create "Patria Real Estate" platform in Brazil, with total FEAUM as of December 31, 2024 of U$3.3 billion making us one of the largest independent managers of listed REIT strategies in Brazil. We believe our scale, breadth of strategies, and investment track record leave us well positioned to grow this business over time through a combination of new products, follow-on offerings of existing products, as well as the ability to continue to consolidate what is a highly fragmented market.

Through our business arrangement with Bancolombia and further acquisition of Nexus, we have also built a sizeable Real Estate platform in Colombia that as of December 31, 2024 totaled U$2.0 billion of FEAUM, versus U$1.4 billion at December 2023 and virtually zero as of December 31, 2022. Our Colombian Real Estate strategies are currently focused predominately on institutions through very long-duration commingled investment vehicles.

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Real Estate | The Evolution of Patria's Real Estate Since IPO as of December 31, 2024

Note: (1) FEAUM incorporate 100% of VBI FEAUM (2) As of July-22-24, Patria has completed the transfer of Credit Suisse’s Brazilian Real Estate underlying funds; (3) Agreement to acquire Nexus announced on Jun-6-24 and closed on Aug-26-24.

Real Estate | Overview as of December 31, 2024

Note: Market value of Brazilian REIT market as of Dec-24;Source B3. Past performance is not a guarantee of future results.

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Real Estate | REITs Performance as of December 31, 2024

Note: Patria will report investment performance for REITS with AUM in excess of US$75mn. Market based return including dividend reinvestment. (1) IFIX launched on December 30, 2010

Global Private Market Solutions

Following the acquisition of the private equity solutions business of abrdn which closed on April 26, 2024, and in combination with our pre-existing advisory business directing Latin American capital to global private markets, we created our global private markets solutions business (“GPMS”). With US$12.2 billion of AUM and US$10.2 billion of FEAUM as of December 31, 2024. This new vertical both enhances our ability to serve as a gateway for Latin American investors to access global private markets, while expanding our investment footprint into developed markets in the fast-growing alternative solutions market.

(1) North America and Europe Middle Market (>$250 mn & <$3 bn) Private Equity (Primaries & Co-Investments) AUM as of FY23 – Source: Preqin (2) Data as of September-30-24. Patria primary investment track record comprises all primary buyout funds selected by current members of the Patria investment team from 2008 to September-30-24. Excludes funds selected by former members of the SL Capital team from 2008-2012 and Aberdeen Asset Management team from 2008-2016 in which no current investment team member had any involvement in the selection process. Includes all geographies and excludes venture. Gross returns represent the pooled internal rate of return net of management fees, carried interest and expenses charged by the general partners of the underlying investments but before the reduction of platform’s management fees and carried interest, fund expenses and gains/losses on distributed securities. Co-investments include single asset GP-led transactions

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Note: Data as of 30 September 2024. Primaries track record: comprises all primary funds selected by current members of the Patria investment team from 2008 to 30 September 2024. Excludes funds selected by former members of the SL Capital team from 2008-2012 and Aberdeen Asset Management team from 2008-2016 in which no current investment team member had any involvement in the selection process. Includes European, North American and Global buyout funds. Secondaries track record: comprises all secondary transactions completed from 2012 to 30 September 2024. Co-investments track record: comprises all investments by current members of the Patria investment team (2013-2017). (1) Returns are gross and represent the pooled internal rate of return net of management fees, carried interest and expenses charged by the general partners of the underlying investments but before the reduction of Patria’s management fees and carried interest, fund expenses and gains/losses on distributed securities. (2) Performance data excludes co-investments completed in 2024

Our Competitive Strengths

Since our inception, we have grown to become one of the leading alternative investment firms focused on Latin America in addition to having a specialized focused on middle market private equity solutions in developed markets, particularly Europe. We believe the following competitive strengths allow us to capitalize on industry trends and position us well for future growth:

Attractive investment performance track record across market cycles.

We have produced strong long-term investment performance across our product offerings, generating consistent excess returns relative to benchmarks. Our flagship private equity funds pooled 20-year net IRR in U.S. dollars was 15.9% as of September 30, 2024, outperforming the global Cambridge Associates benchmark by more than 130 bps as of September 30, 2024, which is the latest benchmark data available. In local currencies our 20-year net IRR return through September 30, 2024 was 19.4%. For our flagship infrastructure strategy, the pooled net IRR in U.S. dollars for our latest two vintages, or for the last decade, was 10.7% as of December 31, 2024, outperforming the Hamilton Lane Global Infrastructure Median and the Dow Jones Brookfield Global Infrastructure Index by 1.3% and 13.7% respectively. In local currencies our last two infrastructure vintages have generated pooled net IRR's of 19.8%. For Credit, our Latin American High Yield, our Latin American Local Currency and our Chilean High Yield strategies have outperformed their benchmarks since inception by 375 bps, 149 bps and 195 bps respectively. For Real Estate, 14 of our 21 REIT's we manage have outperformed the benchmark since inception as of December 31, 2024. Finally, in our GPMS business our investments in primaries secondaries, and co-investments have generated gross IRRs of 17%, 19%, and 19%, respectively, since inception and as of September 30, 2024, the latest available data.

Strong client relationship model and capital raising capabilities.

We are one of the leading alternative investment firms in Latin America in terms of capital raised and therefore are among the world’s largest institutional investors focused on investments in Latin America. As of March 13, 2025, Preqin’s database on fund managers ranks us as the number one asset manager in the region for private equity and infrastructure in terms of funds raised in the last 10 years. We have been steadily expanding our capital raising capabilities and currently have over 120 individuals in our commercial organization ranging from client coverage and product specialists to investor relations officers, which compares to only 10 at the time of our IPO. Our commercial teams are located in 13 offices globally.

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As we have expanded our investment and product capabilities and regional and global reach, we are evolving our commercial organization to better serve our regional and global investors as we shift from a product-oriented sales organization, to a solutions-centric model to better meet our clients ever evolving needs. In recognition that investor needs will vary by location and region and type, we have developed a commercial organization that includes local/regional hubs to better serve local and regional investors, while also expanding our ability to reach global investors with global specialists. Currently, we have three local hubs in Brazil, Chile and Colombia, and anticipate expanding the number of local hubs overtime as we expand our geographic footprint. We also continue to invest in and expand our global investment and distribution capabilities.

Distribution Structure | Global Presence

Commercial Distribution Structure

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Highly attractive and scalable business model with robust growth trajectory. We participate in an industry that we believe benefits from strong secular growth trends, as well as growth as a result of strategic acquisitions and market consolidation. From 2009 to 2023, our Total AUM increased at a compound annual growth rate, or “CAGR”, of 20.3%. Since our IPO in 2021 our FEAUM grew at a compound rate of 44% to December 31, 2024. As of December 31, 2024 approximately 20% of our FEAUM are in permanent capital vehicles and over 90% of our FEAUM are in investment vehicles with no or limited liquidity windows. For details on our AUM and FEAUM growth, see “—Our Business.” We have a strong business with two main revenue streams: management fees and performance or incentive fees. Considering the stickiness and long-duration of our FEAUM, the management fees we generate are highly predictable providing us with highly visible cash flows. The long duration of our assets in combination with our greater diversification relative to the time of our IPO, enhances the resiliency of our business. In addition to management fees, performance and incentive fees provide the potential for additional revenues linked with our investment performance. As of December 31, 2024 and 2023, the sum of our net accrued performance fees was US$319 million and US$535 million, respectively. The decline was mainly the result of the combination of asset sales and realizations and negative foreign exchange impacts. This metric is defined in the section “Presentation of Financial and Other Information—Certain Terms Used in this Annual Report as KPIs to Measure Operating Performance.

Seasoned management team with entrepreneurial spirit and professional culture. 

As of December 31, 2024, we had a senior management team, composed of 21 members. Most of our 35 partners have been working together for more than 15 years on average. Partners and senior management leaders are highly aligned with our clients’ objectives, with sizable personal capital commitments to our active funds. Our team includes more than 230 investment professionals and more than 90 client coverage professionals based in São Paulo, Santiago, Montevideo, Buenos Aires, Bogotá, Medellín, Buenos Aires, New York, Sausalito, London, Edinburgh, Dubai, and Hong Kong. Our team blends professionals with complementary competences and experiences, who bring different perspectives to our investment and management decisions, all of whom are committed to sustainable solutions and fully adherent to environmental, social and governance (“ESG”), standards. Our operating partners, usually former C-level executives from the sectors in which we invest, our value creation team staffed by senior functional specialists, and our transactions group of M&A specialists complement the business development competences of our investment team. We also have what we believe to be one of the best entry-level programs in our sector: Patria Academy, our internship program with approximately 250 applicants per position. We also offer our employees the opportunity to rotate between multiple roles. For more information on our management, see “Item 6. Directors, Senior Management and Employees.”

Our entrepreneurial spirit, professional culture, and partnership proposition disseminated at scale are powerful variables that contribute to our execution capabilities and, most importantly, to our ability to attract and retain talent across our business platform. We believe that our recognized brand, together with our cutting-edge transactions, and ability to offer multiple, challenging career paths, all aligned with our award-winning internship program, allows us to attract the best-in-class students from top universities in Latin America and consistently source young talent. Our culture, aligned with a meritocratic environment and a partnership open to all and fast career development, also helps us to retain talented professionals.

Unparalleled brand equity as one of the thought leaders in the region.

The performance of our funds coupled with our expanding range of investment strategies and geographic footprint, helps us attract and retain as investors many of the largest and most relevant institutional global investors. We believe we have evolved to become one of the trusted partners to many of our global clients regarding their Latin American investment decisions. The recognition from such renowned investors reinforces our brand equity and strongly leverages our capital raising capabilities to attract new investors and increase our share of wallet of current clients. In Latin America, we believe our expanded investment capabilities and regional footprint combined with the brand equity we've built over three decades reinforces our position as a thought leader throughout the region. We also seek to provide investors with access to high quality middle market private equity solutions in Europe and North America through our GPMS business as we selectively expand our footprint into developed markets.

Our more than three decades of successful investments in Latin America have made Patria one of the most recognized private markets investors in the region, especially in the industries in which we focus. Our strong reputation in the Latin American business community attracts talented entrepreneurs, who naturally approach us when seeking a partner to grow, allowing Patria to invest at attractive entry valuations.

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Divestment activities are also positively impacted by our brand equity recognition. Public markets, large corporations, and other strategic investors, which are the usual buyers of our portfolio companies and infrastructure investments, recognize our track record of building and structuring great companies and assets, with good governance and strong management teams and business processes.

Business Growth Strategy

The alternative investment industry has experienced significant growth, which we expect to continue and contribute to our future growth. Amongst mid-market focused alternative asset managers, we believe we are one of the market leaders with regard to fundraising for alternatives in the regions where we operate. For example, as of March 13, 2025, Preqin’s database on fund managers ranks us as the number one asset manager in Latin America for private equity and infrastructure in terms of funds raised in the last 10 years.

A key part of our growth strategy has been to expand our product offering to better serve local and regional investors, in addition to global investors. The expansion in our capabilities, which has been substantially fueled by acquisitions, is highlighted by the expansion in the number of investment strategies we offer to over 35 as of December 31, 2024. We have also expanded the range of asset classes in which we invest as well as our geographic reach. We expect our future growth will continue to be fueled by a combination of organic growth we generate internally, as well as through strategic acquisitions that further enhance our capabilities and scale.

Growing addressable market. Alternative investments are expected to continue to grow vigorously and sustainably over the long-term. According to Preqin’s special report published in 2024, 'The Future of Alternatives in 2028', assets under management ("AUM"), in alternative asset classes (including private markets and hedge funds) is expected to grow at a CAGR of more than 8% to reach more than US$24.5 trillion by the end of 2028, up from US$16.3 trillion in 2023.

We believe the penetration of Latin American private investments as a share of global private markets can increase from the historically low levels. Preqin data as of April 15, 2024 shows that Latin America accounted for less than 1% of total global private markets AUM, while Latin America GDP in 2023 represented 6% of global GDP. We believe that the volume of capital flowing to private markets in Latin America will increase substantially over time, driven by positive economic and currency cycles and the low correlation between Latin America and the global economy.

Continue to diversify and grow our client base of large global investors. We have a strong, diversified and sophisticated global client base of over 500 institutional and high-net-worth investors and over 1.3 million retail investors. As of December 31, 2024, our investors included: (1) 8 of the world’s 10 largest sovereign wealth funds (including LPs with indirect investments); (2) 10 out of the world’s 20 largest pension funds; and (3) 6 out of the U.S.’s 10 largest pension funds. We intend to continue to expand our relationships with existing clients and also intend to capitalize on significant opportunities in new client segments, such as high-net-worth individuals, regional and local institutional investors and also mass affluent investors. We believe these investors offer an attractive opportunity to further diversify and grow our client base because many of them have only recently begun to invest in, or increase their allocations to, private markets investments. In addition, in selected countries within Latin America such as Brazil and Colombia, certain institutional investors are required to invest in local markets, and we believe this home country bias will drive demand for local alternative investment solutions overtime. Developing local strategies to meet this evolving local demand has been a key new business initiative for us.

In this context, today’s largest private market investors are expected to continue their growth trajectory and diversification, establishing a presence in an increasing number of high-growth geographies. We intend to continue building relationships with investors around the world and to position ourselves to participate in the growth of the global private markets. We believe we are well-positioned to pursue the opportunities arising from increased allocations among institutional investors and the rapid wealth creation globally among high-net-worth individuals, given our strong brand and reputation, particularly in Latin America, multi-office resources, top talent investment professionals and comprehensive suite of products and services. .

We believe our existing long-term relationships have been built not only through our long-term investment track records and the trust we have engendered over the years, but also through other initiatives, such as:

•Sharing interesting co-investment opportunities: In our infrastructure strategy alone, we've offered more than US$2.0 billion in co-investment opportunities to our LPs since inception;

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•Acting as a thought partner to our clients: We are often sought out by our client base for our insights on macroeconomic and sector-specific trends in Latin America, given our successful track record as an investor in key sectors such as healthcare, food & beverage, infrastructure and agribusiness, among others; and

•Our robust and structured reporting process: We offer transparent and regular disclosure of our funds’ performance, as well as detailed information on our portfolio of companies and investments.

As a result of our consistent track record and the trust we have been able to gain and nurture, many of our clients have been supporting us for many years. We intend to capitalize on these competitive strengths to expand the relationships with our existing clients and to pursue opportunities in new client segments such as high-net-worth individuals, regional and local institutional investors, and affluent mass investors, both in Latin America as well as globally.

Continue to increase our product portfolio. Starting from our flagship private equity and infrastructure funds, we have made significant progress in diversifying our investment platform across major asset classes as we seek to offer a wider range of products to meet the needs of our growing client base. Aligned with our growth strategy, we have used capital raised in our January 2021 IPO, modest amounts of debt, and our strong cash flow, to drive inorganic expansion, adding complementary products and scaling our presence in key asset classes such as credit, real estate and developed middle market private equity solutions. We also continue to expand our offerings in our legacy businesses in private equity and infrastructure.

We believe there is growing demand for an expanded product offering leveraging our investment approach and current capabilities, which could address the specific needs of both our current global institutional client base and Latin American investors, including institutional funds, private wealth managers and affluent retail investors. We expect to continue developing new offerings organically, and also pursuing strategic partnerships, including mergers and acquisitions, to expand our portfolio of products, our geographical reach and to strengthen our distribution channels.

Expand access to channels. While we have established a solid direct communication program with global institutional investors, we aim to continue to grow and leverage our existing investor relations and marketing capabilities to access new relationships and investor segments. In addition to continuing to cultivate our rich direct relationships with our current global client base, we expect that deepening our relationships with distributors, private banks, and digital platforms may significantly enhance the marketing potential of our products in Latin America and globally.

Tap a growing demand for private market investment products in Latin America. We believe that we are well-positioned to reap the benefits of the financial deepening in Latin America, which is expected to continue driving greater demand for alternative investment products in the region. We believe our platform has the investment track record and distribution expertise required to expand our capital raising in Latin America by leveraging and expanding our existing local investment products.

Environmental, Social and Corporate Governance—Responsible Investment and Sustainability

We recognize the crucial role that material environmental, social, and governance ("ESG"), considerations can play in shaping long-term value generation, and we assess them in our risk-return investment analysis and decisions. Our approach is governed by our Responsible Investment Policy, updated in 2024, which sets forth our general guidelines.

We believe our investments have positive impacts in the Latin American markets considering the volume of investments and the sensitivity of the industries in which they operate. With this, our investment philosophy is based on long-term value creation through strict investment guidelines and governance principles. Sustainability is an important part of our way of doing business and an important support to our value creation proposal. To underpin this approach, in January 2020, we became a signatory to the Principles for Responsible Investment (PRI), an independent institution supported by the United Nations (UN).

We continue to improve our Responsible Investment framework to assess all considerations rigorously in our investment process through nine steps to evaluate and address material aspects in the three main stages of the investment cycle: (i) investment, (ii) active ownership and, (iii) divestment. The implementation of the different steps varies according to the asset class, the moment in the investment cycle when the step is considered, and the level of depth, based on Patria's leverage, materiality, and priorities:

1.Exclusion List: compliance with the relevant exclusion list(s), according to the fund that will make the investment.

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2.Screening: high level review of Responsible Investment Fundamentals that can impact the new investment, based mainly on industry, jurisdiction, and location.

3.Due Diligence (DD): assessment of applicable sustainability regulations, standards, and other relevant aspects identified during the DD process.

4.Action Plan Design: plan to be addressed by the target investment company in the short, medium, and long-term. It includes specific strategies, milestones, and required deliverables.

5.Investment Committee: presentation of sustainability materiality for consideration during the decision-making process.

6.Responsible Business support and Engagement: offering of sustainability expertise and facilitating knowledge building. Supporting investees in the identification and implementation of best practices. Particularly relevant for Patria’s private equity and infrastructure portfolio.

7.Key Performance Indicators (KPIs): monitoring, measuring and periodic reporting of material environmental, social, and governance aspects, based on our Responsible Investment Fundamentals.

8.Responsible Business Action Plans Execution in Ownership: monitoring, supporting and calibrating the implementation of Action Plans.

9.Divestment: preparation of material environmental, social, and governance related information to analyze a company’s integral performance for divestment purposes.

Patria’s Responsible Investment team sits within the management and transformation business area, which reports to the Chief Portfolio Officer, and leads active ownership of the portfolio.

In 2022, we hired a Head of Responsible Investment with 20 years of experience in sustainability management and oversight in multiple industries in Latin America. The area currently has a dedicated team and it is supported by an external counsel with expertise on the matter, as well and external consultants for screening of new thesis and due diligence of target companies, as well as other special projects and initiatives.

Responsible investment oversight and implementation (which fall under the responsibility of the Responsible Investment team and portfolio companies) is further described in the Responsible Investment Policy.

People & Career

We work tirelessly to attract, develop, and maintain our talent. We believe in the collective, but we recognize the importance of each one of our team members. We look for the best in class, the problem-solvers, who approach challenging issues with an innovative and creative mindset, striving for excellence in everything they do. We value the proactive and hands-on individuals carrying an entrepreneurial spirit to transform ideas into real opportunities.

We and our portfolio companies offer multiple career and development opportunities, a combination of financial markets, strategic consulting and management within our investees. At Patria, each individual is ultimately responsible for their own career path, and our partnership is open to all based on meritocracy: performance and values.

Today, we have five seniority levels of investment professionals. Our analysts and associates go through rotations across different practice areas to enhance their development and to identify their talents. Our vice presidents and directors are encouraged towards specialization, in order to achieve elevated levels of performance. Finally, our managing directors and partners extend their range of operation and responsibility as partners with management responsibilities.

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We have a simple yet structured employee life cycle. When recruiting, we run well-reasoned processes looking for people with our values and a good fit within our culture and the required technical background and compatible experience with their activity and seniority. For career development, we aim to have multiple learning possibilities, giving equal development opportunities to all employees. The speed of growth is individual and always related to performance. We also have processes to incentivize everyone to take an active approach towards planning and developing their careers. Regarding performance management, all of us are assessed at least annually through a 360-degree review where we are evaluated by our subordinates, superiors, peers and across practice areas. We have three ways of recognizing an investment professional’s performance: (1) promotion; (2) allocation of additional responsibilities; and (3) compensation increase. Our compensation structure is consistently aligned with the performance of our funds and the investment cycle of our businesses. To match this business model, we deploy a competitive compensation package with an emphasis on variable and long-term compensation. Our short-term compensation consists of base salaries aligned with market standards and cash bonuses which are variable and designed to reward performance. Our long-term incentive plans were designed to foster adherence to our culture and values.

Corporate Management & Services Platform

Scalable and Robust Platform

(1)4-tier governance layers refer to the type of capacities present in our governance—strategy, protection, investment & divestment, managerial execution.

Our product lines act independently to preserve each of our funds’ mandates with their respective investors and strategies. Nevertheless, all products are managed as one company and benefit from the synergies and scalabilities of a solid corporate services platform based out of our main corporate and management office in George Town, Cayman Islands.

Our corporate office is responsible for the management of the firm, including financial planning & analysis, accounting, tax, treasury, procurement, funds administration, information technology, compliance, risk & controls and client onboarding functions. Our success is highly dependent on our solid human resources structure, which is composed of business partners distributed across areas and a centralized corporate team. Our corporate team is responsible for all of our support positions and also for any activity which is better and more efficient when centralized, such as payroll and benefits. Our legal and compliance team is structured similarly, through business partners with specialized knowledge and working closely with our investment areas, as well as a strong centralized corporate team. The corporate team not only leverages synergies and the efficiencies resulting from shared, centralized processes, but also ensures that we act as a unit, follow our policies and code of ethics, and support our values, principles and our way of conducting business across all our operations. Additionally, we make sure to partner with the best-in-class service providers available, with the appropriate technical and jurisdiction-specific expertise, building long-term solid relationships.

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Our compliance, code of ethics & policies. We have developed a code of ethics and rules of conduct that reflects our mindset on how business should be done and how people should behave to preserve and protect our values and reputation. We have developed a robust set of policies to govern our daily activities, especially with regards to protecting the interests of our investors, including but not limited to: anti-money laundering, confidentiality, documentation retention, conflicts of interest, employee trading, gifts and entertainment.

Our Information Technology. We have state-of-the-art infrastructure technology aligned with best practices. We work to achieve high performance and availability having all critical assets configured to be fault-tolerant to sustain operations in the event of a major failure. We keep appropriate backups through a disk-based and cloud-based approach with data duplication. We have a comprehensive and highly available disaster recovery (“DR”), strategy and solution with multiple layers of redundancy: our file and application servers are replicated in real time to the DR site, our maximum data loss in the event of a disaster is 15 minutes, and we perform disaster recovery tests annually. Finally, we are evolving towards browser-based applications, delivered through software as a service as they are easier to maintain, improve and roll out and are the right fit for most of our business activities, giving us the agility we need with known and recognized security structures.

We classify our security working effort in four categories: (1) monitoring—maintaining a diligent monitoring process aiming to identify potential threats in both internal and external environments; (2) protecting—implementing leading protection technologies ensuring confidentiality, integrity and availability; (3) responding—providing quick response, blocking and isolating the source of malicious behavior or content; and (4) educating—creating a security-aware culture through unique and innovative training exercises, constructing employee’s engagement.

Competition

We compete with a number of strategic buyers, wealthy individuals, private equity funds and other financial services companies such as hedge funds that seek acquisition opportunities in Brazil, Chile and other Latin American countries. The strategic buyers we expect to compete with will vary based on the industry in which the potential acquisition target operates. The asset management industry is intensely competitive, and we expect it to remain so. We compete both globally and on a regional, industry and sector basis. In particular, within our asset management business, we primarily compete in the market for investment products in private equity, infrastructure, credit, real estate sectors, fixed income instruments (private and public credit) and public equities and in fund distribution, including certain funds managed by third parties. Our asset management business competes with a number of private equity funds, specialized investment funds, hedge funds, funds of hedge funds and other sponsors managing pools of capital, as well as corporate buyers, traditional asset managers, commercial banks, investment banks and other financial institutions (including sovereign wealth funds). We compete on the basis of a number of factors, including investment performance, transaction execution skills, access to capital, access to and retention of qualified personnel, reputation, range of products and services, innovation and price.

In our asset management business, we compete with a larger number of financial institutions and asset managers which, in some cases, have much larger amounts of assets under management or offer a more diverse variety of financial products. We face competition both in the pursuit of outside investors for our investment funds and in acquiring investments in attractive portfolio companies and making other investments. Although many institutional and individual investors have increased the amount of capital they commit to alternative investment funds, such increases may create increased competition with respect to fees charged by our funds. Certain institutional and other sophisticated investors have demonstrated a preference to in-source their own investment professionals and to make direct investments in alternative assets without the assistance of private equity or public equity advisers like us. We compete for investments with such institutional investors and such institutional investors could cease to be our clients.

Depending on the investment, we face competition primarily from sponsors managing other funds, investment vehicles and other pools of capital, other financial institutions and institutional investors (including sovereign wealth and pension funds), corporate buyers and other parties. Several of these competitors have significant amounts of capital and many of them have investment objectives similar to ours, which may create additional competition for investment opportunities. Some of these competitors may also have a lower cost of capital and access to funding sources or other resources that are not available to us, which may create competitive disadvantages for us with respect to investment opportunities. In addition, some of these competitors may have higher risk tolerances, different risk assessments or lower return thresholds, which could allow them to consider a wider variety of investments and to bid more aggressively than us for investments. Corporate buyers may be able to achieve synergistic cost savings with regard to an investment or be perceived by sellers as otherwise being more desirable bidders, which may provide them with a competitive advantage in bidding for an investment.

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In addition, in recent years in Brazil, the equity capital markets have been a significant competition to our business by providing equity funds to companies in need of financing. The same applies to our business in public equities and fixed income funds managed by Moneda, which faces increasing competition to source institutional clients and in the distribution segment of offshore funds. In all of our businesses, competition is also intense for the attraction and retention of qualified employees. Our ability to continue to compete effectively in our businesses will depend upon our ability to attract new employees and retain and motivate our existing employees. For additional information concerning the competitive risks that we face, see “Item 3. Key Information—D. Risk Factors—Certain Factors Relating to Our Business and Industry—The asset management business is subject to substantial and increasingly intense competition.”

Regulatory Overview

We are subject to government authorities in the jurisdictions in which we operate and conduct our activities.

U.S. Investment Advisers Act of 1940

Certain of our subsidiaries, including Pátria Investimentos Ltda, Patria Finance Limited, Patria Investments Uruguay Agente de Valores S.A. and VBI Real Estate Gestão de Carteiras S.A. are exempt reporting advisers under the U.S. Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”), as each (i) acts solely as an adviser to private funds and has assets under management, as defined in Rule 203(m)-1, in the United States of less than US$150.0 million, or (ii) acts as an adviser solely to one or more venture capital funds, as defined in Rule 203(l)-1. Furthermore, each of Moneda USA, Inc., Patria Capital Partners, LLP and Patria Private Equity (Europe) Limited is a registered U.S. investment advisers (“RIA”) under the Investment Advisers Act and is subject to oversight and regulation by the SEC. See “Item 3. Key Information—D. Risk Factors—Certain Factors Relating to Our Business and Industry—If we are required to register under the Investment Advisers Act, our ability to conduct business could be materially adversely affected."

Main Regulatory Entities

The main regulatory authorities to which our subsidiaries are subject to are, in Brazil, the CVM, the Central Bank and the CMN; in the Cayman Islands, CIMA; in Uruguay, the Central Bank of Uruguay; in Chile, the CMF; and in the United Kingdom, the FCA. In addition, the Brazilian Regulated Entities are subject to the self-regulatory rules issued by B3, ANBIMA and ABVCAP. We present below a summary of the main duties and powers of the CVM, ANBIMA and ABVCAP.

CVM

The CVM is a federal regulatory authority responsible for implementing the CMN’s policies related to the Brazilian capital market and for regulating, developing, controlling and inspecting the securities market.

The main responsibilities of the CVM are the following:

•regulating the Brazilian capital markets, in accordance with Brazilian Law. No. 6,404, of December 15, 1976 (Brazilian Corporation Law) and Law No. 6,385, of December 7, 1976 (Brazilian Securities Law);

•setting rules governing the operation of the securities market;

•defining the types of financial institutions that may carry out activities in the securities market, as well as the kinds of transactions that they may perform and services that they may provide in such market;

•controlling and supervising the Brazilian securities market through, among others:

•the approval, suspension and delisting of publicly held companies;

•the authorization of brokerage firms to operate in the securities market and public offering of securities;

•the supervision of the activities of publicly held companies, stock exchange markets, commodities and future markets, financial investment funds and variable income funds;

•the requirement of full disclosure of relevant events that affect the market, as well as the publication of annual and quarterly reports by publicly held companies;

•the imposition of penalties; and

•permanently supervising the activities and services of the securities market, as well as the dissemination of information related to the market and the amounts traded therein, to market participants.

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ANBIMA and ABVCAP

ANBIMA and ABVCAP are private self-regulatory associations of asset managers and other entities, which, among other things, establish rules as well as codes of best practices for entities operating in the Brazilian capital market. ANBIMA and ABVCAP also establish punitive measures in case of noncompliance with its rules.

Pursuant to ANBIMA’s bylaws, any change of control or change in the organization structure of a member—such as the merger of Patria Infraestrutura Gestão de Recursos Ltda. into Pátria Investimentos Ltda. or our initial public offering itself – has to be notified by such member to ANBIMA. ANBIMA may request that a member which had its control or organizational structure changed reapplies for association and the decision on the readmissions is subject to a discretionary decision of ANBIMA’s ethical committee and the fulfillment of specific procedures.

Punitive Sanctions

Legal violations may lead to administrative, civil and criminal liability. Offenders may be prosecuted under all three legal theories separately, before different courts and regulatory authorities, and face different sanctions with respect to the same legal offense.

Law No. 13,506 and CVM Resolution No. 45 of August 31, 2021, as amended, regulate administrative sanctioning proceedings as well as the various penalties, consent orders, injunctive measures, fines and administrative settlements that may be imposed by the CVM. Among other matters, Law No. 13,506:

•limits fines imposed by the CVM to the greater of the following amounts: R$50.0 million, twice the value of the irregular transaction or offering, three times the amount of the economic gain improperly obtained or loss improperly avoided, or twice the damage caused by the irregular conduct. Repeat offenders may be subject to triple the amounts above;

•provides for the suspension, disqualification and prohibition from engaging in certain activities or transactions in the banking or securities market for a period of up to 20 years;

•imposes coercive or precautionary fines of up to the greater of between (1) 0.1% of the prior fiscal year’s consolidated revenues of the economic group of the fined entity and (2) R$100,000.00;

•prohibits offending institutions from participating in securities markets; and

•provides the CVM with the authority to ban the accused from contracting with official Brazilian financial institutions and participating in public bidding processes for a period of up to five years;

Penalties may be aggregated, and are calculated based on the following factors:

•gains obtained or attempted to be gained by the offender;

•economic capability to comply;

•severity of the offense;

•actual losses;

•any recurrence of the offense; and

•the offender’s cooperativeness with the investigation.

Additionally, CVM Resolution No. 47, of August 31, 2021, provides for the application of fines for the delay in disclosing information the disclosure of which is required either periodically or eventually (ordinary fines) or as a consequence of a specific order from the CVM (extraordinary fines). Ordinary fines may amount to R$1,000.00 per day, while extraordinary fines may amount to up to R$10,000.00 per day, whereas, in case of an abnormality that needs correcting, the Board of Commissioners of the CVM may set extraordinary fines at the highest between (1) 0.1% of the last fiscal year’s consolidated revenues of the economic group of the fined entity and (2) R$100,000.00.

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Relevant Applicable Law to Asset Management Activities in Brazil

Pursuant to Law No. 6,385 of December 7, 1976, as amended (“Law No. 6,385/76”) the distribution and issuance of securities in the market, trading of securities, management and settlement and/or clearance of securities transactions all require prior authorization by the CVM. The applicable regulatory framework in Brazil is further supplemented by regulation issued by the CVM, CMN and the Central Bank, and self-regulation policies, such as those issued by various associations, over-the-counter organized markets and securities exchanges, that govern their members and participants, (for example, B3, the ANBIMA and the ABVCAP).

Licensing Requirements

As to the asset management activities in Brazil, the CVM Resolution No. 21/2021 defines asset management activities as professional activities directly or indirectly related to the operation, maintenance and management of securities portfolios, including the investment of funds in the securities market on behalf of clients. CVM Resolution No. 21/2021 provides for two categories of asset managers: (1) fiduciary administrator and/or (2) portfolio manager.

To be authorized by the CVM to engage in such activity, legal entities that operate as asset managers must (1) have its headquarters in Brazil; (2) have fiduciary administrator or securities portfolio management, as applicable, as a corporate purpose and be duly incorporated and registered with the Legal Entities Taxpayer Registration—CNPJ; (3) have one or more officers duly certified and approved by the CVM to take on liability for fiduciary administration or securities portfolio management, as applicable, pursuant to CVM Resolution No. 21/2021; (4) appoint a compliance officer and, in the case of portfolio managers, also a risk management officer; (5) appoint a distribution officer, if the entity distributes shares of Investment Funds administrated or managed thereby, as applicable; (6) be controlled by reputable shareholders (direct and indirect), who have not been convicted of certain crimes detailed in article 3, VI of CVM Resolution No. 21/2021, and who are not unable or suspended from occupying a position in financial institution or other entities authorized to operate by the CVM, the Central Bank, SUSEP or PREVIC, and have not been banned from asset management activities by judicial or administrative decisions; (7) put in place and maintain personnel and IT resources appropriate for the size and types services to be rendered; and (8) execute and provide the applicable forms to the CVM so as to prove its capacity to carry out such activities, pursuant to CVM Resolution No. 21/2021.

Under CVM Resolution No. 21/2021, asset management services providers must, among other requirements, conduct their activities in good faith, with transparency, diligence and loyalty with respect to their clients and perform their duties with the aim of achieving their investment objectives.

This same regulation requires asset management services providers to maintain a website, with extensive current information, including, but not limited to (1) an updated annual filing form (formulário de referência); (2) a code of ethics; (3) rules, procedures and a description of internal controls in order to comply with CVM Resolution No. 21/2021; (4) a risk management policy; (5) a policy of purchase and sale of securities by managers, employees and the Company; (6) a pricing manual for assets from the securities portfolios managed by such asset manager, even if the manual has been developed by a third party; and (7) a policy of apportionment and division of orders among the securities portfolios.

Moreover, under CVM Resolution No. 21/2021, asset management firms are forbidden from (1) making public assurances of profitability levels based on the historical performance of portfolio and market indexes; (2) modifying the basic features of the services they provide without following the prior appropriate procedures under the asset management agreement and regulations; (3) making promises as to future results of the portfolio; (4) contracting or granting loans on behalf of their clients, subject to certain exceptions set out in regulation; (5) providing a surety, corporate guarantee, acceptance or becoming a joint obligor in any other form, with respect to the managed assets, except for the cases provided for in the public - private partnership guarantee fund by-laws and under certain circumstances set forth in the regulation; (6) neglecting, under any circumstances, the rights and intentions of the client; (7) trading the securities from the portfolios they manage with the purpose of obtaining brokerage revenues or rebates for themselves or third parties; or (8) subject to certain exceptions set out in the regulation, acting as a counterparty, directly or indirectly, to clients.

Internal Compliance Procedures

CVM Resolution No. 21/2021 requires that asset management firms maintain internal compliance procedures.

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Regulation Against Money Laundering in Brazil

Law No. 9,613 of March 3, 1998, as amended, plays a major regulatory role in Brazil. The Anti-Money Laundering Law sets forth the rules and the penalties to be imposed upon persons engaging in activities that constitute “laundering” or the concealing of property, cash or assets acquired or resulting from any kind of criminal activity. Such regulation further prohibits individuals from using the financial system for the aforementioned illicit acts. The Anti-Money Laundering Law also created the Council of Control of Financial Activities (Conselho de Controle de Atividades Financeiras) (“COAF”), which operates under the Ministry of Economy. The purpose of the COAF is to investigate, examine, identify and impose administrative penalties in respect of any suspicious or unlawful activities related to money laundering in Brazil, without prejudice to the authority of other bodies and entities, as well as report suspicious criminal activities to the prosecutors and the police. Pursuant to the Anti-Money Laundering Law, banks, securities brokers, securities distributors, asset managers, leasing companies, credit card companies, insurance companies and insurance brokers, among others, must:

•identify and maintain up-to-date records of their clients, for a period of at least five years;

•keep up-to-date records of all transactions, for a period of at least five years, in Brazilian and foreign currencies, involving securities, bonds, credit, financial instruments, metals or any asset that if converted into cash exceeds the amount set forth by the competent authorities, and which shall be in accordance with the instruction issued by these authorities;

•keep up-to-date records of all transactions, for a period of at least five years, in Brazilian and foreign currency, involving securities, bonds, credit, instruments, metals, or any asset that if converted into cash exceed the applicable minimum amount set forth by the relevant authorities, such transactions must be in accordance with guidance on amount, timing and counterparties from the relevant authorities;

•adopt anti-money laundering (“AML”), internal control policies and procedures that are compatible with the size of the company;

•register and maintain up-to-date records with the appropriate regulatory agencies;

•comply with COAF’s requests and obligations;

•pay special attention to any transaction that, considering the provisions set forth by competent authorities, may indicate the existence of a money laundering crime; and

•confirm to the applicable regulatory agency that no offending transactions have occurred.

Currently, CVM Rule No. 50, of August 31, 2021, provides for rights, obligations and guidelines related to anti-money laundering and combating the financing of terrorism (“AML/CFT”), procedures applicable to asset management firms, such as the Brazilian Regulated Entities.

The provisions of CVM Rule No. 50 are listed below:

•Risk-Based Approach. Through their internal rules, procedures and controls, the entities subject to CVM Rule No. 50 should define the scope of analysis in their registration procedures and AML/CFT in accordance with a group of considerations, such as: (1) the scope of activities performed by the regulated entity; (2) the scale; (3) the complexity and diversity of transactions; (4) the client base; among other aspects that can assist in measuring the level of risk inherent to the different existing business models. It is important to note that the risk-based approach comprises two aspects: the level of risk assigned to clients and that assigned to the entity’s products and services.

•Exchange of information between entities of the same conglomerate. Entities of the same conglomerate which are regulated by CVM should establish information exchange mechanisms in their AML/CFT policy to ensure greater synergy between different areas of internal controls. Such exchange of information raises a broad, unrestricted and timely perspective on information obtained by internal mechanisms to the officer responsible for AML/CFT.

•Detailing duties of the officer responsible for AML/CFT and the possibility of appointing a single officer for the conglomerate. CVM Rule No. 50 provides a description of the duties of the statutory officer responsible for AML/CFT in relation to the establishment of policies, procedures and internal controls of regulated entities, as well as the verification of their effectiveness.

•Regulation of the obligations arising from Law No. 13,810/2019. CVM Rule No. 50 is in alignment with Law No. 13,810/2019, which provides for the local enforcement of sanctions imposed by the United Nations Security Council resolutions, as well as the recommendations of the FATF.

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•Definition of steps for KYC procedures. Entities subject to CVM Rule No. 50 shall adopt KYC procedures which at least include the following four (4) steps: (1) client identification; (2) onboarding; (3) due diligence; and (4) identification of beneficial owners.

•Identification of Ultimate Beneficial Owner(s). CVM Rule No. 50 provides a definition of ultimate beneficial owners as a “natural person or persons who jointly own, control or have direct or indirect significant influence on a client on behalf of whom a transaction is being conducted or benefits therefrom” and determines that regulated entities adopt procedures to identify ultimate beneficial owners. The same requirement applies to persons who exercise significant influence on the client, thus understood as the situation in which a natural person, whether the controller or not, actually influences decisions or holds more than twenty-five percent (25%) of the share capital of legal entities or the net equity of investment funds and other entities. It is important to note that the rule provides certain exceptions to the obligation on ultimate beneficial owners, such as in the case of publicly listed companies, registered investment funds (provided that they are not exclusive and managed by a CVM-authorized manager) or certain foreign investors.

•Alternative onboarding systems and simplified onboarding process for nonresident investors. CVM Rule No. 50 allows the using of alternative onboarding systems, if they meet the applicable rules and regulations, ensuring the protection of client information, as well as the maintenance and traceability of this information. Furthermore, said rule maintains the simplified onboarding tool for nonresident investors (“NRIs”). It is worth mentioning that the simplified onboarding process does not exempt the regulated entity from conducting KYC procedures. Nevertheless, in line with the risk-based approach, the rule indicates a greater flexibility of deadlines for updating the onboarding information on clients of regulated entities.

•Regulated entities that have no direct relationship with investors. The rule expressly states that entities lacking direct contact with investors must adopt AML/CFT procedures that are compatible with the activities performed; for the purposes of the risk-based approach, the AML/CFT policy and its respective rules, procedures and internal controls of the entities that have a direct relationship with clients can be applied. Also, said entities lacking direct contact with investors should maintain a process for exchanging information with the entities that have direct contact with their clients, apart from other obligations indicated therein.

Relationships with Other Regulated Entities

The Brazilian Regulated Entities perform a range of fiduciary administration and portfolio management services to the Investment Funds under our management, as described above. In order to provide such services, the Brazilian Regulated Entity engages with local representatives and custodians to register and effect foreign investments in Brazil under CMN Rule 4,373 (the “4,373 Representatives and Custodians”). The 4,373 Representatives and Custodians are entities regulated by the CVM and the Central Bank, and are subject to the same AML/CFT rules described above, in addition to other rules on custody and representation applicable to nonresident investments in Brazil.

In addition, we currently perform fiduciary administration of some Investment Funds under our management, for the others, such as Investment Funds (fundos de investimentos em participação - FIPs), Financial Investment Funds (fundo de investimento financeiro - FIFs), Real Estate Investment Trusts (fundos de investimento imobiliário—FIIs), and Credit Funds (fundo de investimento em direitos creditorios—FIDC) we engage third-party fiduciary administration to perform fiduciary administration services.

Brazilian Regulated Entities

Our subsidiaries, Pátria Investimentos Ltda., VBI Real Estate Gestão de Carteiras S.A and Kamaroopin Gestora de Recursos Ltda performs activities that are subject to regulation in Brazil by the CVM and is a member of the Brazilian Financial and Capital Markets Association (Associação Brasileira das Entidades dos Mercados Financeiro e de Capitais or“ANBIMA”), and the Brazilian Private Equity and Venture Capital Association (Associação Brasileira de Private Equity e Venture Capital) (“ABVCAP”) (jointly the “Brazilian Regulated Entities”).

As required by the applicable Brazilian regulation, these entities are authorized to operate by the CVM, as follows:

•to perform portfolio management services for all types of investment funds in Brazil (“Investment Funds”); and

•to provide fiduciary administration services for Brazilian investment funds.

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Furthermore, the Brazilian Regulated Entities are duly authorized to act in the distribution of quotas of the Investment Funds that are manage by it, pursuant to CVM Resolution No. 21/2021, which allows asset management companies to perform distribution activities, however, with certain restrictions in relation to an entity fully authorized as a member of the distribution system, such as not being able to distribute securities issued by third parties. To perform such distribution activities, the Brazilian Regulated Entities must comply with all CVM rules applicable to the members of the distribution system regarding (1) suitability requirements to the clients’ investor profile, (2) registration of clients, payment of redemptions, amortizations and/or investment orders to and from the clients’ accounts, (3) anti-money laundering, concealment of assets, rights and values prevention and (4) exchange of information between the distributor and the fiduciary administrator of the relevant Investment Fund, and appoint an officer to ensure that these rules are properly observed. The Brazilian Regulated Entities are also an exempt reporting adviser under the U.S. Investment Advisers Act of 1940, as amended, as it acts solely as an adviser to private funds and has assets under management, as defined in Rule 203(m)-1, in the United States of less than US$150.0 million. See “Item 3. Key Information—D. Risk Factors—Certain Factors Relating to Our Business and Industry—If we are required to register under the Investment Advisers Act, our ability to conduct business could be materially adversely affected."

Relevant Applicable Law to Securities Management Activities in the Cayman Islands

The Securities Investment Business Act (As Revised) of the Cayman Islands (“SIBA”), sets out the legal framework governing the carrying-on of securities investment business and requires persons or entities conducting licensable or registerable securities investment business activities to be accordingly licensed by, or registered with, CIMA.

The objective of SIBA is to define licensable and registrable securities investment business activities, and through the supervision, regulation and enforcement of CIMA, ensure the same are being conducted at all times by fit and proper persons in compliance with the provisions of SIBA (and any related regulations and guidance notes), other applicable Cayman Islands law and accepted supervisory standards for the conduct of such securities investment business.

Licensing Requirement

Any Cayman Islands company, limited liability company, or partnership (whether general, limited liability or exempted) incorporated or registered in the Cayman Islands which intends to conduct, in the course of business, any securities investment business is required either: (1) to obtain a license, granted by CIMA, under SIBA (a “Licensee”); or (2) to become a registered person with CIMA under SIBA (a “Registered Person”) unless they fall under one of the SIBA exemption categories. The securities investment business activities of entities incorporated or established in the Cayman Islands will be considered to be carried on in or from within the Cayman Islands. SIBA also applies to those who purport to carry on relevant securities investment business activities (even if the relevant securities investment business activities are not in fact carried on by that person).

The exhaustive list of activities deemed to constitute the conduct of securities investment business is set out in Schedule 2 of SIBA and relevantly includes (but is not limited to):

•dealing in securities as agent or as principal, but only where the person dealing holds himself or herself out as dealing in securities at prices determined generally and continuously, or holds himself or herself out as engaging in the business of underwriting securities or regularly solicits members of the public to induce them to buy or subscribe for securities and the dealing results from such solicitation;

•arranging deals in securities (i.e., making arrangements in relation to securities with a view to another person (whether as a principal or an agent), buying, selling, subscribing for, or underwriting in securities, or a person who participates in the arrangements of buying, selling, subscribing for or underwriting securities);

•managing securities belonging to another person in circumstances involving the exercise of discretion; and

•investment advice (i.e., advising in relation to securities but only if the advice is given to someone in their capacity as investor or potential investor or in their capacity as agent for an investor or a potential investor and the advice is on the merits of that person (whether acting as principal or agent) buying, selling, subscribing for or underwriting a particular security or exercising any right conferred by a security to buy, sell, subscribe for or underwrite a security).

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SIBA provides that Registered Persons must not conduct any securities investment business until they are in receipt of formal approval from CIMA to do so. Registered Persons are prohibited under SIBA from acting or functioning as a depositary in, or from within, the Cayman Islands. All Registered Persons are required to ensure that each and every shareholder, director and senior officer are “fit and proper persons” to the satisfaction of the CIMA. Registered Persons shall not be registered by CIMA “unless the applicant has satisfied CIMA that the applicant’s shareholders, directors and senior officers are fit and proper persons.” CIMA requires the submission and review of personal information in this regard and applies procedures in determining whether a person is fit and proper. Registered Persons of companies incorporated under the Companies Act must have a minimum of two directors, who are individuals or one corporate director each of whom is complying with the Directors Registration and Licensing Act, As Amended (the “DRLA”). Registered persons must account separately for their own funds and/or property, and the funds and/or property of each client.

Registered Persons must notify CIMA within 21 days of the occurrence of any of the following changes: (1) any changes to the information originally filed by the Registered Person in its application or annual declaration (save in respect of changes to client lists, which need be reflected only in each year’s annual declaration); (2) any change of directors or senior officers; (3) the issue, voluntary transfer or disposal of any legal or beneficial interest in any shares or interests; or (4) ceasing to carry on any securities investment business regulated activity in the Cayman Islands.

Patria Finance Limited and Infrastructure II GP, Ltd. are registered with CIMA, as a registered person under the Securities Investment Business Act (As Revised) of the Cayman Islands (“SIBA”). SIBA and related regulations are the framework which governs the regulation of persons carrying on securities investment business in or from the Cayman Islands. Our SPAC subsidiaries in Cayman Islands (Patria SPAC LLC and Patria Latin American Opportunity Acquisition Corp.) are non-regulated entities and are not subject to the CIMA regulations.

Cayman Islands Anti-Money Laundering Legislation

As a SIBA Registered Person, Patria Finance Limited is subject to the Anti-Money Laundering Regulations (As Revised) of the Cayman Islands (together with the Guidance Notes on the Prevention and Detection of Money Laundering, Terrorist Financing and Proliferation Financing in the Cayman Islands (or equivalent legislation and guidance, as applicable), and each as amended and revised from time to time, or “Cayman AML Regime”). The Cayman AML Regulations apply to anyone conducting “relevant financial business” in or from the Cayman Islands intending to form a business relationship or carry out a one-off transaction.

Pursuant to the Cayman AML Regime, SIBA Registered Persons are required, in summary:

•to have anti-money laundering officers appointed; i.e., an anti-money laundering compliance officer, a money laundering reporting officer and a deputy money laundering reporting officer (the “AML Officers”);

•to adopt and implement anti-money laundering, the countering of terrorist and counter proliferation financing (“AML/CTF/CPF”), policies and procedures providing for the application of know-your-client (“KYC”), client identification and verification procedures, a clearly documented “risk-based approach” to AML/CTF/CPF (including country risk analysis to identify acceptable countries determined by the Registered Person to have a “low risk” of money laundering, terrorist financing and proliferation financing), targeted financial sanctions screening processes, staff training and awareness, AML/CTF/CPF record keeping and internal reporting procedures in place to identify and report any suspicious activity;

•to apply targeted financial sanctions screening processes;

•to implement annual training and awareness for its staff, operators and AML Officers;

•to ensure that AML/CTF/CPF record keeping and internal reporting procedures are in place to identify and report any suspicious activity;

•to document a risk assessment of each client;

•to undertake an entity (self) risk assessment;

•to undertake documented periodic reviews of the Registered Person's clients;

•to ensure the Registered Person's board (or equivalent) retains oversight of risk in respect of the AML Regime;

•to ensure the maintenance of various regulatory registers such as internal and external suspicious activity reports, declined business, frozen assets, eligible introducers, politically exposed persons and training registers; and

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•to monitor, assess and test the AML/CTF/CPF procedures to ensure continuing internal compliance with all acts and regulations in relation to AML/CTF/CPF and any related sanctions under Cayman Islands law.

SIBA Registered Persons must act at all times in compliance with targeted financial sanction requirements under the Terrorism Act (As Revised) and the Proliferation Financing (Prohibition) Act (As Revised) to make a separate filing with the Financial Reporting Authority in the event that any assets relate to persons or entities subject to sanctions under those acts. Failure to comply would be a criminal offense and the Directors, Officers and/or the AML Officers may also be held personally liable and subject to fines and/or imprisonment, if found to be negligent.

If any person in the Cayman Islands knows or suspects, or has reasonable grounds for knowing or suspecting that another person is engaged in criminal conduct or money laundering, or is involved with terrorism or terrorist financing and property, and the information for that knowledge or suspicion came to their attention in the course of business in the regulated sector, or other trade, profession, business or employment, the person will be required to report such knowledge or suspicion to (1) the Financial Reporting Authority of the Cayman Islands (“FRA”), pursuant to the Proceeds of Crime Act (As Revised) of the Cayman Islands (“POCA”), if the disclosure relates to criminal conduct or money laundering, or (2) a police officer of the rank of constable or higher, or the FRA, pursuant to the Terrorism Act, if the disclosure relates to involvement with terrorism or terrorist financing and property. If the issuer were determined by the Cayman Islands authorities to be in violation of the POCA, the Terrorism Act or the Cayman AML Regulations, the issuer could be subject to substantial criminal penalties and/or administrative fines.

Relevant Applicable Law to Asset Management in Colombia

Regulatory Framework (Anti Corruption/Foreign Bribery):

The Colombian Criminal Code includes criminal rules and regulations to prevent, control, detect, eliminate and prosecute all matters related to financing terrorism and money laundering. The criminal rules and regulations cover the omission of reports on cash transactions, mobilization or storage of cash, and the lack of controls.

On January 18, 2022, Colombia enacted Law 2195 (Anti-bribery law), which increases the penalties, fines, crimes and sanctions that may be placed to local and branches of foreign companies, on the matter of corruption and the commitment of certain conducts that may result in crimes or felonies against the public administration, environment, economic and social order, terrorism financing and organization of terrorism groups, money laundering, private corruption, unlawful administration, among others. The new penalties include fines, suspensions or bans on contracting with the government, the disclosure of the conducts in media, the prohibition to receive any subsidy from the government, the dismissal of the staff that has been involved with the conduct, and the dismissal of the staff that tolerated or agreed to the conduct resulting in the crimes once determined by a judge.

Main regulations:

Political Constitution of Colombia (Constitución Política de Colombia)

Criminal Code (Código Penal)

Law 1474 of 2011

Law 1778 of 2016

Law 2014 of 2019

Law 2195 of 2022

External Circular (Circular Externa) No. 100-000011 (August th. 9, 2021) (“Circular PTEE”)

External Circular (Circular Externa) No. 100-000012 (August th. 9, 2021)

Inter-American Convention against Corruption of the Organization of American States (Convención Interamericana contra la Corrupción de la Organización de los Estados Americanos)

The United Nations Convention against Corruption (Convención de las Naciones Unidas en Contra de la Corrupción)

Regulatory Framework Money Laundering, Finance of Terrorism, Proliferation of Weapons of Mass Destruction:

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Colombian laws adopt the latest guidelines related to anti-money laundering and other terrorist activities established by the Financial Action Task Force on Money Laundering (“FATF”). Colombia, as a member of the GAFI-SUD (a FATF-style regional body) follows all of FATF’s 40 recommendations and nine special recommendations.

Anti-money laundering provisions have been complemented with provisions aimed at deterring terrorism financing. The requirements include “know your customer” including ultimate beneficial owners identification, rules and procedures to protect financial institutions from being used directly by shareholders and executives in money-laundering activities, for channeling funds for terrorist activities, or for the concealment of assets from such activities; these rules and procedures set forth detailed instructions for monitoring these risks.

Main regulations:

Law 808 of 2003

Law 800 of 2003

Law 970 of 2005

External Circular (Circular Externa) No. 100-000016 (December th, 24, 2020)

External Circular (Circular Externa) No. 100-000004 (April 9 th, 2021)

External Circular (Circular Externa) No. 100-000008 (June 11 th, 2021)

External Circular (Circular Externa) No. 100-000015 (August 24 th, 2021)

Law 1121 of 2006 (art. 20)

Law 1186 of 2009

Decree 1674 of 2016

Decree 1736 of 2020 (art. 7, núm. 28)

Decree 1068 of 2015 (art. 2.14.2)

Patria Asset Management S.A. is authorized in Colombia to perform investment manager services and is subject to the oversight of the SFC (Superintendencia Financiera de Colombia) once it receives a license to distribute funds.

Relevant Applicable Law to Asset Management Activities in Chile

Pursuant to Chilean Law No. 20,712 which replaced Law No. 18,815, the management of public funds in Chile may only be performed by regulated entities, namely general fund managers (administradoras generales de fondos). The applicable regulatory framework in Chile further comprises general regulations issued by the CMF (Comisión Para El Mercado Financiero) and the Chilean securities law (Law No. 18,045).

Moneda S.A. Administradora General de Fondos is a special purpose corporation, whose existence requires the prior approval of the CMF and which may only manage third-party funds. There is a minimum capital requirement of CLUF 10,000.

Additionally, for each managed public fund, an insurance policy is required for a minimum amount of CLUF 10,000.

Asset managers in Chile are established as corporations, therefore they must have a board to oversee compliance with the by-laws of the fund and with the legal and regulatory provisions applicable to the managers.

Chilean law No. 20,712 provides for the following types of funds: (1) mutual funds; (2) non-redeemable investment funds; and (3) redeemable investment funds. The main distinction between these three types of funds is the payment date for redemptions where such are permissible. As of December 31, 2024, Moneda did not manage any mutual fund. A significant difference between redeemable investment funds and non-redeemable investment funds is that the latter does not allow for on-demand redemptions, whereas the former must pay redemptions within 11 days.

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Financial Markets Commission

The Financial Markets Commission (Comisión para el Mercado Financiero) (“CMF”), is the main financial and securities regulator in Chile. Its objective is to oversee the proper operation, development and stability of the financial market. It has oversight over all open-ended corporations, issuers of securities, stockbrokers, insurance and reinsurance companies, mutualities, special purpose corporations and banks. The CMF is empowered to issue regulations on all those industries and to impose fines and sanctions (including the withdrawal of a license and the approval, suspension and delisting of issuers or securities).

The CMF has issued several regulations to implement the guidelines applicable to the funds, including general ruling No. 365, which describes the main features and requirements of a Chilean investment and mutual fund and the main marketing and contractual obligations levied on the manager of such funds.

Chilean Anti-Money Laundering Provisions

In 2003, Law No. 19,913 created the Financial Analysis Unit, the watchdog for money laundering and terrorist and other crimes financing. Under this law, a set of individuals in industries heavy on cash payments are required to report certain unusual transactions and keep records for at least five years, as well as appointing a compliance officer responsible for anti-money laundering.

In 2009, Law No. 20,393 established provisions to impose sanctions on legal entities in connection with money laundering, financing of terrorism, improper inducements and bribes among others.

Chilean Regulated Entities

Moneda S.A. Administradora General de Fondos is registered in Chile as an asset manager and investment advisor subject to the Chilean funds law (Law No. 20,712), the Chilean securities law (Law No. 18,045) and the Chilean corporations law (Law No. 18,046). It is subject to the oversight and control of the Financial Markets Commission (Comisión Para el Mercado Financiero) (“CMF”), as well as the Financial Analysis Unit (Unidad de Análisis Financiero).

Moneda Corredores de Bolsa Limitada is registered in Chile as a broker dealer and investment advisor subject to the Chilean securities law. It is also subject to the oversight and control of the CMF.

Relevant Applicable Law to Securities Markets in Uruguay

Uruguayan Laws No. 16,696 and No. 18,627 and the Compilation of Rules of the Securities Market (Recopilación de Normas sobre el Mercado de Valores) (“RNMV”), set out a legal framework governing the carrying on of securities management business activities and requires persons or entities conducting such activities to be licensed as “portfolio managers” by the Superintendence of Financial Services (the “STS”), of the Central Bank of Uruguay (“CBU” and together, the “SFS/CBU”).

The RNMV provisions define the requirements for such licensed securities management business activities, and through the supervision, regulation and enforcement of SFS/CBU, provide that conduct is enforced through proper persons in compliance (and any related regulations and guidance notes), other applicable Uruguayan law and accepted supervisory standards for the conduct of such activities.

Licensing Requirements

Any Uruguayan company incorporated or registered in Uruguay which intends to conduct, in the course of business, any securities management activities is required to obtain a portfolio manager license, granted by the SFS/BCU, under the RNMV to become a “licensee.” The securities management business activities of entities incorporated or established in Uruguay will be considered to be carried on within Uruguay.

Pursuant to the RNMV, the main activity that defines the portfolio manager license and requires the prior authorization of the SFS/CBU to operate, includes managing clients’ portfolios: consists of managing, on a discretionary and individualized basis, clients’ securities, making decisions on behalf of clients based on their objectives and needs, and within the framework of managerial powers of attorney provided by the holders of such investments.

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In addition, portfolio managers can carry out only the following activities in the securities market:

•provide investment advice on securities: delivering personalized recommendations that best suit the objectives and needs of clients in such matters of purchase, sale, lease, exchange or loan of securities, both publicly and privately offered, as well as maintaining or exercising any right conferred by such securities;

•channel orders received from clients: channel to brokers such previously received orders from clients, for their execution both in formal trading markets (regulated and supervised by the financial authorities of the country where they are located) and outside the sphere of such markets (over-the-counter markets-OTC);

•refer clients to other financial institutions: connect the client with such institutions and provide the necessary assistance to open an account in the respective institution; and

•prepare investment reports and financial analysis relating to local or foreign securities markets, and to deliver general or non-personalized recommendations relating to securities.

The RNMV provides that portfolio managers must not conduct any securities management business activities until they are in receipt of formal approval from the SFS/CBU to do so. Portfolio managers are not allowed under the RNMV from acting or functioning as a depositary within Uruguay. All portfolio managers are required to ensure that each and every shareholder, ultimate beneficial owner, director and senior officer are “fit and proper persons” to the satisfaction of the SFS/CBU. The SFS/CBU requires the submission and review of personal information in this regard and applies procedures in determining whether a person is fit and proper. The SFS/CBU also requires the submission of a code of good practices and code of ethics to be adopted by portfolio managers, in accordance with the compilation of the stock exchange rules, and the constitution of a guarantee in favor of the CBU, for any obligations portfolio managers may assume with said entity or third parties in the course of the manager’s activity, as well as establishing a deposit with the CBU in the terms of the compilation of the stock exchange rules.

During the course of their activities, portfolio managers must notify the SFS/BCU of any changes made in the information submitted within a maximum term of 10 working days of their occurrence. They must also request prior authorization from the SFS/BCU to issue or transfer shares and to hire services from third parties that are inherent to their business, to inform the persons who are responsible for the execution of the procedures for safeguarding data, software and documentation; to communicate any changes in relation to indirect shareholders or ultimate beneficial owners, as well as to inform any relevant fact or special situation that may affect the development of its activity or the situation of its clients, immediately when it occurs or comes to its knowledge, not being able to exceed the following working day; to annually submit consolidated annual financial statements of the group to which the portfolio manager belongs, accompanied by the compilation report and individual annual financial statements, accompanied by the compilation report.

Uruguay Anti-Money Laundering Legislation

As a portfolio manager, Patria Investments Uruguay Agente de Valores S.A. is subject to the Anti-Money Laundering Regulations of Uruguay (the “Uruguay AML Regime”).

Pursuant to the Uruguay AML Regime, portfolio managers are required to:

•have anti-money laundering officers appointed;

•adopt and implement anti-money laundering, the countering of terrorist and counter proliferation financing (“AML/CTF/CPF”), policies and procedures providing for the application of know-your-client (“KYC”), client identification and verification procedures, a clearly documented “risk-based approach” to AML/CTF/CPF (including country risk analysis to identify acceptable countries determined by the portfolio manager to have a “low risk” of money laundering, terrorist financing and proliferation financing), targeted financial sanctions screening processes, staff training and awareness, AML/CTF/CPF record keeping and internal reporting procedures in place to identify and report any suspicious activity; and

•monitor, assess and test the AML/CTF/CPF procedures to ensure continuing internal compliance with all laws and regulations in relation to AML/CTF/CPF and any related sanctions under Uruguayan law; and

•produce reports of suspicious operations before the corresponding authority of the CBU, according to the Uruguay AML Regime.

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If any employee of Patria Investments Uruguay Agente de Valores S.A. knows or suspects, or has reasonable grounds for knowing or suspecting that another person is engaged in criminal conduct or money laundering, or is involved with terrorism or terrorist financing and property, and the information for that knowledge or suspicion came to their attention in the course of business in the regulated sector, or other trade, profession, business or employment, the person will be required to report such knowledge or suspicion to the Financial Analysis Unit of the CBU.

Uruguay Regulated Entities

Patria Investments Uruguay Agente de Valores S.A. in Uruguay is authorized as a broker dealer and investment advisor by the Central Bank of Uruguay. The license was granted on November 17, 2023.

Relevant Applicable Law to Securities Management Activities in UK

The Financial Services and Markets Act 2000 (“FSMA” or the “Act 2000”) which is an Act of the Parliament of the United Kingdom that created the FCA as a regulator for insurance, investment and banking business. FSMA and related secondary legislation define the "regulatory perimeter," setting out the activities and entities that fall within the scope of UK's financial services regulation.

Section 19 of the Act 2000 states that a person (which includes a corporate entity) must not carry on a regulated activity in the U.K., or purport to do so, unless they are an authorized or exempt person. This is referred to as the general prohibition. Carrying on a regulated activity in breach of the general prohibition is a criminal offense and may result in certain agreements being unenforceable. The meaning of regulated activity is set out in Part II of the Act 2000 (Regulated Activities) Order 2001 (the Regulated Activities Order).

The regulated activity of managing investments is specified in article 37 of the Regulated Activities Order. In summary, managing assets belonging to another person in circumstances which involve the exercise of discretion, if:

•the assets consist of or include any security, structured deposit or contractually based investment (that is, any designated investment (other than a peer-to-peer agreement), funeral plan contract, structured deposit or right to or interest in a funeral plan contract); or

•the arrangements for their management are such that the assets may consist of or include such investments, and either the assets have at any time since April 29, 1988, done so, or the arrangements have at any time (whether before or after that date) been held out as arrangements under which the assets would do so.

Licensing requirements

As defined in section 55A of the Act 2000 (Application for permission), any person to perform the managing investment regulated activity by way of business needs to seek FCA authorization under Part 4A of the Act 2000 (Permission to carry on regulated activities).

Part 4A of FSMA sets out the Threshold Conditions which must be met at authorization of the activity and on an ongoing basis.

An investment manager, asset manager or portfolio manager could have just one client, such as a fund, or they could offer a separate account service for professional and/or retail investors. The investment manager’s agreement (IMA) should list the services that correspond to their business plan and permissions that relate to the client(s).

Typical permissions required:

•advising on investments;

•arranging (bringing about) deals in investments;

•agreeing to carry on regulated activities;

•dealing in investments as an agent;

•making arrangements with a view to transactions in investments;

•managing investments; and

•controlling (but not holding) client money.

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United Kingdom Anti-Money Laundering Legislation

The company is required to comply with the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (as amended by the money laundering and terrorist financing (amendment) regulations 2019) (“MLR”) and is supervised by the FCA.

The MLR require companies to assess their money laundering risk and to establish and maintain systems and controls to guard against the business being used for money laundering. It explicitly requires a company:

•to take appropriate steps to identify and assess the risks of money laundering and terrorist financing to which a business is subject and document that assessment;

•to carry out Customer Due Diligence (“CDD”) when it establishes a business relationship or undertakes an occasional transaction;

•to take a risk-based approach to CDD. There are three levels of CDD: Standard CDD, Simplified Customer Due Diligence’ (“SDD”) and Enhanced Customer Due Diligence (“EDD”);

•to apply EDD measures in higher-risk situations; and

•to conduct ongoing monitoring of business relationships, including the scrutiny of transactions undertaken throughout the course of the relationship and keeping CDD information up to date; to adopt effective written procedures for identification of clients and recordkeeping; to report suspicious activities and ensure staff awareness and training.

United Kingdom Regulated Entities

Patria Investments UK Ltd. in U.K is authorized as a MiFID manager by the FCA, the scope of permission to perform the following regulated activities and services:

•Advising on investments (except for pension transfers and pensions opt outs);

•Arranging (bringing about deals) in investments;

•Dealing in investments as agent;

•Establishing, operating or winding up a collective investment scheme;

•Making arrangements with a view to carry out transactions in investments; and

•Managing investments.

Other jurisdictions

Our subsidiaries in Dubai (UAE), and Hong Kong (China) perform activities that require registration with and regulation by appropriate regulatory authorities in their jurisdictions, as follows:

•Patria Investments Hong Kong Limited in Hong Kong is licensed as a Type 1 Dealing in Securities, issued by the SFC (Securities and Futures Commission);

•Patria Investments UK Ltd. has a branch in Dubai with a category 4 DIFC Investment Advisory License, issued by the Dubai International Financial Centre ("DIFC");

C.    Organizational Structure

On December 1, 2020, we entered into a purchase agreement among Blackstone and certain of its affiliates, Messrs. Alexandre T. de A. Saigh, Olimpio Matarazzo Neto and Otavio Lopes Castello Branco Neto (together referred to as the “Founders”), and certain entities affiliated with the Founders (the “Founder Entities”), and Patria Brazil, in connection with the Purchase and Roll-Up. See “—A. History and Development of the Company—Our History—Corporate Reorganization” for additional information regarding our corporate reorganization.

For a chart showing our current corporate structure and equity ownership, see “Presentation of Financial and Other Information—Corporate Structure.” Such chart is provided for illustrative purposes only and does not show all of the legal entities.

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D.    Property, Plants and Equipment

Intellectual Property

Most of our services are based on the jurisdictions in which we have offices. We rely on a combination of copyright, industrial property, and software laws, as well as employee and third-party nondisclosure, confidentiality and other types of contractual arrangements to establish, maintain and enforce our intellectual property rights, including with respect to our proprietary rights related to our products and services. In addition, we license technology from third parties.

As of December 31, 2024, we owned a number of trademarks, including, but not limited to, Patria Investimentos, Patria Investments, Moneda, Moneda Asset Management and VBI Real Estate to identify several business and financial services, in Brazil, Chile, Colombia, United Kingdom and other jurisdictions, mostly in Latin America and the European Union. We also own other valuable trademarks and designs covering various brands, products, programs and services, including Patria Finance, Patria Real Estate, Moneda Corredores de Bolsa, Moneda Asset, VBI and VBI Real Estate. We have a number of registered copyrights, software and domain names.

Properties

We lease our corporate business and management office, which is located in 60 Nexus Way, 4th floor, Camana Bay, PO Box 757, KY1-9006, Grand Cayman, Cayman Islands. We also lease additional office space in São Paulo (Brazil), Buenos Aires (Argentina), Montevideo (Uruguay), Bogota and Medellín (Colombia), and Santiago (Chile), New York and Sausalito (United States), Edinburgh (Scotland), London (England), Dubai (UAE), and Hong Kong (China). We do not own any property. Our current facilities are suitable for our business needs and we understand that adequate additional space will be available as and when needed.

ITEM 4A. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results and the timing of events may differ materially from those expressed or implied in such forward-looking statements as a result of various factors, including those set forth in “Cautionary Statement Regarding Forward-Looking Statements” and “Item 3. Key Information—D. Risk Factors.”

A.    Operating Results

The following discussion of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements as of the years ended December 31, 2024, 2023 and 2022 and the notes thereto, included elsewhere in this annual report, as well as the information presented under “Presentation of Financial and Other Information.”

Overview

We are a global alternative investment firm focused on the middle market segment, specializing in resilient sectors across select regions. We are a leading asset manager in Latin America and have a strong presence in Europe, with combined assets under management (“AUM”), of US$41.9 billion and US$31.8 billion as of December 31, 2024 and 2023, respectively. Fee-earnings AUM ("FEAUM"), which are the AUM on which we earn management fees, totaled US$ 32.9 billion and US$23.9 billion as of December 31 2024 and 2023, respectively. We seek to be the gateway for alternative investing in Latin America and the partner of choice for both global as well as local Latin American institutional and individual investors. We aim to serve our investors' needs by providing a diverse range of investment solutions that generate attractive risk-adjusted returns in order to help investors meet their specific portfolio objectives. To serve our clients needs, we offer a comprehensive and expanding array of investments strategies across major asset classes - private equity, infrastructure, credit, real estate, and public equities. We offer these strategies through a variety of product structures designed to meet our clients' investment goals and liquidity needs. Product structures, generally fall into the categories of drawdown funds, permanent capital listed vehicles and interval funds, open end funds, and separately managed accounts ("SMAs"), among others.

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As an asset manager, investment performance is the core of our business and a fundamental driver of our growth, and we believe we have built a solid track record across our strategies. The 20-year pooled Net IRR for our flagship private equity buyout funds, for example, was 12.2% as of December 31, 2024 in U.S. dollars and 19.1% in local currencies. For infrastructure, the pooled Net IRR in U.S. dollars for our latest two fully invested vintage flagship development funds was 10.7% as of December 31, 2024, and on a local currency basis was 19.8%.

With respect to credit, our Latin America High Yield Credit fund, our largest strategy, has outperformed its benchmark by 375 basis points ("bps") as of December 31, 2024 since inception in February 4, 2000. The fund has also beaten its benchmark CEMBI Broad Div Latam HY over the trailing 1, 3, 5 and 10-year periods through December 31, 2024. With respect to real estate, of our largest REITs with assets in excess U$75 million, which totals AUM of U$4.4 billion, 14 out of 21 have beaten the related benchmark since inception. Finally, in our GPMS business our investments in primaries, secondaries, and co-investments have generated gross IRRs of 17%, 19% and 19%, respectively, since inception and as of September 30, 2024, the latest date for which information is available. For further information on our funds performance, see “—Our Business.”

We believe we have also generated attractive financial performance for our shareholders. Since our IPO, we have grown our Fee-Earning Assets Under Management from US$7.7 billion as of December 31, 2020 to US$ 32.9 billion as of December 31, 2024. Our Fee Related Earnings grew from US$56.8 million in 2020, adjusted for a comparable post-IPO compensation structure, to US$170.1 million in 2024, and our Distributable Earnings per Share rose to U$1.24 in 2024 from U$1.02 in 2021, our first year as a public company. Our Net Accrued Performance Fees increased from US$298.4 million as of December 31, 2020 to US$318.8 million as of December 31, 2024, even after the realization of US$162 million within the same period and adverse currency movements over that time.

In 2024, we implemented several important changes to our capital management policy to enhance our capital flexibility in order to fund our growth, including acquisitions, and long-term shareholder returns. Starting with our dividend in the second quarter of 2024, we transitioned from a variable quarterly dividend policy of approximately 85% of Distributable Earnings to a fixed quarterly dividend of U$0.15 per share, subject to annual review and adjustments as determined by our board of directors to be necessary or appropriate to provide for the conduct of our business, to make appropriate investments in our business and funds, to comply with applicable law, any of our debt instruments or other agreements, or to provide for future cash requirements such as tax-related payments, clawback obligations and dividends to shareholders for any ensuing quarter. In addition, we instituted a share repurchase plan of up to 1.8 million shares through June 2025, announced our intention to use repurchases to mitigate the impact of compensation-based share issuance overtime, and announced our plan to use Performance Related Earnings to fund acquisitions and/or repay acquisition related debt.

As of December 31, 2024, we had 577 professionals, of which 35 were partners, 21 of whom have worked together for more than 15 years. We operate in 13 offices around the globe, including investment offices in, Montevideo (Uruguay), São Paulo (Brazil), Bogotá and Medellín (Colombia), Santiago (Chile) and Edinburgh (Scotland) as well as client-coverage offices in New York (United States), Sausalito (United States), London (England), Dubai (UAE), Hong Kong (China) and Buenos Aires (Argentina), in addition to our corporate business and management office in George Town (Cayman Islands).

Key Business Metrics

The following table sets forth our key business metrics as of and for the periods indicated. These supplemental business metrics are presented to assist investors to better understand our business and how it operates. This annual report uses the terms AUM, FEAUM, and net accrued performance fee, for which the definitions are presented below. We strongly advise that these measures may differ from the calculations of other companies, and as a result, may not be comparable to similar ones.

The following table presents certain key operating performance metrics for the years ended December 31, 2024, 2023 and 2022:

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		For the Years Ended December 31,
	2024	2023	2022	2024/2023 Change	2023/2022 Change
		(in US$ millions)
Assets Under Management (AUM)	41,899	31,843	27,250	10,056	4,593
Private Equity AUM	9,812	12,064	10,909	-2,252	1,155
Infrastructure AUM	5,537	5,387	5,836	150	-449
Credit AUM	6,697	5,610	4,693	1,087	917
Public Equities AUM	1,877	2,908	2,140	-1,031	768
Real Estate AUM	5,791	3,432	1,325	2,359	2,107
GPMS (1)	12,184	0	0	12,184	0
Advisory & Distribution (1)	0	2,442	2,345	-2,442	97
Fee Earning AUM (FEAUM)	32,901	23,900	19,167	9,001	4,733
Private Equity AUM	5,404	6,658	6,048	-1,254	610
Infrastructure AUM	3,419	3,272	3,287	147	-15
Credit AUM	6,522	5,381	4,520	1,141	861
Public Equities AUM	1,803	2,910	2,142	-1,107	768
Real Estate AUM	5,513	3,476	1,404	2,037	2,072
GPMS (1)	10,239	0	0	10,239	0
Advisory & Distribution (1)	0	2,204	1,767	-2,204	437
Net Accrued Performance Fee (2)	319	535	478	-216	57

(1) Starting with our first-quarter 2024 results, we established a new vertical—Global Private Market Solutions (GPMS). As a result, we reclassified certain assets from Advisory & Distribution into GPMS, Credit, Public Equities and Real Estate. These reclassifications are reflected in the tables detailing changes in AUM and FEAUM    

(2) Beginning with our results for the first quarter of 2023, we are reporting Net Accrued Performance Fee balances net of related compensation and revenue taxes only. To be consistent with current reporting methodology, disclosures in prior periods were also adjusted accordingly for comparative purposes.

Assets Under Management

Our AUM provides our operational size and market share perspective. AUM is the total capital funds managed by us plus the investments directly made by others in the invested companies (co-investments).

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The following table reflects the changes in our AUM for the years ended December 31, 2024 and 2023:

	Private Equity	Infra- structure	Credit	Public Equities	Real Estate	GPMS	Advisory & Distribution	Total
	(in US$ millions)
AUM as of December 31, 2023	12,064	5,387	5,610	2,908	3,432	0	2,442	31,843
Reclassification	0	207	-178	85	294	2,034	-2,442	0
Acquisitions	0	0	0	0	2,834	9,482	0	12,316
Inflows	186	454	1,380	233	588	2,314	0	5,154
Realizations & Dividends	-351	-127	-267	-41	-392	-1,426	0	-2,605
Redemptions	-141	0	-388	-799	-65	-402	0	-1,795
Valuation Impact	41	242	698	-368	-277	376	0	712
Foreign Exchange (FX)	-1,992	-685	-155	-140	-670	-182	0	-3,823
Funds capital variation	6	60	-3	0	47	-13	0	96
AUM as of December 31, 2024	9,812	5,537	6,697	1,877	5,791	12,184	0	41,899

Our AUM was US$41,899 million as of December 31, 2024, an increase of US$10,056 million, compared to US$31,843 million as of December 31, 2023. The increase in AUM was mainly due to acquisitions (mostly driven by the acquisition of the private equity solutions business from abrdn), new capital raised across all verticals and positive performance of our funds. These increases were partially offset by appreciation of the U.S. Dollar against the local currencies, realizations in our portfolio companies and GPMS mandates, dividends distributed from our REITs, credit and public equities funds and redemptions across all verticals except Infrastructure. For more information about the acquisitions, see "Item 4. Information on the Company—A. History and Development of the Company."

The following table reflects the changes in our AUM for the years ended December 31, 2023 and 2022:

	Private Equity	Infra- structure	Credit	Public Equities	Real Estate	Advisory & Distribution	Total
	(in US$ millions)
AUM as of December 31, 2022	10,909	5,836	4,693	2,140	1,325	2,345	27,250
Reclassification	0	0	0	0	0	0	0
Acquisitions	184	0	0	0	1,364	0	1,547
Inflows	250	1,301	731	759	758	778	4,576
Outflows	-479	-2,030	-573	-535	-238	-751	-4,606
Valuation Impact	449	141	748	577	-72	75	1,918
Foreign Exchange (FX)	493	450	15	-34	298	-5	1,218
Funds capital variation	256	-311	-4	0	-2	0	-60
AUM as of December 31, 2023	12,064	5,387	5,610	2,908	3,432	2,442	31,843

Our AUM was US$31,843 million as of December 31, 2023, an increase of US$4,593 million, compared to US$27,250 million as of December 31, 2022. The increase in AUM was mainly due to acquisitions (mostly driven by PAM), new capital raised across all verticals, positive performance of our funds and favorable fx impact. These increases were partially offset by realizations in our portfolio companies (mainly in IS III and PE V), dividends distributed from our REITs, Credit and Public Equities funds and redemptions across Credit, Public Equities and Advisory verticals.

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Fee Earning AUM

Our FEAUM assesses our capability of generating recurring operating revenues. FEAUM is the total capital managed by us on which derive management fees.

The following table reflects the changes in our FEAUM for the years ended December 31, 2024 and 2023:

	Private Equity	Infra- structure	Credit	Public Equities	Real Estate	GPMS	Advisory & Distribution	Total
	(in US$ millions)
FEAUM as of December 31, 2023	6,658	3,272	5,381	2,910	3,476	0	2,204	23,900
Reclassification	0	0	29	85	294	1,796	-2,204	0
Acquisitions	0	0	0	0	2,704	8,103	0	10,807
Inflows	62	364	1,293	184	523	1,823	0	4,249
Realizations & Dividends	-126	-33	-152	-41	-283	-1,550	0	-2,186
Redemptions	0	0	-387	-791	-48	-113	0	-1,338
Valuation Impact	0	44	573	-404	-73	541	0	681
Foreign Exchange (FX) and Other	-132	-230	-213	-141	-915	-314	0	-1,944
Change in fee basis	-1,058	2	0	0	-166	-46	0	-1,268
FEAUM as of December 31, 2024	5,404	3,419	6,522	1,803	5,513	10,239	0	32,901

Our FEAUM was US$32,901 million as of December 31, 2024, an increase of US$9,001 million, compared to US$23,900 million as of December 31, 2023. This increase was driven by acquisitions (mostly driven by the acquisition of private equity solutions business from abrdn), new capital raised across all verticals and positive performance of our funds. These increases were partially offset by appreciation of the U.S. Dollar against the local currencies, realizations in our portfolio companies and GPMS mandates, dividends distributed from our REITs, credit and public equities funds and redemptions in credit, public equities, real estate and GPMS. For more information about the acquisitions, see "Item 4. Information on the Company—A. History and Development of the Company"

The following table reflects the changes in our FEAUM for the years ended December 31, 2023 and 2022:

	Private Equity	Infra- structure	Credit	Public Equities	Real Estate	Advisory & Distribution	Total
	(in US$ millions)
FEAUM as of December 31, 2022	6,048	3,287	4,520	2,142	1,404	1,767	19,167
Reclassification	0	0	0	0	0	0	0
Acquisitions	111	0	0	0	1,364	0	1,475
Inflows	570	487	531	759	635	603	3,585
Outflows	-97	-614	-385	-522	-174	-147	-1,940
Valuation Impact	-10	31	707	565	103	-20	1,377
Foreign Exchange (FX) and Other	35	82	7	-34	145	1	236
FEAUM as of December 31, 2023	6,658	3,272	5,381	2,910	3,476	2,204	23,900

Our FEAUM was US$23,900 million as of December 31, 2023, an increase of US$4,733 million, compared to US$19,167 million as of December 31, 2022. This increase was driven by acquisitions (mostly driven by PAM), new capital raised across all verticals, positive performance of our funds and favorable foreign exchange impact. This increase was partially offset by realizations in our portfolio companies (mainly in IS III and PE V), dividends distributed from our REITs, Credit and Public Equities funds and redemptions across Credit, Public Equities and Advisory verticals. For more information on PAM, see "Item 4. Information on the Company—A. History and Development of the Company—Business Arrangement with Bancolombia."

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Net Accrued Performance Fee

Our net accrued performance fee measures the current total expectation of cash inflow from performance fee related to our operational funds by the end of each period.

The following table reflects the changes in our net accrued performance fee for the years ended December 31, 2024 and 2023:

	(in US$ millions)
Net accrued performance fee as of December 31, 2023	534.9
Private Equity Fund III	0
Private Equity Fund IV	0
Private Equity Fund V	-109.7
Private Equity Fund VI	-32.3
Infrastructure II	-0.8
Infrastructure III	-57.6
Infrastructure IV	-13.1
Agribusiness I	0.0
Alturas II	1.0
Payara I	-2.9
Payara II	-0.7
Net accrued performance fee as of December 31, 2024	318.8

(1)    Beginning with our results for the first quarter of 2023, we are reporting Net Accrued Performance Fee balances net of related compensation and revenue taxes only. To be consistent with current reporting methodology, disclosures in prior periods were also adjusted accordingly for comparative purposes.

Our net accrued performance fee was US$319 million on December 31, 2024, a decrease of US$216 million, compared to US$535 million on December 31, 2023. The decrease was primarily due to the US dollar appreciation against other currencies, stock price of the listed companies in the portfolio and the realization of US$39 million in our Infrastructure III fund.

The following table reflects the changes in our net accrued performance fee for the years ended December 31, 2023 and 2022:

	(in US$ millions)
Net accrued performance fee as of December 31, 2022	461.8
Methodology Adjustment	15.9
Net accrued performance fee as of December 31, 2022 (new methodology) (1)	477.7
Private Equity Fund III	-0.3
Private Equity Fund IV	0.0
Private Equity Fund V	-31.6
Private Equity Fund VI	101.1
Infrastructure II	0.0
Infrastructure III	-27.7
Infrastructure IV	4.9
Agribusiness I	0.0
Alturas II	0.9
Payara I	8.2
Payara II	1.7
Net accrued performance fee as of December 31, 2023	534.9

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Our net accrued performance fee was US$535 million on December 31, 2023, an increase of US$57 million, compared to US$478 million on December 31, 2022. The increase was primarily due to the valuation increase from invested companies of Infra III, Infra IV and PE VI funds and addition of Kamaroopin funds (Payara I and II), representing US$127 million of positive impact. This increase was partially offset mainly by US$37 million realization of performance fee from IS III, US$10 million realization of performance fee from PE V and US$22 million due to assets valuation in PE V.

Non-GAAP Financial Measures and Reconciliations

This annual report presents our fee-related earnings, distributable earnings and their respective reconciliations for the convenience of investors, which are Non-GAAP financial measures. A Non-GAAP financial measure is generally defined as a numerical measure of historical or future financial performance, financial position, or cash flow that purports to measure financial performance but excludes or includes amounts that would not be so adjusted in the most comparable IFRS measure. For further information on why our management chooses to use these Non-GAAP financial measures, and on the limits of using these Non-GAAP financial measures, please see “Presentation of Financial and Other Information—Special Note Regarding Non-GAAP Financial Measures.”

	For the Years Ended December 31,
	2024	2023	2022	Change 2024/2023	Change 2023/2022
	(in US$ millions)
Fee Related Earnings (FRE)(1)	170.1	147.7	130.0	22.4	17.7
Distributable Earnings (DE)(2)	189.2	186.3	147.1	2.9	39.2
Net income for the year	75.7	120.8	94.1	-45.1	26.7

Note: For our non-GAAP financial measures, we reflect the results attributable for controlling owners to include our exposure from our ownership stake on each line item.

(1)Reconciled as net income before income taxes that are attributable to owners of the Parent less revenue from performance fees net of taxes, other income/(expenses) and net financial income/(expense), plus long term employee benefit personnel expenses related to equity-based compensation, Officers’ fund and strategic long-term benefit plans, performance share plan, performance fee compensation, plus personnel and other restructuring costs as a results of acquisitions, plus deferred and contingent consideration and carry bonus provision, plus amortization of intangible assets (contractual rights, non-contractual customer relationships and brands) from acquisitions, changes in value related to option arrangements from acquisitions, SPAC warrants fair value changes and adding back administrative and transaction expenses related to SPAC. For a reconciliation of our FRE to income before income tax for the year, see “—Fee Related Earnings (FRE)” below.

(2)Reconciled as net income attributable to owners of the Parent adjusted for deferred taxes, amortization of intangible assets (contractual rights, non-contractual customer relationships and brands) from acquisitions, long term employee benefit personnel expenses related to equity-based compensation, Officers’ fund and strategic long-term benefit plans and performance share plan, personnel and other restructuring costs as a results of acquisitions, deferred and contingent consideration, changes in value related to option arrangements from acquisitions, foreign exchange gains/(losses) from settling acquisition payables and SPAC warrants fair value changes, administrative and transactions expenses for SPAC and non-recurring expenses mainly consisting of transaction costs. For a reconciliation of our DE to net income for the year, see “—Distributable Earnings (DE)” below.

Fee Related Earnings (FRE)

	For the Years Ended December 31,
	2024	2023	2022	Change 2024/2023	Change 2023/2022
	(in US$ millions)
Net income before income tax	80.2	114.7	101.0	(34.5)	13.7
Revenue from performance fees	(62.7)	(74.1)	(30.4)	11.4	(43.7)
Taxes on revenue—performance fees	0.4	1.4	1.2	(1.0)	0.2
Long-term employee benefits(1)	20.3	14.7	3.5	5.6	11.2
Carried interest allocation	20.9	25.3	10.2	(4.4)	15.1
Deferred and contingent consideration(2)	32.9	22.9	12.9	10.0	10.0
Carry bonus provision	—	—	—	—	—
Amortization of intangible assets from acquisitions(3)	25.2	19.3	17.4	5.9	1.9
SPAC expenses and transaction costs(4)	1.1	1.1	11.4	—	(10.3)
Other transaction costs(5)	35.8	9.1	7.2	26.7	1.9
Gross obligation adjustments (6)	(3.1)	11.6	3.5	(14.7)	8.1
Share of loss from associate(7)	0.3	0.1	0.1	0.2	—
Net financial (income)/expense	18.8	1.6	(8.0)	17.2	9.6
Fee Related Earnings	170.1	147.7	130.0	22.4	17.7

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(1)Long-term employee benefits for the years ended December 31, 2023, 2022 and 2021 reflects the impacts from our equity-based compensation, share based incentive plans, Officers' fund and strategic bonus.

(2)Deferred and contingent consideration for the years ended December 31, 2023, 2022 and 2021 includes contingent consideration from acquisition transactions.

(3)Amortization of intangible assets from acquisitions for the years ended December 31, 2023, 2022 and 2021 includes amortization of contractual rights, brand amortization and non-contractual customer relationships from acquisitions that have been given effect after we concluded the allocation of our purchase price from acquisitions.

(4)SPAC expenses and transaction costs for the years ended December 31, 2023 and 2022 reflects the impact of our SPAC's IPO and operating expenses.

(5)Other transaction costs for the years ended December 31, 2023, 2022 and 2021 includes expenses associated with business acquisition-related activity and restructuring.

(6)Gross obligation adjustments for the years ended December 31, 2023 and 2022 reflect the unwinding of the present value of the redemption payable under put option arrangements from business acquisition-related activity.

(7)Share of earnings from associate for the years ended December 31, 2023 and 2022 reflects the impact of share of equity accounted earnings from associate acquisitions.

Distributable Earnings (DE)

	For the Years Ended December 31,
	2024	2023	2022	Change 2024/2023	Change 2023/2022
	(in US$ millions)
Net income for the year	71.9	118.4	93.0	(46.5)	25.4
Deferred income tax expenses	(6.3)	(13.4)	1.5	7.1	(14.9)
Amortization of intangible assets from acquisitions	25.2	19.3	17.4	5.9	1.9
Long-term employee benefits	20.3	14.7	3.5	5.6	11.2
Deferred and contingent consideration	32.9	14.3	12.9	18.6	1.4
Derivative financial instrument gains/(losses)	2.7	13.4	0.3	(10.7)	13.1
SPAC expenses and transaction costs	1.1	7.3	11.4	(6.2)	(4.1)
Unrealized net financial income/(expense)	5.6	—	—	5.6	—
Other transaction costs	35.8	12.3	7.2	23.5	5.1
Distributable Earnings	189.2	186.3	147.1	2.9	39.1

FRE and DE are measures of profitability and have certain limitations in that they do not take into consideration certain items included under IFRS. Such measures may not be comparable to similarly titled measures used by other companies and is not a measure of performance calculated in accordance with IFRS. FRE and DE should not be considered in isolation or as a substitute for net income or other income data prepared in accordance with IFRS. The use of such measures without consideration of related IFRS measures is not adequate due to the adjustments described above. Our management compensates for these limitations by using FRE and DE as supplemental measures to IFRS results, to provide a more complete understanding of our performance as management measures it.

Significant Factors Affecting Our Results of Operations

We believe that our results of operations and financial performance will be driven by the following trends and factors:

Business Conditions

Our operating revenues consist mainly of management, performance and incentive fees. Our ability to grow our revenues depends in part on our ability to attract new capital and investors, our successful deployment of capital and our ability to realize investments at a profit.

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The attractiveness of private markets. With private markets being an important piece of our product offering, our results of operations are affected by the growth of this industry. Alternative investments are expected to continue to grow vigorously and sustainably in the long-term. According to Preqin’s special report published in 2024, ‘The Future of Alternatives in 2028’, assets under management (AUM) in alternative asset classes (including private markets and hedge fund) is expected to grow at a CAGR of more than 8% to reach more than US$24 trillion by the end of 2028, up from US$16 trillion in 2023. According to Preqin's report, there is a growing trend of global investors establishing and raising target allocations to alternatives. These actions have been driven by several factors, including: (1) consistent outperformance in alternatives compared to public markets in both short and long-term investment periods; (2) alternatives play a key role on portfolio diversification benefits with low correlation to traditional assets; and (3) lower volatility in alternatives when compared to public markets, particularly during market downturns. We believe the penetration of Latin America private investments as a share of total global private markets can increase from the historically low levels. Preqin data as of April 15, 2024 shows that Latin America accounted for less than 1% of total global private markets AUM, while Latin America GDP in 2023 represented 6% of global GDP. We believe that the volume of capital flowing to private markets in Latin America can increase substantially, driven by positive economic and currency cycles and the low correlations between Latin America and the global economy. For additional information regarding our industry, see “Item 4. Information on the Company—B. Business Overview.”

Our ability to attract new capital and investors. Our ability to attract new capital and investors in our funds is driven by our ability to generate attractive risk-adjusted investment returns that meet our investors evolving needs. Since 1994, we have expanded from our initial flagship private equity strategies, to other asset classes including infrastructure, credit, real estate, middle market PE solutions and public equities. We also offer a wider variety of strategies within each asset class through an expanding range of fund and product structures including listed permanent capital vehicles, separately managed accounts, interval funds, and drawdown funds. Since our IPO this expansion in our capabilities was fueled by, and made possible by, our acquisition strategy. Additionally, we have built a comprehensive distribution structure that helps us attract and service leading global institutional investors, in addition to expanding our reach with local institutions, retail and high net worth investors. However, capital raising continues to be very competitive. If we are unable sustain attractive investment returns and successfully raise new capital overtime, our AUM, our FEAUM and associated fees in future periods may be lower than in prior years. See “Item 3. Key Information—D. Risk Factors—Certain Factors Relating to Our Business and Industry—Our asset management business depends in large part on our ability to generate attractive investment returns and raise capital from third-party investors. A failure to generate attractive investment returns and to raise capital from third-party investors on attractive fee terms or at all, would impact our ability to collect management fees or deploy such capital into investments and potentially collect performance allocations, which would materially reduce our revenue and cash flow and adversely affect our financial condition.”

Our ability to successfully deploy capital. Our ability to maintain and grow our revenue base is dependent upon our ability to successfully deploy and invest the capital available to us, generate attractive investment returns, and in certain product structures, most notably drawdown funds, profitably monetize investments through capital markets transactions and strategic sales. As of December 31, 2024, we have overseen the deployment of more than US$34 billion through capital raised by our drawdown products and believe that there are significant market opportunities for us to deploy capital in our investment strategies within our target markets. Nevertheless, greater competition, high valuations, increased overall cost of credit and other general market conditions may impact our ability to identify and execute attractive investments. Additionally, because we seek to make investments that have an ability to achieve our targeted returns while taking on a reasonable level of risk, we may experience periods of reduced investment activity. We have a long-term investment horizon and the capital deployed in any one quarter may vary significantly from the capital deployed in any other quarter or the quarterly average of capital deployed in any given year. Reduced levels of transaction activity also tend to result in reduced potential future investment gains and performance fees, lower transaction fees and lower fees from our product lines, which may earn fees based on deployed capital.

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Our ability to realize investments. Challenging market, political and economic conditions, particularly in emerging markets, may adversely affect our ability to exit and realize value from our investments and result in lower-than-expected returns and performance fees. Although the equity markets are not the only means by which we exit investments, the strength and liquidity of the relevant Latin American or global equity markets generally, and the initial public offering market specifically, affect the valuation of, and our ability to successfully exit, our equity positions in our private equity portfolio companies in a timely manner. However, when financing is not available or becomes too costly, it may be more difficult to find a buyer that can successfully raise sufficient capital to purchase our investments. In addition, our ability to realize investments also affects our ability to attract new capital and investors, who may focus on our divestment track record in evaluating the attractiveness of our investment products.

Other business conditions that can impact our operating results include (1) the increase of regulatory requirements which could restrict our operations and/or subject us to increased compliance or administrative costs, (2) unpredictable macroeconomic conditions, including political scenarios and interest rates, and (3) our ability to sustain our competitive advantages.

Foreign Exchange Rates

Foreign exchange rates may impact our results, considering that part of our revenues and expenses are in currencies other than U.S. dollars. In 2024, 50% of our revenues and 25% of our expenses were denominated in U.S. dollars. In 2023 and 2022, 67% and 64% of our revenues and 48% and 40% of our expenses were denominated in U.S. dollars, respectively. Based on our current asset class mix, a 10% variance in soft currencies against the dollar impacts FRE by only about 2%, as our expense base provides a substantial hedge against currency movements that may impact our FEAUM. See notes 5 and 21 to our audited consolidated financial statements included elsewhere in this annual report.

In addition, foreign exchange rates may have a substantial impact on the valuations of our investments which are denominated in currencies other than the U.S. dollar. Our gradual and disciplined portfolio construction, one of the foundations of our investment approach, aims to mitigate currency impacts to investment performance, as the gradual capital deployment helps to average out foreign exchange fluctuations over the long-term. Currency volatility can also affect our businesses and investments that deal in cross-border trade. The appreciation or depreciation of the U.S. dollar is expected to contribute to a decrease or increase, respectively, in the U.S. dollar value of our non-U.S. investments to the extent unhedged. Having investments in multiple currencies across Latin America can be a mitigation factor itself. Moreover, when selecting investments for our funds that are denominated in U.S. dollars, an appreciating U.S. dollar may create opportunities to invest at more attractive U.S. dollar prices in certain countries outside the United States, while a depreciating U.S. dollar would be expected to have the opposite effect. For our investments denominated in currencies other than the U.S. dollar, the depreciation in such currencies will generally contribute to the decrease in the valuation of such investments, to the extent unhedged, and adversely affect the U.S. dollar equivalent revenues of portfolio companies with substantial revenues denominated in such currencies, while the appreciation in such currencies would be expected to have the opposite effect. Any negative impact on the valuation of our investments on a U.S. dollar basis would negatively affect our ability to receive performance and incentive fees. For additional information regarding our foreign exchange rate risk, see “—Quantitative and Qualitative Disclosure About Market Risk—Foreign Exchange Risk.”

Inflation Rates

We do not believe that inflation had a major impact on our results of operations for any periods presented herein, however our personnel and administrative expenses should be expected to reflect the general trends of inflation over time.

Latin American Macroeconomic Environment

Our investment approach has developed since 1994 with a view towards producing consistent risk-adjusted returns across vintages and cycles, notwithstanding volatility from time to time in Latin American political and macroeconomic contexts.

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As of 2023, Latin America and the Caribbean had a combined estimated total GDP of US$ 7.1 trillion, approximately 657 million inhabitants, with an average GDP per capita of US$10,797 and average real growth of nearly 2.8% per annum over the past 50 years, according to the World Bank. Important industries have consolidated their presence in the region and acquired scale, the most notable being community and financial services, retail, manufacturing, transportation and communication, construction, agribusiness and mining. We believe that the region has a large and vibrant consumer market. In most countries an increasingly large proportion of the population is experiencing material gains in purchasing power and is being provided with augmented credit facilities, a trend that can be observed even with short-term episodes of economic downturn. Consumer patterns are therefore shifting towards more sophisticated products and services, a phenomenon that calls for enhanced business infrastructure, upgraded human capital and improved real estate facilities, among other requirements, to meet these demands.

Brazil is the largest economy in Latin America, as measured by GDP, and we therefore have historically carried out the majority of our investments in Brazil. As a result, our revenues and profitability are affected by political and economic developments in Brazil and the effect that these factors have on the availability of credit, disposable income, employment rates and average wages in the country. Our operations in Brazil, and the financial services industry in general, are particularly sensitive to changes in Brazilian economic conditions. The real/U.S. dollar exchange rate reported by the Central Bank was R$4.841 per US$1.00 on December 31, 2023, which reflected a 7.2% appreciation of the real against the U.S. dollar during 2023. In 2024, the real depreciated 21.8% to R$6.192 per US$1.00 on December 31, 2024. The currency volatility experienced over the years was primarily driven by short-term capital flows resulted from higher global risk aversion, volatility in global capital markets, and persistent domestic political instability. As of April 25, 2025, the real/U.S. dollar exchange rate reported by the Central Bank was R$ 5.68 per US$1.00, an appreciation of 8.20% of the real since December 31, 2024. There can be no assurance that the real will not appreciate or depreciate against the U.S. dollar or other currencies in the future.

Chile has an estimated GDP of US$301 b and 19 million inhabitants as of 2023, and exports of goods and services account for approximately one-third of Chile’s economy. Commodities comprise approximately three-quarters of total merchandise exports; copper alone provides nearly a fifth of government revenues. Structural reforms, pursued consistently since the 1980s, have contributed to steady growth, cutting poverty rates by more than half, and helped cement the country’s commitment to democratic and representative government. The country is an OECD member with a consolidated market-oriented economy characterized by a high level of foreign trade together with a long-standing reputation for strong financial institutions and sound government policies. Not surprisingly, Chile has the highest sovereign credit rating in Latin America. Its main industries are mining (copper, coal, and nitrate), food processing, chemicals, wood, and agribusiness (fishing, viticulture, and fruit). In 2020, the Chilean economy suffered due to the COVID-19 pandemic with extensive lockdowns in place, which led to an economic contraction of 6.1% in 2020. During 2021, the Chilean economy started to recover as the extensive lockdowns where lifted and consumption was strongly boosted by the pension fund withdrawals and other support measures given by the government. In 2021, GDP grew 11.7%, but the measures implemented by the government to increase liquidity for households during the COVID-19 pandemic led to an increase in inflation, with inflation reaching 7.2% in 2021 and 12.8% in 2022, based on the Chilean consumer price index. As a result, the Chilean Central Bank increased the MPR multiple times, from a historically low level of 0.5% in 2020 to a historically high level of 11.25% in October 2022. In 2023, inflation began to subside and decreased to 3.9% by the end of the year, based on the Chilean consumer price index. In 2024, the Central Bank was still able to further ease monetary policy to 5% even though inflation has trended slightly higher to 4.5%. See "Item 3. Key Information—D. Risk Factors Certain Factors Relating to Latin America and the Countries in Which We Operate—Political, legal, regulatory and economic uncertainty arising from social unrest and the resulting social reforms could adversely impact our business."

As for the business cycle, the Latin American region experienced a substantial slowdown after the end of the commodity super-cycle and poorer economic policies in large economies, notably Brazil. However, a combination of new governments pursuing better policies, further stabilizing reforms and improving terms of trade, has produced a gradual turnaround. Gradual economic expansion has been taking place since 2017, and we believe that it will gather momentum over the next years, even with the recent market declines and increased volatility caused by elevated global risk-aversion. As a consequence of steady progress in the economic and political agenda in key Latin American countries, such as Brazil, we believe that there is room for additional economic growth over the next decades in the region, together with improvements in socioeconomic inclusion and the stability of institutions in the region. We would also note that our funds’ invested companies’ activities in Argentina, which include certain assets owned by ATIS, a wireless telecom infrastructure provider. These investments are not material to the operations or results of our funds’ invested companies or us, and we have not experienced any material losses, defaults or collection issues associated with these investments.

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Recent Accounting Pronouncements

For information about recent accounting pronouncements that were adopted in 2024, see note 4(s) to our consolidated financial statements included elsewhere in this annual report.

Certain new accounting standards and interpretations have been published that are not mandatory for December 31, 2024 reporting periods and have not been early adopted by us. These standards are not expected to have a material impact in the current or future reporting periods and on foreseeable future transactions. For information about recent accounting pronouncements that will apply to us in the near future, see note 4(t) to our audited consolidated financial statements included elsewhere in this annual report.

Cybersecurity, Fraud and Regulatory Compliance Costs

Fundamentally, our society is more technologically reliant than ever before and sensitive information more likely to be accessed and stored in cloud storage services. Governments around the world have brought more attention to cybercrime and have increased the reputational damage of data breaches by forcing all organizations to communicate data breaches, to appoint a data protection officer, to require user consent to process information and anonymizing data for privacy. Regulations and laws in Europe (GDPR) and Brazil (LGPD) are examples of a global trend towards increasing emphasis on data security and public disclosure of data breaches.

Driven by global connectivity and usage of cloud services to store sensitive information, which includes the company and its clients’ confidential information, our cybersecurity protection measures have increased, impacting our operating costs and IT investments strategy. Our information technology related costs represented 21% and 24% of our administrative expenses for the years ended December 31, 2024 and 2023, respectively.

Description of Principal Consolidated Financial Statements Line Items

We have revised the presentation of our consolidated income statement. Previously, the consolidated income statement provided a classification of our expenses based on their function. Management has concluded that a classification of our expenses based on their nature provides a more meaningful representation of our financial performance. This change in presentation has no impact on our prior years reported net income, earnings per share, consolidated statement of cash flows and consolidated statement of changes in equity. For further information, see note to our audited consolidated financial statements included in this annual report.

Net Revenue From Services

Our net revenue from services relating to our private equity, infrastructure, credit, public equities, real estate and GPMS product lines consists of (1) management fees, (2) performance fees, (3) incentive fees, (4) advisory and other ancillary fees, reported net of applicable taxes.

We follow a five-step guidance to recognize revenue in accordance with IFRS 15 – Revenue from Contracts with Customers: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation.

Management fees primarily relate to management of an investment fund in our portfolio, and are calculated as a fixed percentage over the committed capital and/or the deployed capital for each one of the investment funds following the relevant limited partnership agreement (“LPA”), or private placement memorandum (“PPM”). We recognize management fees when the services are provided, throughout the period that we provide services to the investment fund. As the manager of the investment funds, we may, in our sole discretion, decrease the percentage or amount of fees being paid by the investment funds directly or indirectly to us or fully waive the payment of fees paid by the investment funds for a determined period or until the maturity of the investment funds. As a result, revenue is not recognized in such cases. Any rebates related to repayments of management fees are presented net within gross management fees in our income statement.

Incentive fees are realized performance-based fees which are measured and received on a recurring basis, and not dependent on realization events from the underlying investments.

Patria Investments Limited 118

Performance fees and other performance-based fees that are primarily generated when the return of the investment funds surpass the performance hurdle set out in the related charters. Since the investment funds’ performance are susceptible to market volatility and to factors out of our control, the related fees fall under the variable consideration defined in IFRS 15. According to the referred standard, we recognize these fees at a point in time when the associated performance obligations are satisfied, the related uncertainties are resolved, the likelihood of a claw-back or reversal is improbable and the likely amount of the transaction prices can be estimated without significant chance of reversal, indicating high probability of economic benefits and cash inflow to us, whereby the performance fee has then crystallized and can be reliably estimated. Once crystallized, performance fees typically cannot be clawed back. There are no other performance obligations or services provided which suggest these have been earned either before or after the crystallization date.

Advisory and other ancillary fees primarily relate to services provided to the investment funds’ invested companies; the first relates to support on acquisitions and the latter refers to value-creation ongoing consulting services. Advisory and other ancillary service fees are recognized as the services are provided and/or when certain transactions are completed, as applicable.

Our operational expenses are composed of personnel expenses, carried interest allocation, amortization of intangible assets, deferred consideration on acquisitions, general and administrative expenses, other income/(expenses) and our share of equity-accounted earnings from associate investments.

Personnel expenses and carried interest allocation

Personnel expenses consist of (1) fixed compensation costs composed of salaries and wages, (2) variable compensation costs composed of partners’ compensation, rewards and bonuses and employee profit sharing, (3) social security contribution and payroll taxes and (4) other short and long-term benefits. Carried interest allocation refers to our employees' right to up to 35% of the performance fees recognized from investment funds. See “Item 4. Information on the Company—B. Business Overview—People & Career” and “Item 6. Directors, Senior Management and Employees—B. Compensation—Compensation of Directors and Officers.”

Deferred consideration

Deferred consideration primarily refers to the amount accrued during retention period on our acquisition of Moneda and CSHG, recognized as a compensation expense as the employees render services. Our acquisition of Moneda included US$58.7 million expected to be paid to former shareholders of Moneda in exchange for future services as employees. US$28.7 million outstanding on December 31, 2024, was settled on January 31, 2025. The acquisition of CSHG included US$12.5 million (R$77 million) of which US$9.7 million is outstanding and expected to be paid to key employees until 2030. This expense continues to be recognized as a compensation expense as the employees render services.

Amortization of intangible assets

Amortization of intangible assets are composed of the following components:

•Placement agent fees are composed of costs related to the capital raising processes, comprising a percentage of the amount raised, or a fixed amount paid upfront and amortized over the duration of the fund’s existence;

•Contractual rights are recognized through asset acquisition and business combination transactions. The recognition is at fair value and subsequently amortized on a straight-line basis over the estimated life of the contractual right. Contractual rights include asset acquisitions of Bari, Move and Blue Macaw and business combinations with Patria Asset Management, GPMS, CSHG and Nexus.

•Brands and non-contractual customer relationships acquired through business combination are recognized at fair value at the acquisition date. The cost of the intangible asset is then amortized over its estimated useful life using the straight-line method. A brand represents an acquired company’s reputation, investment approach, track record, ability to innovate and overall value proposition. Brands of acquired companies can provide us with a competitive advantage in new markets or regions where we are expanding market share and to generate new revenue streams.

Patria Investments Limited 119

General and administrative expenses

General and administrative expenses mainly consist of professional services, IT and telecom services, depreciation of right-of-use assets and property and equipment, travel expenses, marketing and events expenses, occupancy expenses, expenses on utilities, materials and supplies, rebate fees (comprising a percentage of the management fee paid to the placement agent during the life of the fund), taxes and contributions and certain other administrative expenses.

Other income/(expenses)

Other income/(expenses) mainly consist of non-operating or non-recurring provisions and transactions related to merger and acquisition activity, initial public offering expenses related to the SPAC, gains or losses from energy trading and certain other income or expenses.

Share of equity accounted earnings

Share of equity-accounted earnings consist of the portion of earnings of an associated company where we hold a significant influence but not a controlling stake. The investment is accounted for using the equity method where we recognize our share of the associated company’s earnings for the same financial period. The share of earnings is based on our ownership percentage of the associated company and may include the amortization of identifiable intangible assets (brands and non-contractual customer relationships) that were acquired as part of the investment in the associated company.

Net Financial Income/(Expense)

Financial income is mainly composed of interest on highly liquid investments, realized and unrealized gains on long-term investments, unrealized gains on derivative financial instruments and asset-linked receivables and foreign exchange gains in monetary items. Financial expenses include interest, unrealized losses on derivative financial instruments, foreign exchange losses in monetary items and commission and brokerage expenses, recognized on an accrual basis.

Income Tax

As an entity originally headquartered in Bermuda, then moving our headquarters to the Cayman Islands as of October 12, 2020, we are not subject to a special tax regime that exempts Patria from any income taxes. However, our subsidiaries outside the Cayman Islands may be subject to income tax and/or social contribution in the countries in which they are organized. See note 4(p) to our audited consolidated financial statements included elsewhere in this annual report.

Net Income for the Year

Net income for the year consists of the sum of revenue from services and net financial income minus operating income and expenses and income tax.

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Results of Operations

Year Ended December 31, 2024, Compared to the Year Ended December 31, 2023

The following table sets forth our income statement data for the year ended December 31, 2024 and 2023:

	For the Years Ended December 31,
	2024	2023	Variation (%)
	(in US$ millions, except for percentages)
Net Revenue from services	374.2	327.6	14.2	%
Personnel expenses	(111.7)	(78.8)	41.7	%
Carried interest allocation	(20.9)	(25.2)	(17.0)	%
Deferred consideration	(11.2)	(23.0)	(51.1)	%
Amortization of intangible assets	(30.7)	(22.4)	37.2	%
General and administrative expenses	(46.7)	(39.1)	19.4	%
Other expenses	(45.8)	(18.7)	145.0	%
Share of equity-accounted losses	(0.5)	(0.7)	(27.4)	%
Net financial expense	(20.6)	(1.7)	1114.1	%
Net income before income tax	86.0	118.0	(27.1)	%
Income tax	(10.3)	2.8	(467.9)	%
Net income for the year	75.7	120.8	(59.6)	%
Owners of the Parent Company	71.9	118.4	(39.3)	%
Non-controlling interests	3.8	2.4	58.8	%

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Net Revenue From Services

	For the Years Ended December 31,
	2024	2023	Variation (%)
	(in US$ millions, except for percentages)
Revenue from management fees	303.2	252.9	19.9	%
Private Equity	103.2	112.0	(7.9)	%
Infrastructure	54.0	50.2	7.6	%
Credit (1)	48.8	39.6	23.2	%
Real Estate (2)	39.8	20.7	92.3	%
Public Equities (1)	18.9	20.1	(6.0)	%
Global Private Market Solutions (1)	38.5	10.3	273.8	%
Revenue from incentive fees	13.8	4.1	236.6	%
Credit	11.0	3.3	233.3	%
Real Estate	2.8	—	n.m
Public Equities	—	0.8	(100.0)	%
Revenue from performance fees (3)	62.7	74.7	(16.1)	%
Private Equity	—	15.4	n.m
Infrastructure	59.8	58.1	2.9	%
Real Estate	2.9	1.2	n.m
Fund fees	379.7	331.7	14.5	%
Revenue from advisory and other ancillary fees	10.9	2.7	303.7	%
Rebate fees (4)	(9.3)	—	n.m.
Taxes on revenue—performance fees	(0.4)	(1.4)	(71.4)	%
Taxes on revenue—management fees and other	(6.7)	(5.4)	24.1	%
Net Revenues from services	374.2	327.6	14.2	%
Brazil (5)	63.5	50.2	26.5	%
Cayman Islands (6)	202.7	215.3	(5.9)	%
Chile (7)	51.1	53.0	(3.6)	%
Colombia (8)	14.7	2.0	n.m
Uruguay (9)	2.9	2.2	n.m
United Kingdom (10)	36.0	0.7	n.m
United States of America (11)	3.3	4.2	(21.4)	%

n.m. = not meaningful

(1)Prior category "Advisory & Distribution" was reclassified between GPMS, Real Estate, Public Equities, and Credit.

(2)Includes 50% attributable to non-controlling interest shareholders of VBI Real Estate up to July 31, 2024 and thereafter 0% after we acquired the remaining 50% share in VBI from non-controlling interest. Furthermore, 49.26% is attributable to Patria Asset Management SA. For more information on VBI Real Estate, see “—Agreement to Acquire VBI Real Estate to Anchor Brazil Real Estate Platform.” For more information on Patria Asset Management, see “—Business Arrangement with Bancolombia."

(3)Performance fees and incentive fees are primarily generated when the return of the investment funds exceeds the performance hurdle set out in the related charters. Since the investment funds’ performance are susceptible to market volatility and to factors out of our control, the related fees fall under the variable consideration defined in IFRS 15. According to the referred standard, we recognize these fees at a point in time when the related uncertainties are resolved, the likelihood of a claw-back or reversal is improbable and the likely amount of the transaction prices can be estimated without significant chance of reversal, indicating high probability of economic benefits and cash inflow to us.

(4)In prior financial periods, rebate fees were presented as general and administrative expenses.

(5)Our Brazil revenue consists primarily of management and performance fees received by our Brazilian entities relating to the services provided to our funds and management and performance fees from VBI Real Estate. The growth in revenue in Brazil was further supported by the acquisition of CSHG funds.

(6)Our Cayman Islands revenue consists of management and performance fees received by our Cayman Islands entities for the services provided to our funds.

(7)Our Chile revenue consists of management, incentive, financial advisory and other fees from Moneda's funds managed in Chile.

(8)Our Colombia revenue consists of management fees from Patria Asset Management S.A. and Nexus.

(9)Our Uruguay revenue consists of management fees from management services rendered to Igah.

(10)Our United Kingdom revenue consists of management fees from Moneda and GPMS funds managed in the United Kingdom.

(11)Our United States revenue consists of management and incentive fees from funds managed by Moneda USA Inc.

Patria Investments Limited 122

Net revenue from services in 2024 amounted to US$374.2 million, an increase of US$46.6 million, or 14.2%, from US$327.6 million in 2023, primarily attributable to an increase of US$41 million in revenue from management fees as a result of additional management fees from acquired companies during 2024. Performance fees decreased by US$12.0 million and due to the variable nature of performance fees and dependency on the various stages of the life cycle of our investment funds and their respective investments, year-on-year comparison is not meaningful. The 2024 recognized performance fees are linked to Patria Infrastructure Fund III. In addition, revenue from incentive fees and from advisory and other ancillary fees collectively increased by US$17.9 million from US$6.8 million in 2023 to US$24.7 million in 2024. Main drivers for the incentives fees are i) Credit funds performance responsible for US$7.7 million and ii) Real Estate funds responsible for US$2.8 million; in both cases, as funds performance were above benchmark, incentive fees were triggered. Regarding, advisory and other ancillary fees the main drivers are higher fundraising for third party managers (mainly Carlyle) which respond for US$4.4 million.

Personnel expenses and carried interest allocation

Personnel expenses in 2024 amounted to US$111.7 million, an increase of US$32.9 million, or 41.8%, from US$78.8 million in 2023, mainly attributable to additional personnel expenses from acquired businesses. Carried interest allocation decreased by US$4.4 million, or 17.4% from US$25.3 million in 2023 to US$20.9 million in 2024, due to a decrease in recognized performance fee revenue.

Deferred consideration

Deferred consideration expenses, related to the business combinations with Moneda and CSHG, decreased by US$11.8 million in 2024. The decline in the expense is attributable to 50% of the Moneda deferred consideration matured during 2023 with the remaining 50% during December 2024. For Moneda, no further expense is expected in 2025. CSHG deferred consideration will be accrued for over the next five years.

Amortization of intangible assets

Amortization of intangible assets increased by US$8.3 million, or 37.4%, from US$22.4 million in 2023 to US$30.7 million in 2024, mainly due to an increase in the value of identifiable intangible assets (brands, non-contractual customer relationships and contractual rights) acquired as part of acquisition transactions.

Other expenses

Other expenses, net of other income increased by US$27.1 million, from US$18.7 million in 2023 to US$45.8 million in 2024, mainly attributable to: (i) a increase of of US$33.9 million related to consideration payable adjustment (mainly VBI and GPMS) partially offset by reduction in gross obligation of US$14.8 million; (ii) an increase of US$12.7 million other expenses as result of integrating acquired business; and (iii) increase in other expenses of US$5.2 million mainly related to a payment for the ISS settlement with the Municipality of São Paulo to the value of US$ 4.2 million. These expenses were partially offset by Energy Trading TRIA contracts of US$6.6 million.

Share of equity accounted losses

Share of equity-accounted losses from entities we have significant influence over but do not control amounted to a loss of US$0.5 million for 2024, (US$0.7 million for 2023). The majority of share of equity-accounted earnings consist of the amortization of identifiable intangible assets acquired as part of the initial associate investment.

Net financial expenses

Net financial expenses in 2024 were US$20.6 million , an increase of US$18.9 million from US$1.7 million in 2023 primarily attributable to higher interest expenses due to bank loans (US$10 million) combined with higher unrealized loss on long term investments (US$8.0 million in 2024 vs US$2.9 million in 2023) and higher expenses in commissions, brokerage and financial expenses associated to current structuring of loan facilities (US$1.7 million).

Patria Investments Limited 123

Net income before income tax

As a result of the foregoing, net income before income tax in 2024 was US$86.0 million, a decrease of US$32.0 million, or -27%, from US$118.0 million in 2023.

Income Tax

Income tax expense in 2024 was US$10.3 million, an increase of US$13.1 million from a positive balance of US$2.8 million expense in 2023. This increase was primarily attributable to the impact of differences in tax rates of foreign subsidiaries mainly due to the jurisdictions of the new acquisitions (mainly Colombia and Brazil).

Net income for the year

As a result of the foregoing, net income of our group in 2024 was US$75.7 million, a decrease of US$45.1 million, or 37.3%, from US$120.8 million in 2023.

Year Ended December 31, 2023, Compared to the Year Ended December 31, 2022

The following table sets forth our income statement data for the year ended December 31, 2023 and 2022:

	For the Years Ended December 31,
	2023	2022	Variation (%)
	(in US$ millions, except for percentages)
Net Revenue from services	327.6	258.9	26.5	%
Personnel expenses	(78.8)	(69.8)	12.9	%
Carried interest allocation	(25.2)	(10.2)	147.1	%
Deferred consideration	(23.0)	(24.4)	(5.7)	%
Amortization of intangible assets	(22.4)	(17.4)	28.7	%
General and administrative expenses	(39.1)	(31.1)	25.7	%
Other income/(expenses)	(18.7)	(9.3)	101.1	%
Share of equity-accounted earnings	(0.7)	(2.4)	(70.8)	%
Net financial income/(expense)	(1.7)	8.1	(121.0)	%
Net income before income tax	118	102.4	15.2	%
Income tax	2.8	(8.3)	(133.7)	%
Net income for the year	120.8	94.1	28.4	%
Owners of the Parent	118.4	93.0	27.3	%
Non-controlling interests	2.4	1.1	118.2	%

n.m. = not meaningful

(1)    We had previously revised the presentation of our consolidated income statement in 2022 that had previously provided a classification of expenses based on its function within our group to a classification of expenses based on its nature to provide what we believe to be a more meaningful and relevant presentation of our consolidated financial performance. For further information, see note 2(c) to our audited consolidated financial statements included in this annual report.

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Net Revenue From Services

	For the Years Ended December 31,
	2023	2022	Variation (%)
	(in US$ millions, except for percentages)
Revenue from management fees	252.9	223.5	13.2	%
Private Equity	112.0	99.6	12.4	%
Infrastructure	50.2	51.6	(2.7)	%
Credit	39.5	37.3	5.9	%
Real Estate(1)	20.7	12.2	69.7	%
Public Equities	19.3	17.4	10.9	%
Advisory and Distribution	11.2	5.4	107.4	%
Revenue from incentive fees	4.1	6.1	(32.8)	%
Private Equity	—	—	n.m.
Infrastructure	—	—	n.m.
Credit	3.3	2.4	37.5	%
Real Estate	—	—	n.m.
Public Equities	0.8	3.7	(78.4)	%
Advisory and Distribution	—	—	n.m.
Revenue from performance fees(2)	74.7	30.4	145.7	%
Private Equity	15.4	—	n.m.
Infrastructure	58.1	30.4	91.1	%
Credit	—	—	n.m.
Real Estate	1.2	—	n.m.
Public Equities	—	—	n.m.
Advisory and Distribution	—	—	n.m.
Fund fees	331.7	259.9	27.6	%
Revenue from advisory and other ancillary fees	2.7	4.2	(35.7)	%
Taxes on revenue—performance fees	(1.4)	(1.2)	16.7	%
Taxes on revenue—management fees and other	(5.4)	(4.0)	35.0	%
Net Revenues from services	327.6	258.9	26.5	%
Brazil Revenue (3)	50.2	40.2	24.9	%
British Virgin Islands	—	3.1	n.m.
Cayman Islands (4)	215.3	160.2	34.4	%
Chile (5)	53.0	52.1	1.7	%
Colombia (6)	2.0	—	n.m.
Uruguay (7)	2.2	—	n.m.
Colombia (8)	0.7	—	n.m.
United States of America (9)	4.2	3.3	27.3	%

n.m. = not meaningful

(1)Includes 50% attributable to non-controlling interest shareholders of VBI Real Estate. For more information on VBI

    Real Estate, see “—Agreement to Acquire VBI Real Estate to Anchor Brazil Real Estate Platform.”

(2)Performance fees and incentive fees are primarily generated when the return of the investment funds exceeds the performance hurdle set out in the related charters. Since the investment funds’ performance are susceptible to market volatility and to factors out of our control, the related fees fall under the variable consideration defined in IFRS 15. According to the referred standard, we recognize these fees at a point in time when the related uncertainties are resolved, the likelihood of a claw-back or reversal is improbable and the likely amount of the transaction prices can be estimated without significant chance of reversal, indicating high probability of economic benefits and cash inflow to us.

(3)Our Brazil revenue consists primarily of management and performance fees received by our Brazilian entities relating to the services provided to our funds and management and performance fees from VBI Real Estate.

(4)Our Cayman Islands revenue consists of management and performance fees received by our Cayman Islands entities for the services provided to our funds.

(5)Our Chile revenue consists of management, incentive, financial advisory and other fees from Moneda's funds managed in Chile.

(6)Our Colombia revenue consists of management fees from Patria Asset Management S.A.

(7)Our Uruguay revenue consists of management fees from management services rendered to Igah.

(8)Our United Kingdom revenue consists of management fees from Moneda and funds managed in the United Kingdom.

(9)Our United States revenue consists of management and incentive fees from funds managed by Moneda USA Inc.

Patria Investments Limited 125

Net revenue from services in 2023 amounted to US$327.6 million, an increase of US$68.7 million, or 26.5%, from US$258.9 million in 2022, primarily attributable to an increase of US$29.4 million in revenue from management fees as a result of additional management fees from acquired companies and management fees from newly launched investment fund Private Equity VII. Performance fees are variable in nature and dependent on the various stages of the life cycle of our investment funds and their respective investments. In 2023, performance fees increased by US$44.4 million in revenue primarily earned from Infrastructure Fund III and Private Equity Fund V. In addition, revenue from incentive fees and from advisory and other ancillary fees collectively decreased by US$3.4 million, or 34% from US$10.2 million in 2022 to US$6.8 million in 2023.

Personnel expenses and carried interest allocation

Personnel expenses in 2023 were US$78.8 million, an increase of US$9.0 million, or 12.9%, from US$69.8 million in 2022, mainly due to additional personnel expenses from acquired businesses. Carried interest allocation increased by US$15.0 million, or 147.2% from US$10.2 million in 2022 to US$25.2 million in 2023, due to an increase in performance fee revenue.

Deferred consideration on acquisition

Deferred consideration expenses, related to the business combination with Moneda, decreased by US$1.4 million in 2023 due to a decrease in head count for participants eligible for the deferred consideration payment.

Amortization of intangible assets

Amortization of intangible assets increased by US$5.0 million, or 28.7%, from US$17.4 million in 2022 to US$22.4 million in 2023, mainly due to an increase in the value of identifiable intangible assets (brands, non-contractual customer relationships and contractual rights) acquired as part of acquisition transactions.

Other income/(expenses)

Other expenses, net of other income increased by US$9.4 million or 101.1%, from US$9.3 million in other expenses to US$18.7 million in other expenses, mainly attributable to: (i) a decrease of US$4.2 million related to amortization of our SPAC initial public offering expenses; and (ii) a non-recurring gain of US$4.2 million from fair value remeasurement of previously held interest of Kamaroopin upon completing business combination in stages converting an associate investment to a fully controlled subsidiary. These were partially offset by (i) a decrease of US$2.9 from reversal of previously accrued expenses related to the value of contingent consideration payable on acquisition of Moneda; and (ii) an increase of US$8.1 million in other expenses related to acquisition obligation adjustment and expenses; and (iii) an increase of US$5.1 million in transaction costs for acquiring interests in businesses; and (iv) an increase of US$0.8 million other expenses as result of integrating acquired business.

Share of equity accounted earnings

Share of equity-accounted earnings from entities we have significant influence over but do not control amounted to a loss of US$0.7 million for 2023, (US$2.4 million for 2022), after previously acquiring interests directly in Kamaroopin and indirect associate interests held through VBI Real Estate. The decrease in share of equity accounted losses of US$1.7 million or 70.8%, mainly attributable to the reclassification of Patria's equity stake in Kamaroopin following the completion of the business combination and acquisition by Patria of 100% of the share capital of Kamaroopin in April 2023. (For more information on Kamaroopin, see “— Launch of Growth Equity Strategy and Agreement to Partner with Kamaroopin "). The majority of share of equity-accounted earnings consist of the amortization of identifiable intangible assets acquired as part of the initial associate investment.

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Net Financial Income/(Expense)

Net financial income/(expenses) in 2023 were US$1.7 million net financial loss, a decrease of US$9.8 million from US$8.1 million net financial gain in 2022 primarily attributable to lower unrealized gains on long term investments (compared to a decrease of US$4.7 million in 2022), lower unrealized gains on the SPAC's warrant liability (decrease by US2.4 million from 2022) and unrealized losses on derivative financial instruments related to acquisition-related activity (decrease by US$3.2 million from 2022).

Net income Before Income Tax

As a result of the foregoing, net income before income tax in 2023 was US$118.0 million, an increase of US$15.6 million, or 15.2%, from US$102.4 million in 2022.

Income Tax

Income tax in 2023 was positive US$2.8 million, a decrease in income tax expenses of US$11.2 million from US$8.3 million expense in 2023. This decrease was primarily attributable to a decrease of US$14.9 million in deferred income tax expenses due to an increase in deferred tax assets as a result of unrealized losses on option arrangements to acquire the remaining non-controlling interest in VBI Real Estate. The impact from the movements in fair value due to changes in unobservable inputs to the VBI option arrangements resulting in deferred tax income are derived from the subsidiary of the group holding both VBI call and put option arrangements measured at fair value (total deferred tax income in 2023 of US$10.6 million). This was partially offset by an increase in current income tax expenses by US$3.7 million as result of taxes in jurisdictions of acquired companies. Our effective income tax rate was -2.4% in 2023 and 8.1% in 2022.

Net Income for the Year

As a result of the foregoing, net income of our group in 2023 was US$120.8 million, an increase of US$15.6 million, or 28.4%, from US$94.1 million in 2022.

B.    Liquidity and Capital Resources

General

Our business model derives revenue primarily from third-party assets under management. Patria is not a capital or balance sheet intensive business and targets operating expense levels such that total management and advisory fees exceed total operating expenses each period. As of December 2024, we had four credit facilities with total available credit of US$226 million. Two facilities were term loans which were disbursed and used to support the acquisitions of Abrdn and Credit Suisse’s real estate business in Brazil. The other two are revolving facilities used for working capital needs, which have been partially disbursed. We otherwise draw primarily on the committed capital of our LPs to fund the investment requirements of our funds, use our own realizations and cash flows to make commitments to our own funds and pay dividends to shareholders. See “—Capital Expenditures.” For additional information on our initial public offering, see “Item 4. Information on the Company—A. History and Development of the Company—Our History.”

Sources and Uses of Liquidity

As of December 31, 2024, 2023 and 2022, we had US$92.4 million, US$220.6 million and US$312.4 million in cash, cash equivalents and short-term investments, respectively. We have included US$54.1 million, US$187.4 million and US$240.3 million as of December 31, 2024, 2023 and 2022 respectively related to short-term investments held in a trust account that is restricted to be used for purposes of completing an initial business combination or redemption of public shares of the SPAC in our cash, cash equivalents and short-term investments as of December 31, 2024. During the year ended December 31, 2024, there were redemptions by the SPAC shareholders from the trust account of US$141 million. We believe that our current available cash, cash equivalents, financial investments and cash flows from our operating activities will be sufficient to meet our working capital requirements and capital expenditures in the ordinary course of business for the next 12 months, which mainly consists of:

•paying operating costs, including compensation and bonuses; and

•paying dividends to our shareholders.

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Our current liabilities exceeded our current assets as of December 31, 2024. This position results from the recognition of payables from business combinations concluded for the year ended December 31, 2024. In order to meet our cash requirements to sustain our inorganic growth strategy for the next 12 months we may be required to use a mix of available cash, cash equivalents, financial investments, equity and/or credit lines.

The following table shows the generation and use of cash for the year ended December 31, 2024, 2023 and 2022:

	For the Years Ended December 31
	2024	2023	2022
	(in US$ millions)
Cash flows provided by operating activities	145.9	156.7	81.1
Cash flows provided by/used in investing activities	25.3	62.2	(189.3)
Cash flows provided by/used in financing activities	(151.7)	(229.6)	118.5

Operating Activities

Our net cash flows from operating activities decreased by US$10.8 million, from US$156.7 million for the year ended December 31, 2023 to US$145.9 million for the year ended December 31, 2024, which is mainly attributable to an increase in account receivables (US$78 million) related to performance fee inflows incurred in December 2024. This amount was partially offset by the following items: (i) consideration payable adjustments (US$32 million) mainly related to VBI, (ii) shared based incentive plan (US$17.6 million), and (iii) other assets and liabilities (US$ 32.1 million) mainly related to TRIA energy trading contracts to be settled and to business combination with GPMS and Nexus (US$ 5.6 million).

Our net cash flows from operating activities increased by US$75.7 million, from US$81.1 million for the year ended December 31, 2022 to US$156.7 million for the year ended December 31, 2023, which is mainly attributable to net income growth (US$26.7 million), carried interest allocation (US$ 18.4 million) and personnel and related taxes (US$15.3 million).

Investing Activities

Our net cash flows used in investing activities decreased by US$36.9 million, from US$62.2 million used in the year ended December 31, 2023 to US$25.3 million cash provided by investing activities for the year ended December 31, 2024, primarily due to proceeds from redemptions from the SPAC's trust account (US$76.1 million) offset by acquisition of subsidiaries (net of cash acquired) which totalized US$105.5 million.

Regarding previous year, our net cash flows used in investing activities increased by US$251.8 million, from US$189.3 million used in the year ended December 31, 2022 to US$62.5 million cash provided by investing activities for the year ended December 31, 2023, primarily due to the previous year investment of the proceeds from the SPAC's initial public offering into its trust account. Excluding this non-recurring event, the remaining increase in cash flow from investing activities are a result of less cash used in acquisition-related activity in 2023 compared to 2022. In addition, there were redemptions from the SPAC trust account by its shareholders. This movement was partially offset by a lower liquidation rate of our short term investments during 2023 compared to 2022.

Financing Activities

Our net cash flows from financing activities increased US$77.9 million, from net cash used in financing activities of US$229.6 million for the year ended December 31, 2023 to net cash used in financing activities of US$151.7 million for the year ended December 31, 2024. Our financing activities primarily consisted of: (i) dividends paid to our shareholders, which were US$132.4 million, US$145.1 million and US$103.3 million in 2024, 2023 and 2022 respectively; and (ii) settlement of financing arrangements by sellers of acquired business of US$86.2 million; and (iii) redemptions by shareholders of the SPAC of US$141.3 million; and (iv) net proceeds from credit facilities to fund M&A activities of US$215.9 million.

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In 2023, our net cash flows from financing activities decreased by US$348.4 million, from net cash from financing activities of US$118.5 million for the year ended December 31, 2022 to net cash used in financing activities of US$229.9 million for the year ended December 31, 2023. Our financing activities primarily consisted of: (i) dividends paid to our shareholders, which were US$145.1 million and US$103.3 million in 2023 and 2022 respectively; and (ii) settlement of financing arrangements by sellers of business acquired during the year of US$14.7 million; and redemptions by shareholders of the SPAC of US$65.2 million.

Indebtedness

As of December 31, 2024, we had US$228 million owing on credit facilities with major financial institutions. For 2023 and 2022, we had no outstanding financial indebtedness.

Off-balance Sheet Arrangements

As of December 31, 2024, 2023 and 2022, we did not have any off-balance sheet arrangements.

Capital Expenditures

In the years ended December 31, 2024, 2023 and 2022, we made capital expenditures of US$131.4 million, US$45.2 million and US$54.5 million, respectively. These capital expenditures mainly include expenditures related to (1) acquisitions of property, equipment, and software and computer programs, (2) M&A investments net of cash in the entity acquired, which includes engaging in mergers and acquisitions pursuant to our inorganic growth strategy including payments to extend the life of our SPAC to consummate its initial business combination, and (3) payments to placement agents related to future expenses regarding our portfolio distribution services to clients.

We expect to continue investing to support the growth of our business and operations. We expect to meet our capital expenditure needs for the foreseeable future from our operating cash flow, our existing cash and cash equivalents, and credit facilities. Our future capital requirements will depend on several factors, including mergers and acquisitions, payments to placement agents and capex investments to support the execution of our strategy and business plan.

C.    Research and Development, Patents and Licenses, etc.

See “Item 4. Information on the Company—D. Property, Plants and Equipment—Intellectual Property.”

D.    Trend Information

For a discussion of trend information, see “Item 4. Information on the Company—B. Business Overview—Key Market Trends.”

E.    Critical Accounting Estimates

Our consolidated financial statements have been prepared in accordance with IFRS, as issued by the IASB. In preparing our audited consolidated financial statements, we make assumptions, judgements and estimates that can have a significant impact on amounts reported in our consolidated financial statements. We base our assumptions, judgements and estimates on historical experience and various other factors that we believe to be reasonable under the circumstances. Actual results could differ materially from these estimates under different assumptions or conditions. We regularly reevaluate our assumptions, judgements and estimates, presenting the significant accounting policies in notes 2 and 4 of our audited consolidated financial statements included elsewhere in this annual report.

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.    Directors and Senior Management

We are managed by our board of directors and by our senior management, pursuant to our Memorandum and Articles of Association and the Cayman Islands Companies Act (As Revised).

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Board of Directors

We have recently reviewed the composition of our board of directors and our corporate governance practices in light of applicable requirements of the SEC and Nasdaq.

Our board of directors is composed of seven members. Each director holds office for the term, if any, fixed by the shareholder resolution that appointed them, or, if no term is fixed on the appointment of the director, until the earlier of their or her removal from or vacating office as a director in accordance with the Articles of Association. Directors appointed by the board of directors hold office until the next annual general meeting. The current members of the board of directors were appointed in accordance with the Articles of Association. None of our board members have contracts that provide for benefits upon termination of employment.

The following table presents the names of the current members of our board of directors.

Name	Age	Position
Olimpio Matarazzo Neto	65	Chairman
Peter Paul Lorenço Estermann	67	Director
Alexandre Teixeira de Assumpção Saigh	57	Director and CEO
Pablo Javier Echeverría Benítez	61	Director
Sabrina Bridgett Foster	51	Independent Director(1)
Jennifer Anne Collins	50	Independent Director(1)
Glen George Wigney	69	Independent Director(1)

The following is a brief summary of the business experience of our directors. Unless otherwise indicated, the current business addresses for our directors is currently at 60 Nexus Way, 4th floor, Camana Bay, PO Box 757, KY1-9006, George Town, Grand Cayman, Cayman Islands.

Olimpio Matarazzo Neto is one of our founding partners, Chairman of our board of directors, member of our board of directors since 2010 and Chairman of our executive-level Real Estate and Credit Investment and Divestment Committee. Mr. Matarazzo is also a Senior Managing Partner of Patria Investments Limited and an Executive Director of Patria Holdings Limited. He is responsible for setting the strategy and overseeing its execution, ensuring the organization meets compliance, risk and regulation standards. Throughout his career, Mr. Matarazzo acted in different functions within Patria, being primarily responsible for the development of our Real Estate, Credit and Constructivist Equity strategies. Mr. Matarazzo was a founding partner of Patria in 2001 (successor of Banco Patrimônio), developing and leading the efforts to make Patria one of the leading private markets firms in Latin America. Mr. Matarazzo was also one of the founders of Banco Patrimônio in 1988 and led its capital markets and proprietary desks, as well as the relationship with Salomon Brothers’ fixed income desk. After the sale of Patrimônio to Chase Manhattan in 1999, Mr. Matarazzo spent two years at Chase Manhattan where he was co-responsible for its proprietary and capital markets desks in Brazil. Prior to founding Patrimônio, Mr. Matarazzo worked at J.P. Morgan. Mr. Matarazzo holds a bachelor’s degree in Business Administration from Universidade de São Paulo (USP).

Peter Paul Lorenço Estermann is a member of our board of directors since December 2023. He has over 40 years of professional experience, including 12 years in agribusiness, 10 years in the industry for the transformation of polymers, paper and cellulose and refractory materials, 12 years in telecommunications and health services, and six years in retail. Previously, Mr. Estermann was one of our Partners and the Chief of Portfolio Management of Value Creation Business for Latam strategies. From April 2018 to November 2020, Mr. Estermann was the CEO of GPA (Companhia Brasileira de Distribuição), where he was responsible for the operations in the region, with over 100,000 employees and a revenue of R$60 billion. Mr. Estermann was also Infrastructure and Strategic Development Officer of GPA from June 2014 to October 2015. Mr. Estermann has developed his career in different industries and the service sector, and in large and leading companies with different areas of expertise, differentiated in terms of technology, management models and cultures. Mr. Estermann was CEO of Via Varejo S. A. (2015-2018, 2018-2019) and Vice-CEO and Chief Operating Officer of Medial Saúde (2006 - 2007). Mr. Estermann has held important positions in various European and Brazilian companies since 1981. Mr. Estermann holds a degree in Agronomy Engineering from the Federal University of Lavras – Minas Gerais and post graduate studies from Harvard Business School (“Making Corporate Boards more Effective”—2008, “Audit Committees in a New Era of Governance”—2008 and “Program for Management Development/PMD”—1999).

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Alexandre Teixeira de Assumpção Saigh is our Chief Executive Officer and is a member of our board of directors since 2010. He is also one of our founding partners, Chairman of our executive-level Private Equity Investment and Divestment Committee. Mr. Saigh is also a Senior Managing Partner of Patria Investments Limited and an Executive Director of Patria Holdings Limited. Before taking the role as our Global CEO, Mr. Saigh was primarily responsible for our Private Equity division being responsible for the start-up and development of this business within Patria. He held and currently holds board member positions in several of our funds’ invested companies. Mr. Saigh was one of the founders of Patria in 2001 (successor of Banco Patrimônio), developing and leading the efforts for Patria to become one of the leading private markets firms in Latin America. Mr. Saigh joined Banco Patrimônio in 1994, as a Managing Partner responsible for the development and execution of the Firm’s private equity business. Between 1994 and 1997, while developing Patrimônio’s private equity strategy, Mr. Saigh was Chief Executive Officer and Chief Financial Officer of Drogasil, one of the leading drugstore chains in Brazil and Patria’s first private equity investment. Prior to joining Patrimônio, Mr. Saigh worked at J.P. Morgan Investment Bank from 1989 to 1994, as a Vice President for its private equity, corporate finance and M&A divisions. Mr. Saigh holds a bachelor’s degree in Financial Management and Hotel Administration from Boston University and a Post-Graduate Certificate of Special Studies in Administration and Management from Harvard University.

Pablo Javier Echeverría Benítez is a member of our board of directors since December 2021. Mr. Echeverría is the founding partner of Moneda Asset Management SpA (1994) and Chairman of its board of directors since 2007. He has also been the Head of Latin American Equities and Portfolio Manager of the Chilean equity strategies since the beginning of Moneda. With more than 30 years of experience on investments, Mr. Echeverría has been involved in numerous landmark transactions in the Chilean capital market. Moneda is one of the leading Latin America focused asset managers, with over 25 years investing in Latin American companies across their capital structure, implementing a long-term and fundamental research investment approach. Moneda was founded in 1994 by its main executives, including Mr. Echeverria and with the support of the International Finance Corporation (IFC). Prior to founding Moneda, Mr. Echeverría worked at AFP Santa Maria, a Chilean pension fund manager as an Investment Trader (1989). He then continued his career as an Investment Analyst for Investment Management Company Chile S.A., IMCO (1989-1994), where he later became Chief Investment Officer (CIO), managing one of the first debt to equity convertible funds in Chile. Mr. Echeverría is Chairman of Moneda S.A. AGF and Moneda Asset Management SpA. He also sits on the board of Pucobre S.A., and Watt’s S.A., both listed companies in the Santiago Stock Exchange. Mr. Echeverría holds a bachelor of science’s degree in Industrial Engineering from Universidad de Chile.

Sabrina Bridgett Foster is a member of our board of directors since 2021. She serves as a professional independent director and is based in the Cayman Islands. She was appointed to the Board of Directors of the Cayman Islands Monetary Authority (CIMA) on February 7, 2023. She is also the founder and principal of Fifty Eleven Consulting Limited, a legal, regulatory and governance consulting firm. Ms. Foster has over 25 years’ experience in the financial services industry, having practiced law for more than 18 years and served as an independent director since 2013. During her career, Ms. Foster served as a Partner with the global law firm, Appleby (2004 through 2012), where her key practice areas included hedge fund and private equity structuring and formation, commercial and private trust structuring, as well as advising on general corporate matters, corporate governance, financing, and regulatory matters relevant to both regulated and non-regulated investment funds operating in multiple jurisdictions. Ms. Foster also served as a director and shareholder of Paget-Brown Attorneys-at-Law (2012 through 2013) and as an associate at Walkers (1999 through 2004) in the Cayman Islands. Ms. Foster also served as a professional independent director with the governance teams of Intertrust (2013 through 2015) and Maples Fiduciary (2015 through 2020), where she served on a wide range of alternative investment funds including hedge funds, fund of funds, segregated portfolio companies, private equity vehicles, hybrid structures, fund management companies and related structures. Ms. Foster holds a Postgraduate Award in Business Administration with Distinction from the University of Warwick and a Bachelor of Law with Honours from the University of Liverpool. She completed her Professional Practitioner’s Course (Cayman Islands) with Queen's University Belfast and earned the Accredited Director designation from the Chartered Governance Institute of Canada. She was admitted as an Attorney-at-Law in the Cayman Islands in 1997. She has been recognized by Legal 500 Caribbean for her corporate and commercial work and by PLC Which Lawyer as a lawyer of choice for private clients. Ms. Foster is a member of the Cayman Islands Legal Practitioners Association, the International Bar Association, the American Bar Association, 100 Women in Finance, the Cayman Islands Directors Association, and the Chartered Governance Institute of Canada. Sabrina is registered as a ‘registered director’ under the Directors Registration and Licensing Act (as amended) of the Cayman Islands. She is also a Notary Public in and for the Cayman Islands and has published several articles relating to financial services.

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Jennifer Anne Collins is a member of our board of directors since 2021. She is a non-executive fund director at the Carne Group in the Cayman Islands, which provides independent governance to the alternative fund industry. Ms. Collins has over 20 years’ experience in the financial services industry as a qualified accountant and has been serving as an independent fund director since 2011. Between 2000 and 2011, Ms. Collins worked in the fund administration industry in the Cayman Islands with significant experience in investment fund set up, administration and documentary review requirements for both regulated and non-regulated investment funds operating in the Cayman Islands. In 2011, Ms. Collins transitioned from her career in fund administration to directorship services. She joined the governance teams of Ogier (2011 through 2014) and the Carne (2014 to present) where she serves as a board member of a wide range of alternative investment funds, including hedge funds, fund of funds, segregated portfolio companies, private equity vehicles and related structures. Ms. Collins is a Canadian Chartered Professional Accountant and a Certified Public Accountant in the state of Illinois. Ms. Collins also holds the Accredited Director designation from the Chartered Governance Institute of Canada. She is a member of the Chartered Professional Accountants of Canada, the Cayman Islands Institute of Professional Accountants, the Chartered Governance Institute of Canada and the Cayman Islands Directors Association.

Glen George Wigney is currently affiliated with the Cayman Islands firm of Paradigm Governance Partners Limited., which provides independent governance to the alternative investment industry. He was formerly a senior member of Deloitte’s global financial services team and has over 30 years of experience with the Canadian, Cayman Islands and U.S. member firms of Deloitte. He led Deloitte’s Emerging Manager Program in the U.S. Midwest, serving as an audit leader in the investment management practice from 2008 to 2014. Prior to relocating to Chicago in 2008, he was the partner-in-charge of the audit practice of Deloitte Cayman Islands, serving as partner for ten years. During his 20 years in the Cayman Islands, he served on industry committees and Deloitte’s Global Financial Services Industry group. He is the co-founder the Cayman Islands Chapter of Hedge Funds Care and served on the global board of directors for this charity. Mr. Wigney is an Illinois Certified Public Accountant, a member of the Chartered Professional Accountants of Ontario and holds Bachelor of Commerce degree from Carleton University in Ottawa, Canada.

Executive Officers

Our executive officers are responsible for the management and representation of our company. The following table lists our current executive officers:

Name	Age	Position
Alexandre Teixeira de Assumpção Saigh	57	Chief Executive Officer and Director
Ana Cristina Russo	57	Chief Financial Officer
Marco Nicola D’Ippolito	48	Chief Executive Officer of GPMS
Ricardo Leonel Scavazza	47	Chief Executive Officer and Chief Investments Officer of Private Equity
Andre Franco Sales	51	Chief Executive Officer and Chief Investment Officer of Infrastructure
Daniel Rizardi Sorrentino	44	Global Head of Commercial
Jose Augusto Gonçalves de Araujo Teixeira	46	Head of Commercial for Brazil
Ana Paula Alves dos Santos	57	Head of Human Resources
Guilherme Ferrante Poças	45	Global General Counsel

The following is a brief summary of the business experience of our executive officers. Unless otherwise indicated, the current business addresses for our executive officers is 60 Nexus Way, 4th floor, Camana Bay, PO Box 757, KY1-9006, Grand Cayman, Cayman Islands.

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Alexandre Teixeira de Assumpção Saigh. See “—Board of Directors.”

Ana Cristina Russo is our Chief Financial Officer since January 2023. Ms. Russo is also a member of the Management Committee and is primarily responsible for finance, operations, fund administration, internal controls and technology. Before taking over as CFO of Patria, Ms. Russo was the department head and CFO for Philip Morris International in Central America & the Caribbean from 2004 to 2007, for the Brazilian operations from 2008 to 2012 (and earlier in her career as CFO for Remy Cointreau Brazil). Ms. Russo also served as CFO of Latin America & Canada for Philip Morris International from 2012 to 2014 and as Chief Auditor reporting to the Audit Committee from 2015 to 2018. She has also developed a deep connection with business process, acting as a Business Partner to division leaders and General Managers, as well as managing a full P&L as CEO of Central America & Caribbean from 2018 to 2022. Ms. Russo holds a bachelor’s and post-graduate’s degrees in business administration from Fundação Getulio Vargas, and a Leadership Program certification from the International Institute for Management Development.

Marco Nicola D’Ippolito is the Managing Partner and the Chief Executive Officer of our Global Private Markets Solutions (GPMS) vertical since April 2024. Mr. D’Ippolito is a member of the Management Committee and is primarily responsible for managing the GPMS business. He also acts as the head of Shareholders Relations and Corporate Development. Mr. D’Ippolito served Patria as COO from February 2009 to July 2020 and as CFO from July 2020 to December 2022. Before that, Mr. D’Ippolito worked at Patria’s Private Equity division, being responsible for different investments in the technology, logistics, healthcare, agribusiness and food industries. Mr. D’Ippolito was also responsible for fundraising initiatives within the Patria Private Equity business. In addition, Mr. D’Ippolito was the Chairman of the Board and Board Member of different portfolio companies. Before joining Patria in 2005, Mr. D’Ippolito worked for a Latin American family office as private equity portfolio manager between 2002 and 2005. Prior to that, Mr. D’Ippolito participated on the start-up, development and sale of an IT private company in Brazil. Mr. D’Ippolito holds a bachelor’s degree in Economics from Fundação Armando Álvares Penteado (FAAP) and an MBA from Instituto Brasileiro de Mercado de Capitais (IBMEC).

Ricardo Leonel Scavazza is a Managing Partner and Chief Executive Officer & Chief Investments Officer of Private Equity for Latin American strategies since August 2005. Mr. Scavazza is primarily responsible for all Latin American Private Equity strategy at Patria. Before taking over as CEO & CIO for Private Equity Latin America, Mr. Scavazza served as the Head of Private Equity Strategy in Brazil. Mr. Scavazza joined Patrimônio in 1999, became a partner in 2005, and has worked on several new investments and acquisitions for the portfolio companies of Private Equity Funds I, II, III, IV and V. Mr. Scavazza worked as Chief Executive Officer at Anhanguera between 2009 and 2013. Mr. Scavazza was also Chief Financial Officer at DASA in 2001 and at Anhanguera from 2003 to 2006. Mr. Scavazza holds a bachelor’s degree in Business Administration from Fundação Getulio Vargas (FGV) and an MBA from Kellogg School of Management, Northwestern University.

Andre Franco Sales is a Managing Partner & Chief Executive Officer and Chief Investment Officer of Patria’s Infrastructure division since August 2006. Mr. Sales is primarily responsible for leading our Infrastructure strategies, conducting infrastructure investment in Latin America. Before taking over as CEO and CIO of our Infrastructure strategies, Mr. Sales worked on numerous investments of Patria Infrastructure Funds I, II and III. Mr. Sales also served as a Director at Patria’s M&A Advisory division, and co-CEO of ERSA (Patria’s Infrastructure Fund I), a company that later became CPFL Renewables. Prior to joining Patria, Mr. Sales was a Senior Manager in the energy business of Vale, and a Senior Associate in the Infrastructure department of the BNDES – Brazilian National Development Bank. Mr. Sales was a co-founder of an internet community and market place sold to Bradesco in 2000. Mr. Sales also worked for four years at J.P. Morgan in São Paulo and New York in the M&A and Corporate Finance division. Mr. Sales holds a bachelor’s degree in Production Engineering from Escola Politécnica da Universidade de São Paulo (USP).

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Daniel Rizardi Sorrentino is a Managing Partner and current Global Commercial Head, after a successful career within the Commercial & Sales/Distribution, named firstly Brazil’s Country Manager in March 2009 (including Brazilian reais denominated products and strategies), then Head of Sales & Distribution for Latin America in 2021, and after that as our Global Commercial Head Global (current role since mid-2024). Mr. Sorrentino was the Chief of Portfolio Management of the PE Group from March 2017 to December 2021, where he was responsible for the Management and Transformation Team, which included the Operating Partners Group and the value creation team. In that position, he was responsible for overseeing 22 companies of our PE portfolio with total revenues above US$3 billion and over 30,000 employees. Mr. Sorrentino has also worked on several investments and acquisitions in our PE Group since 2009. He had a leadership role on PE portfolio companies, including Chairman of Alliar since 2011 and Bioritmo/SmartFit since 2010. Mr. Sorrentino joined Patria in 2001 and became a partner in 2009. From 2003 to 2007, Mr. Sorrentino worked at Anhanguera Educacional leading the M&A team. Prior to that, Mr. Sorrentino worked at DASA in the M&A initiative and for Fotoptica as a business analyst. Mr. Sorrentino holds a bachelor’s degree in Business Administration from Fundação Getulio Vargas (FGV).

Jose Augusto Gonçalves de Araujo Teixeira is a Partner and current Head of Clients & Commercial for Brazil. From 2020 to 2022, he acted as Head of Marketing and Products for Patria. Before that, Mr. Teixeira served as the Head of Marketing and Investor Relations for Private Equity products between 2013 and 2020. From 2005 to 2013, Mr. Teixeira held various senior positions at Anhanguera Educacional, Patria’s flagship investment in the Post-secondary Education sector, where he served as Chief Financial Officer between 2011 and 2013; Investor Relations Officer between 2007 and 2013; Strategic, Commercial and Financial Planning Director between 2007 and 2011; and Financial Planning Manager between 2005 and 2007. Prior to joining Patria in 2004, Mr. Teixeira worked with the Latin American Research Sales team at Goldman Sachs in New York. Mr. Teixeira holds a bachelor’s degree in Political Science and Economics from Amherst College.

Ana Paula Alves dos Santos is a Partner and Head of Human Resources since March 2022. Ms. Santos’s main responsibilities include supervising all HR teams and activities and to support the diversification, expansion and globalization of our activities. Before taking over as Managing Director and Head of HR, Ms. Santos served as the Head of HR for the Private Equity business unit. Prior to joining Patria in 2020, Ms. Santos acquired extensive experience in Human Resources strategic management in multinational companies from different market sectors such as Coca-Cola (1991-1994), Schering-Plough (1997-2001), Abbott (2002-2011), Marfrig (2011-2012), Carrefour (2012-2014), Telefônica (2017-2018) and, most recently, Walmart Brazil (2018-2019). In addition to her wide practice in the Brazilian market, Ms. Santos has also worked in the United States of America and in France. Ms. Santos is a board member of Elfa Medicamentos and member of the People Committee of Hospital Oswaldo Cruz. Ms. Santos was a counselor member for VisaoPrev and Enactus Brazil. Ms. Santos holds a bachelor’s degree in psychology from UFRJ and a post-graduate degree in Human Resources from PUC. She also holds a specialization course from Stanford and an executive MBA from Coppead (UFRJ).

Guilherme Ferrante Poças is our Global General Counsel since January 2025 and a member of the Management Committee. Mr. Poças was a Managing Director at UBS’s Global Lending Unit in Brazil between October 2023 and August 2024, overseeing lending and restructuring transactions across Latin America. Prior to that, he held the position of Head of General Counsel for Latin America at Credit Suisse between October 2018 and October 2023, where he also acted as Head of General Counsel for Brazil between January 2016 and October 2018 and in-house counsel between July 2004 and January 2016, with extensive legal experience across Asset Management, Wealth Management and Investment Banking. He was also a tax consultant at Deloitte between December 2002 and July 2004. Mr. Poças holds a bachelor’s degree in law from Pontifícia Universidade Católica de São Paulo.

B.     Compensation

Compensation of Directors and Officers

Under Cayman Islands law, we are not required to disclose compensation paid to our senior management on an individual basis, and we have not otherwise publicly disclosed this information elsewhere.

Our executive officers, directors and management receive fixed and variable compensation. They also receive benefits in line with market practice. The fixed component of their compensation is set on market terms and adjusted annually. For more information on their variable compensation, see “Item 6. Directors, Senior Management and Employees—B. Compensation.”

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For the years ended December 31, 2024 and 2023, aggregate compensation for Patria’s directors and executive officers for services in all capacities was US$12.4 million and US$13.4 million, respectively, which includes both benefits paid in kind and variable compensation. Additionally, we paid to certain of our directors and executive officers an aggregate amount of US$7.8 million as bonus compensation in February 2024 and paid an aggregate amount of US$7.0 million as bonus compensation in February 2025.

Long-Term Incentive Plan

On November 28, 2022, we adopted and implemented a new equity incentive program, the long-term incentive plan (the “LTIP”) for the purpose of advancing the interests of our shareholders by enhancing our ability to motivate and reward eligible participants to perform at the highest level.

The LTIP governs the issuances of equity incentive awards with respect to our Class A common shares. Our board of directors may at its discretion adjust the number of Class A common shares available for issuance under the LTIP.

Under the LTIP, equity incentive awards may be granted to our employees, non-employee directors, officers, consultants or other individual service providers, as well as holders of equity compensation awards granted by a company that may be acquired by us in the future.

Awards under the LTIP may be granted in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards or other stock-based awards. Stock options and stock appreciation rights will have an exercise price determined by the administrator but that is no less than the fair market value of the underlying Class A common shares on the date of grant.

The vesting conditions for grants under the LTIP are determined by the administrator of the LTIP (the "Administrator" and, in the case of restricted stock or restricted stock units, are set forth in the applicable award documentation. For stock options, the Administrator determines the exercise price of the option, the term of the option and the time or times at which the option may be exercised. Performance awards are subject to performance conditions as specified by the Administrator and are settled in cash, Class A common shares, other awards, other property, net settlement or any combination thereof, as determined by the Administrator in its discretion, following the end of the relevant performance period. The LTIP is administered by a long-term incentive plan committee composed by certain members of our board.

IPO Share-Based Incentive Grant

In connection with the completion of our IPO, we made our first equity incentive grant, known as the “IPO grant”. Under the IPO grant, Performance Restricted Units (“PSUs”), convertible into Class A common shares were granted to eligible participants.

We set a maximum aggregate of 410,115 Class A common shares to be granted under the LTIP in connection with the IPO grant, which includes a potential boost award to be measured only on the last year of the LTIP and subject to certain pre-determined performance metrics. As of December 31, 2024, we granted an aggregate of 157,736 Class A common shares under the LTIP. As certain participants resigned from Patria in 2024, they forfeited their rights to receive 26,289 shares received under the IPO grant, according to the vesting schedule of the LTIP. Similarly, certain participants resigned from Patria in 2023, forfeiting their rights to receive 26,289 shares under the IPO grant, according to the vesting schedule of the LTIP. For further information, see note 28(d) to our audited consolidated financial statements included elsewhere in this annual report.

Annual Performance Share Grant

Besides the IPO grant, we have made four additional annual grants under the performance share plan, which provide for the vesting of performance shares based on both time and performance vesting. In 2022, we set a maximum aggregate grant of 101,408 Class A common shares and 3 participants resigned from Patria as of the date hereof, which required them to forfeit 19,007 shares. In 2023, we set a maximum aggregate grant of 357,132 Class A common shares and as the date hereof 4 participants have resigned from Patria and forfeited their right to receive 37,429 Class A common shares under the 2023 grant. In 2024, we set a maximum aggregate grant of 3,673,000 Class A common shares and 3 participants resigned from Patria as of the date hereof forfeiting a total of 55,247 Class A common shares under the 2024 grant. In 2025 we set a maximum of 2,353,655 Class A common shares under the 2025 grant and no participants have resigned from Patria as of the date of this annual report.

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New Matching Share Plan

On February 26, 2024, our board of directors approved a new matching share plan for certain participants, offering them the opportunity to convert up to 50% of their cash bonus into equity shares and to receive a matching component in the form of restricted stock units that vest over a five year period, with one third of the applicable grant vesting on each of the third, fourth and fifth anniversary of the date of grant, subject to continued employment through each vesting date. For this matching share plan, we set a maximum aggregate grant of 1,630,000 Class A common shares and 4 participants have resigned from Patria as of the date hereof, forfeiting a total of 62,084 Class A common shares from the 2024 grant. In 2025 we set a maximum of 2,248,510 Class A common shares and no participants have resigned from Patria as of the date of this annual report.

C.     Board Practices

Foreign Private Issuer Status

Nasdaq listing rules include certain accommodations in the corporate governance requirements that allow foreign private issuers, such as us, to follow “home country” corporate governance practices in lieu of the otherwise applicable corporate governance standards of Nasdaq. The application of such exceptions requires that we disclose each Nasdaq corporate governance standard that we do not follow and describe the Cayman Islands corporate governance practices we do follow in lieu of the relevant Nasdaq corporate governance standard. We currently follow Cayman Islands corporate governance practices in lieu of the corporate governance requirements of Nasdaq in respect of the following:

•Nasdaq Rule 5605(b), which requires that independent directors comprise a majority of a company’s board of directors. As allowed by the laws of the Cayman Islands, independent directors do not comprise a majority of our board of directors;

•Nasdaq Rule 5605(e)(1), which requires that a company have a nominations committee comprised solely of “independent directors” as defined by Nasdaq. As allowed by the laws of the Cayman Islands, we do not have a nominations committee nor do we have any current intention to establish one;

•Nasdaq Rule 5605(d) & (e), which require that compensation for our executive officers and selection of our director nominees be determined by a majority of independent directors. As allowed by the laws of the Cayman Islands, we do not have a nomination and corporate governance committee or compensation committee nor do we have any current intention to establish either;

•Nasdaq Rule 5635, which requires that a listed issuer obtain shareholder approval prior to an issuance of securities in connection with: (i) the acquisition of the stock or assets of another company; (ii) equity-based compensation of officers, directors, employees or consultants; (iii) a change of control; and (iv) transactions other than public offerings. Pursuant to the laws of the Cayman Islands and our Articles of Association, we are not required to obtain any such approval; and

•Nasdaq Rule 5250(b)(3) and Rule 5250(d), which require certain disclosures of third party director and nominee compensation and distribution of annual and interim reports, respectively. As allowed by the laws of the Cayman Islands, we are not required to disclose such compensation or distribute reports in the manner specified by such rule.

Cayman Islands law does not impose a requirement that the board consist of a majority of independent directors or that such independent directors meet regularly without other members present. Nor does Cayman Islands law impose specific requirements on the establishment of a compensation committee or nominating committee or nominating process.

See also “Item 10. Additional Information—B. Memorandum and Articles of Association—Principal Differences between Cayman Islands and U.S. Corporate Law.”

Controlled Company Exception

Patria Holdings beneficially owns the majority of our Class B common shares, representing 83.3% of the voting power of our outstanding share capital. As a result, we are a “controlled company” within the meaning of the corporate governance standards of the Nasdaq corporate governance rules. Under these rules, a company of which more than 50% of the voting power in the election of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements.

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As a “controlled company,” we may elect not to comply with certain corporate governance standards, including the requirements (1) that a majority of our board of directors consist of independent directors; (2) that our board of directors have a compensation committee that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and (3) that our board of directors have a nominating and corporate governance committee that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. For so long as we qualify as a controlled company, we may take advantage of these exemptions. Accordingly, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all of these corporate governance requirements. In the event that we cease to be a “controlled company” and our common shares continue to be listed on the Nasdaq, we will be required to comply with the corporate governance standards within the applicable transition periods.

Audit Committee

The Audit Committee, which consists of Sabrina Bridgett Foster (Chairperson), Jennifer Anne Collins, and Glen George Wigney. All members are financially literate and include two individuals who are considered "Audit Committee Financial Experts" as defined by the SEC. Additionally. the Board of Directors has determined that Sabrina Bridgett Foster, Jennifer Anne Collins and Glen George Wigney satisfy the “independence” requirements set forth in Rule 10A-3 under the Exchange Act., as well as SEC and Nasdaq rules.

The Audit Committee assists the Board in fulfilling its responsibilities related to the Company's internal and external audit processes, financial reporting, and the system of risk assessment and internal controls over financial reporting. It also provides an avenue of communication between management, the independent auditors, the internal auditors, and the Board of Directors.

The Audit Committee operates under a charter that complies with Nasdaq rules and is responsible for:

•Appointment and Oversight of Auditors: Appointing, compensating. retaining, terminating, and overseeing any auditor or accounting firm engaged for audit, review, or attest services.

•Pre-Approval of Services: Pre-approving audit and non-audit services provided by the independent auditor before engagement.

•Audit Review: Reviewing and discussing with the independent auditor their responsibilities under generally accepted auditing standards, the planned scope and timing of the annual audit, and significant findings and any problems or difficulties encountered, including restrictions on scope or access to information, and significant disagreements with management.

•Independence Review: Obtaining and reviewing a report from the independent auditor describing all relationships between the auditor and the Company, consistent with PCAOB requirements regarding auditor communications with the Audit Committee concerning independence.

•Audit Partner Rotation: Confirming and evaluating the rotation of audit partners on the audit engagement team as required by law.

•Financial Reporting Issues: Reviewing significant financial reporting issues and judgments made in connection with the preparation of financial statements, including analyses of the effects of alternative IFRS methods; and other critical accounting policies and practices;

•Internal Controls: Reviewing the Company's disclosure controls and procedures and internal control over financial reporting in conjunction with management, independent auditors, and internal auditors.

•Complaint Procedures: Establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls, or auditing matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters; and

•Related Party Transactions: Approving or ratifying any related party transactions in accordance with the Company's related party transaction policy.

The Audit Committee reports to the Board of directors and meets as often as it determines appropriate to carry out its responsibilities under its charter, but not less frequently than quarterly.

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D.    Employees

As of December 31, 2024, 2023 and 2022, we had 577, 430 and 385 employees, respectively. As of December 31, 2024, 241 of these employees were investment professionals. The table below breaks down our full-time personnel by function as of December 31, 2024:

	As of December 31, 2024
Function	Number of Employees	% of Total
Management	16	3	%
Investment	241	42	%
Sales & IR	94	16	%
Corporate	226	39	%
Total	577	100	%

We believe we have a constructive relationship with our employees and certain labor unions, as we have never experienced strikes, work stoppages or disputes leading to any form of downtime.

E.    Share Ownership

As of the date of this annual report, the members of our board of directors and our executive officers do not have any family relationships among themselves, with the members of the boards of directors of our subsidiaries, with our controlling shareholder or with the boards of directors of our subsidiaries, other than the fact that Mr. Olimpio Matarazzo Neto, chairman and a member of our board of directors, is a first degree cousin of Mr. Alexandre Teixeira de Assumpção Saigh, our Chief Executive Officer and member of our board of directors.

Any outstanding shares beneficially owned by our directors and officers and/or entities affiliated with these individuals are disclosed in “Item 7. Major shareholders and Related Party Transactions—A. Major Shareholders.”

See “Item 6. Directors, Senior Management and Employees—B. Compensation—Long-Term Incentive Plan” for information on our share option long-term incentive programs.

F.    Disclosure of a registrant’s action to recover erroneously awarded compensation

We adopted a compensation recoupment policy on November 23, 2023. Please see Exhibit 97.1 to this annual report.

We have not been required to prepare an accounting restatement at any time during or after our last completed fiscal year and no recovery of awarded compensation is required pursuant to our compensation recoupment policy.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.    Major Shareholders

The following table and accompanying footnotes present information relating to the beneficial ownership of our Class A common shares and Class B common shares as of December 31, 2024, by:

•each person, or group of affiliated persons, known by us to own beneficially 5% or more of our issued and outstanding shares;

•each of our executive officers and directors individually; and

•all executive officers and directors as a group.

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The number of common shares beneficially owned by each entity, person, executive officer or director is determined in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares over which the individual has sole or shared voting power or investment power as well as any shares that the individual has the right to acquire within 60 days through the exercise of any option, warrant or other right. Except as otherwise indicated, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all common shares held by that person.

The percentages of beneficial ownership in the table below are calculated as of March 31, 2025 on the basis of the following numbers of shares outstanding: 65,129,962 Class A common shares and 92,945,430 Class B common shares. Our free float consists of 64,420,291 of Class A common shares, which represents 98.9% of total Class A common shares and 6.5% of total voting power.

Unless otherwise indicated below, the address for each beneficial owner is c/o Patria Investments Limited, at 60 Nexus Way, 4th floor, Camana Bay, PO Box 757, KY1-9006, Grand Cayman, Cayman Islands.

	Shares Beneficially Owned						% of Total Voting Power(1)
	Class A			Class B
Shareholders	Shares	%		Shares	%
5% Shareholders
Patria Holdings Limited(2)	689,454	1.1	%	81,900,000	88.1%		82.4	%
Entities affiliated with Capital Research Global Investors(3)	10,062,864	15.5	%	—	—		1.0	%
Entities affiliated with FMR LLC(4)	5,493,014	8.4	%	—	—		0.6	%
Entities affiliated with Blackrock, Inc.(5)	4,547,706	7.0	%	—	—		0.5	%
Executive Officers and Directors
Alexandre Teixeira de Assumpção Saigh(2)(6)	689,454	1.1	%	81,900,000	88.1%		82.4	%
Olimpio Matarazzo Neto(2)(6)	689,454	1.1	%	81,900,000	88.1%		82.4	%
Pablo Javier Echeverría Benítez(7)	20,217	—	%	3,617,260	3.9	%	3.6	%
Sabrina Bridgett Foster	—	—		—	—		—
Jennifer Anne Collins	—	—		—	—		—
Glen George Wigney	—	—		—	—		—
Ana Cristina Russo	—	—		—	—		—
Marco Nicola D’Ippolito(6)	—	—		—	—		—
Ricardo Leonel Scavazza(6)	—	—		—	—		—
Guilherme Ferrante Poças
Andre Franco Sales(6)	—	—		—	—		—
Daniel Rizardi Sorrentino(6)	—	—		—	—		—
Jose Augusto Gonçalves de Araujo Teixeira(6)	—	—		—	—		—
Ana Paula Alves dos Santos	—	—		—	—		—
Peter Paul Lorenço Estermann	—	—		—	—		—
All directors and executive officers as a group (19 persons)	709,671	1.1	%	85,517,260	92.0		86.1	%
Total Free Float	64,420,291	98.9	%	—	—		6.5	%

*Represents beneficial ownership of less than 1% of our issued and outstanding common shares.

(1)Percentage of total voting power represents voting power with respect to all of our Class A common shares and Class B common shares, as a single class. Holders of our Class B common shares are entitled to 10 votes per share, whereas holders of our Class A common shares are entitled to one vote per share. For more information about the voting rights of our Class A common shares and Class B common shares, see “Item 10. Additional Information—B. Memorandum and Articles of Association—Voting Rights.”

(2)    This information is based solely on the Schedule 13G/A filed with the SEC on February 14, 2024 on behalf of Patria Holdings Limited, which consists of 57,462,802 Class B common shares held of record by Patria Holdings Limited and 24,437,198 Class B common shares held of record by SPV PHL, which is a wholly owned subsidiary of Patria Holdings Limited. Alexandre Teixeira de Assumpção Saigh and Olimpio Matarazzo Neto are controlling shareholders of Patria Holdings Limited (the “Patria Holdings Controlling Shareholders”). Patria Holdings Limited is the sole shareholder of SPV PHL. The Patria Holdings Controlling Shareholders have beneficial ownership of the Class B common shares held of record by Patria Holdings Limited. Each of the Patria Holding Controlling Shareholders disclaims ownership of the Class B common shares except to the extent he has a pecuniary interest therein. The address of each of Patria Holdings Limited, SPV PHL and each Patria Holdings Controlling Shareholders is c/o Patria Holdings Limited, 60 Nexus Way, 4th floor, Camana Bay, PO Box 757, KY1-9006, Grand Cayman, Cayman Islands.

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(3)    This information is based solely on the Schedule 13G/A filed with the SEC on February 13, 2025 on behalf of Capital Research Global Investors. Capital Research Global Investors (“CRGI”), is a division of Capital Research and Management Company (“CRMC”), as well as its investment management subsidiaries and affiliates Capital Bank and Trust Company, Capital International, Inc., Capital International Limited, Capital International Sàrl, Capital International K.K., and Capital Group Private Client Services, Inc., or together with CRMC, the “investment management entities.” CRGI’s divisions of each of the investment management entities collectively provide investment management services under the name “Capital Research Global Investors.” The address of each of such entities is 333 South Hope Street, 55th Fl., Los Angeles, CA 90071.

(4)    This information is based solely on the Schedule 13G filed with the SEC on February 9, 2024 on behalf of FMR LLC and Abigail P. Johnson. Consists of 5,424,750 Class A common shares held of record by FMR LLC. Abigail P. Johnson is a Director, the Chairman and the Chief Executive Officer of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act (“Fidelity Funds”), advised by Fidelity Management & Research Company LLC (“FMR Co. LLC”), a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds’ Boards of Trustees. FMR Co. LLC carries out the voting of the shares under written guidelines established by the Fidelity Funds’ Boards of Trustees. The address of each of such entities is c/o 245 Summer Street, Boston, MA 02210.

(5)    This information is based solely on the Schedule 13G filed with the SEC on April 23, 2025 on behalf of Blackrock, Inc. The address of such entity is 50 Hudson Yards, New York, NY 10001.

(6)    While these executive officers and directors do not own common shares in Patria Investments Limited directly, they own equity interests in Patria Holdings Limited. These executive officers and directors disclaim beneficial ownership of the shares held by Patria Holdings Limited except to the extent, if any, of their respective pecuniary interest therein.

(7)    While Mr. Benítez does not own common shares in Patria Investments Limited directly, he owns equity interests in Inversiones Sao Paulo SpA and Inversiones Puerto Aventura Limitada, which are shareholders of Patria Investments Limited. This information includes the 20,217 Class A Common Shares beneficially owned by Mr. Benítez since January 2024. Mr. Benítez disclaims beneficial ownership of the shares held by Inversiones Sao Paulo SpA and Inversiones Puerto Aventura Limitada except to the extent, if any, of his respective pecuniary interest therein. The address of such entities is Camino El Golf 1863 House 11, Zapallar, Valparaiso, Chile.

B.    Related Party Transactions

Partners’ Compensation

We made cash payments as compensation (excluding dividends) to our direct partners amounting to US$7.4 million, US$6.9 million and US$5.7 million in the years ended December 31, 2024, 2023 and 2022, respectively. Additionally, we paid to certain of our partners an aggregate amount of US$13.2 million as bonus compensation out of which US$ 7.8 million were paid in cash and US$ 6.2 million were paid in Class A common shares in the month of February 2025.

Carried Interest Allocation

Our senior managing directors and certain employees are entitled to receive 35% of the performance fee receivable from its investment funds through a carried interest vehicle, as they are its ultimate beneficial owner. See note 23(b) to our audited consolidated financial statements.

Deferred consideration

We entered into deferred consideration agreements with employees and management of the acquired businesses in exchange for their continued services. See note 21(b) to our audited consolidated financial statements.

Long-Term Incentive Plan

We introduced an equity incentive program to provide long-term incentives to certain employees, directors, and other eligible participants in exchange for their services. See “Item 6. Directors, Senior Management and Employees—B. Compensation—Long-Term Incentive Plan” for additional information.

Strategic Bonus

Our employees in Chile are beneficiaries of certain long-term bonuses as part of the compensation for their services. See note 15(b) to our audited consolidated financial statements.

Lease Commitments

Certain lease payments were made for various office premises, a portion of which were paid by Moneda to its related party entity excluded from the acquisition of Moneda. The lease with the related party entity, Moneda III SpA (beneficially owned by Moneda's former partners), commenced in 2021 for Moneda Asset Management SpA (“MAM I”), and Moneda Corredores de Bolsa Limitada (“MCB”). Commencing in 2022, Moneda S.A. Administradora General de Fondos ("MAGF"), entered into a lease contract with Moneda III SpA.

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Certain lease payments were made by Patria Investimentos Ltda. for office space leased in Brazil from Gestão e Transformação Infraestrutura, a service provider to portfolio companies managed by us.

For the lease payments made during years ended December 31, 2024, 2023 and 2022, see note 32(f) to our audited consolidated financial statements.

Long-term investments

We received shares on behalf of PBPE General Partner V, Ltd.’s investment fund PE V in Lavoro Agro Limited (“Lavoro”) at a price of US$3.50 per share for a total investment of approximately US$8.2 million. See note 12(b) to our audited consolidated financial statements.

Option arrangements

We entered into option arrangements with the non-controlling interest of Tria Comercializadora de Energía S.A. ("Tria") and PEVC I General Partner IV, Ltd. ("Igah IV") providing us with the option to acquire the remaining 33.33% in Tria and 57.07% in Igah IV. See note 21(d) to our audited consolidated financial statements.

Related Party Transaction Policy

In January 2021, we adopted a new related party transaction policy. Under our new related party transaction policy, certain related party transactions need to be approved by our board of directors or a designated committee thereof, which may include our audit committee.

Registration Rights Agreement

Moneda Shareholders Registration Rights Agreement

We entered into a registration rights agreement (the “Moneda Registration Rights Agreement”), with Inversiones Puerto Aventura Limitada, Inversiones Orobanca SpA, Inversiones Financieras S.A., Inversiones y Asesorías Santa Loreto Limitada, Asesorias e Inversiones Trialma Limitada, Inversiones Leprechaun SpA, Inversiones Lircay SpA, Asesorias e Inversiones Moraleja SpA, Jadresic Asesorias e Inversiones SpA, Asesorias e Inversiones IOU Limitada, Inversiones Ronin 2 Limitada, Inversiones Oropax and Inversiones VA SpA (the “Moneda Shareholders”) that provides the Moneda Shareholders with a specified number of “demand” registration rights and customary “piggyback” registration rights.

Subject to restrictions on transfer of their shares pursuant to the pledge, security, control and lock-up agreement entered by and between us and each of the Moneda Shareholders, and subject to several exceptions, including our right to defer a request of registration under certain circumstances, the Moneda Shareholders may require that we file short-form registration forms, on Form F-3 or any comparable or successor form, providing for the registration of, and the sale on a continuous or delayed basis of, the Registrable Securities (as defined in the Moneda Registration Rights Agreement) held by such requesting Moneda Shareholder so long as the securities requested to be registered in each short-form registration have an aggregate estimated market value of at least US$25 million.

If we propose to register the sale of any of our securities under the Securities Act for our own account or the account of any other holder (excluding any securities to be registered on a short-term registration statement filed solely to effect a block sale, on Form S-8 relating to shares issued in connection with an employee benefit plan or Form F-4 relating to shares issued in connection with any transaction), our Moneda Shareholders are entitled to a notice of such registration and to request that we include their Registrable Securities for resale on such registration statement, and we are required, subject to certain exceptions, to include such Registrable Securities in such registration statement.

In connection with the transfer of their Registrable Securities, the parties to the Moneda Registration Rights Agreement may assign certain of their respective rights under the Moneda Registration Rights Agreement under certain circumstances. We will pay certain expenses in connection with a registration proposed by us of the sale of any of our securities under the Securities Act for our own account or the account of any other holder. In case of a short-form registration requested by Moneda Shareholders, the expenses will be borne severally and not jointly, pro rata, by the selling Moneda Shareholders and other selling holders. Furthermore, in connection with the registrations described above, we will indemnify any selling shareholders against certain liabilities, subject to certain restrictions, and the selling shareholders will indemnify us against certain liabilities, subject to certain restrictions.

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Indemnification Agreements

We entered into indemnification agreements with our directors and executive officers in connection with our initial public offering. The indemnification agreements and our Articles of Association require us to indemnify our directors and executive officers to the fullest extent permitted by law.

C.    Interests of Experts and Counsel

Not applicable.

ITEM 8. FINANCIAL INFORMATION

A.    Consolidated Statements and Other Financial Information

Dividends and Dividend Policy

The payment of dividends is within the discretion of our board of directors at such times. Accordingly, if we decide to pay dividends, the form, frequency and the amount of any distributions will depend on many factors such as our results of operations, financial condition, cash requirements, prospects and other factors deemed relevant by our board of directors and, where applicable, our shareholders. See “Item 3. Key Information—D. Risk Factors—Certain Factors Relating to Our Class A Common Shares—We intend to pay dividends to holders of our common shares but our ability to do so is subject to our results of operations, distributable reserves and solvency requirements; we are not required to pay dividends on our common shares and holders of our common shares have no recourse if dividends are not paid.” For further information on dividends, see “Item 10. Additional Information—B. Memorandum and Articles of Association—Dividends and Capitalization of Profits.”

In the years ended December 31, 2024, 2023 and 2022, dividends paid to our shareholders were US$132.4 million, US$145.1 million and US$103.3 million, respectively. Prior to our IPO, dividends were paid on a disproportional basis using a predetermined formula that considers adjusted net income and other adjustments agreed to by the shareholders in the Shareholders’ Agreement valid at that time. For the period ended December 31, 2023 and 2024, dividends were declared and paid to shareholders on a pro rata basis. See “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Shareholders’ Agreement.”

A cash dividend of US$0.15 per share for the quarter ended December 31, 2024, was declared by the Board to record holders of our common shares at the close of business on February 25, 2025. The dividend to the total value of US$23.6 million was paid on March 17, 2025.

In 2024, we implemented several important changes to our dividend capital management policy to enhance our capital flexibility with which to fund our growth, including acquisitions, and long-term shareholder returns. Starting with the second quarter of 2024 dividend, we transitioned from a variable quarterly dividend policy of 85% of Distributable Earnings to a fixed quarterly dividend of U$0.15 per share, subject to annual review and adjustments as determined by our board of directors to be necessary or appropriate to provide for the conduct of our business, to make appropriate investments in our business and funds, to comply with applicable law, any of our debt instruments or other agreements, or to provide for future cash requirements such as tax-related payments, clawback obligations and dividends to shareholders for any ensuing quarter. The dividend amount could also be adjusted upwards or downwards. All of the foregoing is subject to the further qualification that the declaration and payment of any dividends are at the sole discretion of our board of directors and our board of directors may change our dividend policy at any time, including, without limitation, to reduce such dividends or even to eliminate such dividends entirely.

In addition, we instituted a share repurchase plan of up to 1.8 million shares through June 2025, announced our intention to use repurchases to mitigate the impact of compensation-based share issuance overtime, and announced our plan to use Performance Related Earnings to fund acquisitions and/or repay acquisition related debt.

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Our ability to make dividends to our shareholders will depend on a number of factors, including among others general economic and business conditions, our strategic plans and prospects, our business and investment opportunities, our financial condition and operating results, including the timing and extent of our realizations, working capital requirements and anticipated cash needs, contractual restrictions and obligations including fulfilling our current and future capital commitments, legal, tax and regulatory restrictions, restrictions and other implications on the payment of dividends by us to holders of our common shares or payment of distributions by our subsidiaries to us and such other factors as our board of directors may deem relevant. Our ability to pay dividends is also subject to the availability of lawful funds therefore as determined in accordance with applicable law.

For more information on Distributable Earnings, see “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Non-GAAP Financial Measures and Reconciliations—Distributable Earnings (DE).”

Certain Cayman Islands Legal Requirements Related to Dividends

Under the Companies Act and our Articles of Association, a Cayman Islands company may pay a dividend out of either its profit or share premium account, but a dividend may not be paid if this would result in the company being unable to pay its debts as they fall due in the ordinary course of business. According to our Articles of Association, dividends can be declared and paid out of funds lawfully available to us, which include the share premium account. Dividends, if any, would be paid in proportion to the number of common shares a shareholder holds. For further information, see “Item 10. Additional Information—E. Taxation—Cayman Islands Tax Considerations.”

Any dividends we declare on our common shares will be in respect of our Class A and Class B common shares, and will be distributed such that a holder of one of our Class B common shares will receive the same amount of the dividends that are received by a holder of one of our Class A common shares. We will not declare any dividend with respect to the Class A common shares without declaring a dividend on the Class B common shares, and vice versa.

We are a holding company and have no material assets other than our direct and indirect ownership of our operating subsidiaries. If we were to distribute a dividend at some point in the future, we would cause the operating subsidiaries to make distributions to us in an amount sufficient to cover any such dividends to the extent permitted by our subsidiaries’ financing agreements, if any.

Legal Proceedings

From time to time, we are involved in disputes that arise in the ordinary course of our business. Our business is also subject to extensive regulation, which may result in regulatory proceedings against us. See “Item 3. Key Information—D. Risk Factors—Extensive regulation of our business affects our activities and created the potential for significant liabilities and penalties. The possibility of increased regulatory focus could result in additional burdens on our business.” Any claims against us, whether meritorious or not, can be time consuming, result in costly litigation, require significant management time and result in the diversion of significant operational resources.

We recognize provisions for legal proceedings in our financial statements, in accordance with our management’s assessment and applicable accounting rules, when we are advised by independent outside counsel that (1) it is probable that an outflow of resources will be required to settle the obligation, and (2) a reliable estimate can be made of the amount of the obligation. The assessment of the likelihood of loss includes analysis by outside counsel of available evidence, the hierarchy of laws, available case law, recent court rulings and their relevance in the legal system. Our provisions for probable losses, if any, arising from these matters are estimated and periodically adjusted by management. In making these adjustments our management relies on the opinions of our external legal advisors.

As of December 31, 2024, we have not been directly involved in lawsuits for which the possibility of loss was probable. Therefore, no provision was recorded pursuant to IAS 37 (provisions, contingent liabilities, and contingent assets). However, legal proceedings are inherently unpredictable and subject to significant uncertainties. If one or more cases were to result in a judgment against us in any reporting period for amounts that exceeded our management’s expectations, the impact on our operating results or financial condition for that reporting period could be material.

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Civil Matters

As of December 31, 2024, we were party to four legal proceedings of a civil nature: (i) two civil proceedings were related to collection lawsuits filed by third parties seeking our joint liability for the acts of certain of our service providers and portfolio companies; (ii) one commercial dispute involving a group of investors seeking indemnification for alleged damages; and (iii) one commercial dispute filed by third parties seeking our joint liability in connection with the termination of a share purchase and sale agreement and other covenants entered into by a portfolio company of one of the funds managed by ourselves.

The aggregate estimated amount in connection with these proceedings is approximately US$73.1 million (R$452.5 million), for which no provisions have been made. We believe these proceedings are unlikely to have a material adverse impact on our operational results or financial condition.

Labor Matters

As of December 31, 2024, we were party to five labor-related proceedings. The cases primarily involve labor claims of third parties’ employees seeking our joint and several liability for the acts of our service providers and portfolio companies.

The principal claims involved in these labor suits relate to overtime, salary equalization termination fees, and indemnities based on Brazilian labor laws. The aggregate estimated amount in connection with these proceedings is approximately US$0.2 million (R$1 million), for which no provisions have been made. We believe these proceedings are unlikely to have a material adverse impact, on our operational results or financial condition.

Tax Matters

As of December 31, 2024, we were involved in nine administrative or judicial proceedings with a risk of loss evaluated by our external counsels as either remote or possible, for which we recorded no provision, since based on the advice of our external counsels, none of these cases was evaluated as a probable loss. We believe these proceedings are unlikely to have a material adverse impact, individually or in the aggregate, on our operational results or financial condition. See note 19 to our consolidated financial statements included elsewhere in this annual report.

The following is a summary of our most significant tax proceedings with a risk of loss evaluated by our external counsels as possible:

•On December 16, 2019, the Brazilian Federal Revenue Service issued a tax assessment notice against one of our subsidiaries (Patria Investimentos Ltda.), to demand the collection of Social Integration Program (“PIS”), and Social Security Financing Contribution (“COFINS”), allegedly due on exported financial advice and consultancy services to Patria Finance Limited in 2015 and 2016. An aggravated penalty of 150% was applied in connection with a supposed fraud and sham allegation and certain executive directors were also deemed jointly liable in connection with such allegations. The administrative court has not yet issued a final decision in regard to this administrative proceeding. As of December 31, 2024, the estimated value involved in this proceeding was US$5.5 million (R$34.1 million). Based on the advice of our external counsel, we believe that the risk of loss in this proceeding is possible, and no provision had to be recorded.

•On December 16, 2019, the Brazilian Federal Revenue Service also issued a tax claim against one of our subsidiaries (Patria Investimentos Ltda.), to demand the collection of social security contributions on profit sharing program payments and signing bonus in 2015 and 2016. We filed our defense and a decision by the administrative court is currently pending. As of December 31, 2024, the estimated amount involved in this proceeding was US$2.1 million (R$13 million). Based on the advice of our external counsel, we believe that the risk of loss in this proceeding is possible, and no provision had to be recorded.

•In 2017, 2018 and 2022, the Municipality of São Paulo filed administrative proceedings against one of our subsidiaries (Patria Investimentos Ltda.), questioning the exemption of municipal tax over services (“ISS”). The Municipality of São Paulo obtained favorable administrative decisions and, in light of the outcome of the administrative proceedings, our subsidiaries filed legal proceedings to revert the administrative decisions.As of December 31, 2024, our external legal counsel assessed the risk of loss relating to these lawsuits as possible and evaluated the potential loss in an aggregated amount of US$10 million (R$62 million). On June 28, 2024, the subsidiary agreed to the Tax Settlement Program ("PPI"), and all the related tax enforcement proceedings are currently in the process of being closed.

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•On April 2, 2025, Platam Investments Brazil Ltda. (“Platam”) received a new Notice of Infraction questioning non-payment of ISS. The aggregated amount involved in this proceeding is approximately US$1.0 million (R$6.1 million). The infraction period covers fiscal years 2022 and 2023. Based on the advice from our external counsel, the risk of loss in this proceeding is possible.

The Brazilian Federal Revenue Service has been reviewing and questioning the prevailing nonresident investment company structures used by the private equity industry for investments in Brazil. In connection with this review a tax claim was issued against the financial institution that acted as a legal representative for nonresident entities who invested in the Brazilian markets, including nonresident investment vehicles managed by certain of our affiliates that invested part of their holdings in Brazilian incorporated funds managed by certain of our affiliates. According to the Brazilian Federal Revenue Service, although previously understood to be exempt from income taxes, the financial institution should have withheld and collected withholding income tax on distributions made to such nonresident vehicles for which it acted as legal representative. Because such nonresident entities invested part of their holdings in Brazilian incorporated funds managed by certain of our affiliates, one of our subsidiaries (Patria Investimentos Ltda.) was viewed as jointly liable for the payment of the underlying withholding income tax, together with fines and interest. The administrative proceeding was concluded with a final decision favorable to all parties. In June 2024 the decision became final and unappealable. As a result, the tax assessment was canceled and the proceeding was formally closed.

The Brazilian Federal Revenue Service issued a tax claim against one of the Brazilian portfolio companies held by one of our funds, demanding the withholding income tax on the capital return to its shareholders, due to the fact that such remittances were considered simulated. In this sense, one of our subsidiaries (Patria Investimentos Ltda.) was deemed jointly liable as the legal representative of the investment funds that received such payments, as shareholders of the portfolio company. In July 2024 the administrative proceeding excluded Patria Investimentos Ltda. from the tax assessment. The case remains under review with respect to the other parties involved.

In 2024, the federal tax authorities issued an infraction notice against the administrator of a certain investment fund managed by our subsidiary Pátria Investimentos Ltda. According to the understanding of the Brazilian Federal Revenue Service, the investment structure did not meet the requirements set forth in Law No. 11.312 of June 27, 2006. Since Pátria Investimentos Ltda. was the manager of the fund administered by a third-party company, the Brazilian Federal Revenue Service indicated that Pátria Investimentos Ltda. would be jointly liable, under the terms of Article 124, I, of the National Tax Code. To date, no final decision has been made in the administrative proceeding. We note the infraction notice does not claim any amounts directly from Pátria Investimentos Ltda., but rather from the administrator of the fund managed by Pátria Investimentos Ltda., which is legally responsible for the withholding income tax liabilities eventually arising from the remittance of income to non-resident investors. The proceeding is under seal. Based on the advice of our external counsel, we believe that the risk of loss in this proceeding is remote, and no provision has been recorded.

B.    Significant Changes

None.

ITEM 9. THE OFFER AND LISTING

A.    Offer and Listing Details

Not applicable.

B.    Plan of Distribution

Not applicable.

C.    Markets

On January 26, 2021, we completed our initial public offering. Our common shares have been listed on the Nasdaq Global Select Market since January 22, 2021 under the symbol “PAX.”

D.    Selling Shareholders

Not applicable.

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E.    Dilution

Not applicable.

F.    Expenses of the Issue

Not applicable.

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ITEM 10. ADDITIONAL INFORMATION

A.    Share Capital

Not applicable.

B.    Memorandum and Articles of Association

General

Patria was incorporated in Bermuda on July 6, 2007 as a limited liability exempted company and changed the jurisdiction of its incorporation to the Cayman Islands on October 12, 2020, registering by way of continuation as a Cayman Islands exempted company with limited liability duly registered with the Cayman Islands Registrar of Companies. Our corporate purposes are unrestricted and we have the authority to carry out any object not prohibited by any law as provided by Section 7(4) of the Companies Act.

Our affairs are governed principally by: (1) our Memorandum and Articles of Association; (2) the Companies Act; and (3) the common law of the Cayman Islands. As provided in our Articles of Association, subject to Cayman Islands law, we have full capacity to carry on or undertake any business or activity, do any act or enter into any transaction, and, for such purposes, full rights, powers and privileges. Our registered office is at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.

Our shareholders adopted the Memorandum and Articles of Association included as Exhibit 3.1 to the Amendment No. 2 to our registration statement on Form F-1 (File No. 333-251823), filed with the SEC on January 14, 2021.

Our Memorandum and Articles of Association authorize the issuance of up to US$100,000, consisting of 1,000,000,000 shares of par value US$0.0001. Of those authorized shares, (1) 500,000,000 are designated as Class A common shares, (2) 250,000,000 are designated as Class B common shares, and (3) 250,000,000 are as yet undesignated and may be issued as common shares or shares with preferred rights. As of March 31, 2025, 65,129,962 Class A common shares and 92,945,430 Class B common shares of our authorized share capital were issued, fully paid and outstanding.

Our Class A common shares are listed on the Nasdaq under the symbol “PAX.”

Initial settlement of our Class A common shares took place on the closing date of our initial public offering through The Depository Trust Company (“DTC”), in accordance with its customary settlement procedures for equity securities. Each person owning Class A common shares held through DTC must rely on the procedures thereof and on institutions that have accounts therewith to exercise any rights of a holder of the Class A common shares. Persons wishing to obtain certificates for their Class A common shares must make arrangements with DTC.

The following is a summary of the material provisions of our authorized share capital and our Articles of Association.

The Memorandum and Articles of Association authorize two classes of common shares: Class A common shares, which are entitled to one vote per share, and Class B common shares, which are entitled to 10 votes per share and to maintain a proportional ownership interest in the event that additional Class A common shares are issued. Any holder of Class B common shares may convert his or her shares at any time into Class A common shares on a share-for-share basis. The rights of the two classes of common shares are otherwise identical, except as described below. The implementation of this dual class structure was required by Patria Holdings, one of our existing shareholders, as a condition of undertaking an initial public offering of our common shares. See “—Anti-Takeover Provisions in Our Articles of Association—Two Classes of Common Shares.”

At the date of this annual report, Patria’s total authorized share capital was US$100,000, divided into 1,000,000,000 shares par value US$0.0001 each, of which:

•500,000,000 shares are designated as Class A common shares; and

•250,000,000 shares are designated as Class B common shares.

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The remaining 250,000,000 authorized but unissued shares are presently undesignated and may be issued by our board of directors as common shares of any class or as shares with preferred, deferred or other special rights or restrictions in accordance with the Memorandum and Articles of Association.

As of March 31, 2025, we had a total issued share capital of US$15,807, divided into 158,075,392 common shares. Those common shares are divided into 65,129,962 Class A common shares and 92,945,430 Class B common shares.

Treasury Stock

At the date of this annual report, Patria has no shares in treasury.

Issuance of Shares

Except as expressly provided in Patria’s Articles of Association, the board of directors has general and unconditional authority to allot, grant options over, offer or otherwise deal with or dispose of any unissued shares in the Company’s capital without the approval of our shareholders (whether forming part of the original or any increase in issued share capital), either at a premium or at par, with or without preferred, deferred or other special rights or restrictions, whether relating to dividend, voting, return of capital or otherwise and to such persons, on such terms and conditions, and at such times as the directors may decide, but so that no share shall be issued at a discount, except in accordance with the provisions of the Companies Act. In accordance with its Articles of Association, Patria shall not issue bearer shares.

Patria’s Articles of Association provide that at any time there are Class A common shares in issue, additional Class B common shares may only be issued pursuant to (1) a share split, subdivision of shares or similar transaction or where a dividend or other distribution is paid by the issue of shares or rights to acquire shares or following capitalization of profits, (2) a merger, consolidation, or other business combination involving the issuance of Class B common shares as full or partial consideration, or (3) an issuance of Class A common shares, whereby holders of the Class B common shares are entitled to purchase a number of Class B common shares that would allow them to maintain their proportional ownership interests in Patria (following an offer by Patria to each holder of Class B common shares to issue to such holder, upon the same economic terms and at the same price, such number of Class B common shares as would ensure such holder may maintain a proportional ownership interest in Patria pursuant to Patria’s Articles of Association). In light of: (a) the above provisions; (b) the fact that future transfers by holders of Class B common shares will generally result in those shares converting to Class A common shares, subject to limited exceptions as provided in the Articles of Association; and (c) the ten-to-one voting ratio between our Class B common shares and Class A common shares means that holders of our Class B common shares will in many situations continue to maintain control of all matters requiring shareholder approval. This concentration of ownership and voting power will limit or preclude your ability to influence corporate matters for the foreseeable future. For more information see “—Preemptive or Similar Rights.”

Patria’s Articles of Association also provide that the issuance of non-voting common shares requires the affirmative vote of a majority of the then-outstanding Class A common shares.

Fiscal Year

Patria’s fiscal year begins on January 1 of each year and ends on December 31 of the same year.

Voting Rights

The holders of the Class A common shares and Class B common shares have identical rights, except that (1) the holder of Class B common shares is entitled to 10 votes per share, whereas holders of Class A common shares are entitled to one vote per share, (2) Class B common shares have certain conversion rights and (3) the holder of Class B common shares is entitled to maintain a proportional ownership interest in the event that additional Class A common shares are issued. For more information see “—Preemptive or Similar Rights” and “—Conversion.” The holders of Class A common shares and Class B common shares vote together as a single class on all matters (including the election of directors) submitted to a vote of shareholders, except as provided below and as otherwise required by law.

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Patria’s Articles of Association provide as follows regarding the respective rights of holders of Class A common shares and Class B common shares:

•class consents from the holders of Class A common shares or Class B common shares, as applicable, shall be required for any variation to the rights attached to their respective class of shares, however, the directors may treat any two or more classes of shares as forming one class if they consider that all such classes would be affected in the same way by the proposal;

•the rights conferred on holders of Class A common shares shall not be deemed to be varied by the creation or issue of further Class B common shares and vice versa; and

•the rights attaching to the Class A common shares and the Class B common shares shall not be deemed to be varied by the creation or issue of shares with preferred or other rights, including, without limitation, shares with enhanced or weighted voting rights.

As set forth in the Articles of Association, the holders of Class A common shares and Class B common shares, respectively, do not have the right to vote separately if the number of authorized shares of such class is increased or decreased. Rather, the number of authorized Class A common shares and Class B common shares may be increased or decreased (but not below the number of shares of such class then outstanding) by the affirmative vote of the holders of a majority of the voting power of the issued and outstanding Class A common shares and Class B common shares, voting together in a general meeting

Preemptive or Similar Rights

The Class A common shares and Class B common shares are not entitled to preemptive rights upon transfer and are not subject to conversion (except as described below under “—Conversion”), redemption or sinking fund provisions.

The Class B common shares are entitled to maintain a proportional ownership interest in the event that additional Class A common shares are issued. As such, except for certain exceptions, including the issuance of Class A common shares in furtherance of our initial public offering, if Patria issues Class A common shares, it must first make an offer to each holder of Class B common shares to issue to such holder on the same economic terms such number of Class B common shares as would ensure such holder may maintain a proportional ownership interest in Patria. This right to maintain a proportional ownership interest may be waived by a majority of the holders of Class B common shares.

Conversion

The outstanding Class B common shares are convertible at any time as follows: (1) at the option of the holder, a Class B common share may be converted at any time into one Class A common share or (2) upon the election of the holders of a majority of the then-outstanding Class B common shares, all outstanding Class B common shares may be converted into a like number of Class A common shares. In addition, each Class B common share will convert automatically into one Class A common share upon any transfer, whether or not for value, except for certain transfers described in the Articles of Association, including transfers to affiliates, transfers to and between trusts solely for the benefit of the shareholder or its affiliates, and partnerships, corporations and other entities exclusively owned by the shareholder or its affiliates. Furthermore, each Class B common share will convert automatically into one Class A common share and no Class B common shares will be issued thereafter if, at any time, the total voting power of the issued and outstanding Class B common shares is less than 10% of the total voting power of shares outstanding.

No class of Patria’s common shares may be subdivided or combined unless the other class of common shares is concurrently subdivided or combined in the same proportion and in the same manner.

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Equal Status

Except as expressly provided in Patria’s Articles of Association, Class A common shares and Class B common shares have the same rights and privileges and rank equally, share ratably and are identical in all respects as to all matters. In the event of any merger, consolidation, scheme, arrangement or other business combination requiring the approval of our shareholders entitled to vote thereon (whether or not Patria is the surviving entity), the holders of Class A common shares shall have the right to receive, or the right to elect to receive, the same form of consideration as the holders of Class B common shares, and the holders of Class A common shares shall have the right to receive, or the right to elect to receive, at least the same amount of consideration on a per share basis as the holders of Class B common shares. In the event of any (1) tender or exchange offer to acquire any Class A common shares or Class B common shares by any third party pursuant to an agreement to which Patria is a party, or (2) any tender or exchange offer by Patria to acquire any Class A common shares or Class B common shares, the holders of Class A common shares shall have the right to receive, or the right to elect to receive, the same form of consideration as the holders of Class B common shares, and the holders of Class A common shares shall have the right to receive, or the right to elect to receive, at least the same amount of consideration on a per share basis as the holders of Class B common shares.

Record Dates

For the purpose of determining shareholders entitled to notice of, or to vote at, any general meeting of shareholders or any adjournment thereof, or shareholders entitled to receive dividend or other distribution payments, or in order to make a determination of shareholders for any other purpose, Patria’s board of directors may set a record date which shall not exceed forty (40) clear days prior to the date where the determination will be made.

General Meetings of Shareholders

As a condition of admission to a shareholders’ meeting, a shareholder must be duly registered as a shareholder of Patria at the applicable record date for that meeting and, in order to vote, all calls or installments then payable by such shareholder to Patria in respect of the shares that such shareholder holds must have been paid.

Subject to any special rights or restrictions as to voting then attached to any shares, at any general meeting, every shareholder who is present in person or by proxy (or, in the case of a shareholder being a corporation, by its duly authorized representative not being himself or herself a shareholder entitled to vote) shall have one vote per Class A common share and 10 votes per Class B common share.

As a Cayman Islands exempted company, Patria is not obliged by the Companies Act to call annual general meetings; however, the Articles of Association provide that in each year the Company will hold an annual general meeting of shareholders, at a time determined by the board of directors. For the annual general meeting of shareholders the agenda will include, among other things, the presentation of the annual accounts and the report of the directors. In addition, the agenda for an annual general meeting of shareholders will only include such items as have been included therein by the board of directors.

Also, Patria may, but is not required to (unless required by the laws of the Cayman Islands), hold other extraordinary general meetings during the year. General meetings of shareholders are generally expected to take place in São Paulo, Brazil, but may be held elsewhere if the directors so decide.

The Companies Act provides shareholders a limited right to request a general meeting, and does not provide shareholders with any right to put any proposal before a general meeting in default of a company’s Articles of Association. However, these rights may be provided in a company’s Articles of Association. Patria’s Articles of Association provide that upon the requisition of one or more shareholders representing not less than one-third of the voting rights entitled to vote at general meetings, the board will convene an extraordinary general meeting and put the resolutions so requisitioned to a vote at such meeting. The Articles of Association provide no other right to put any proposals before annual general meetings or extraordinary general meetings.

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Subject to regulatory requirements, the annual general meeting and any extraordinary general meetings must be called by not less than ten (10) clear days’ notice prior to the relevant shareholders meeting and convened by a notice discussed below. Alternatively, upon the prior consent of all holders entitled to receive notice, with regard to the annual general meeting, and the holders of 95% in par value of the shares entitled to attend and vote at an extraordinary general meeting, that meeting may be convened by a shorter notice and in a manner deemed appropriate by those holders.

Patria will give notice of each general meeting of shareholders by publication on its website and in any other manner that it may be required to follow in order to comply with Cayman Islands law, Nasdaq and SEC requirements. The holders of registered shares may be given notice of a shareholders’ meeting by means of letters sent to the addresses of those shareholders as registered in our shareholders’ register, or, subject to certain statutory requirements, by electronic means.

Holders whose shares are registered in the name of DTC or its nominee, which we expect will be the case for all holders of Class A common shares, will not be shareholders or members of the Company and must rely on the procedures of DTC regarding notice of shareholders’ meetings and the exercise of rights of a holder of the Class A common shares.

A quorum for a general meeting consists of any one or more persons holding or representing by proxy not less than one-third of the aggregate voting power of all shares in issue and entitled to vote upon the business to be transacted.

A resolution put to a vote at a general meeting shall be decided on a poll. An ordinary resolution to be passed by the shareholders at a general meeting requires the affirmative vote of a simple majority of the votes cast by, or on behalf of, the shareholders entitled to vote, present in person or by proxy and voting at the meeting. A special resolution requires the affirmative vote on a poll of no less than two-thirds of the votes cast by the shareholders entitled to vote who are present in person or by proxy at a general meeting. Both ordinary resolutions and special resolutions may also be passed by a unanimous written resolution signed by all the shareholders of our company, as permitted by the Companies Act and our Articles of Association.

Pursuant to Patria’s Articles of Association, general meetings of shareholders are to be chaired by the chairman of our board of directors or in his absence the vice-chairman of the board of directors. If the chairman or vice-chairman of our board of directors is absent, the directors present at the meeting shall appoint one of them to be chairman of the general meeting. If neither the chairman nor another director is present at the general meeting within 15 minutes after the time appointed for holding the meeting, the shareholders present in person or by proxy and entitled to vote may elect any one of the shareholders to be chairman. The order of business at each meeting shall be determined by the chairman of the meeting, and he or she shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts and things as are necessary or desirable for the proper conduct of the meeting, including, without limitation, the establishment of procedures for the maintenance of order and safety, limitations on the time allotted to questions or comments on the affairs of the Company, restrictions on entry to such meeting after the time prescribed for the commencement thereof, and the opening and closing of the polls.

Liquidation Rights

If Patria is voluntarily wound up, the liquidator, after taking into account and giving effect to the rights of preferred and secured creditors and to any agreement between Patria and any creditors that the claims of such creditors shall be subordinated or otherwise deferred to the claims of any other creditors and to any contractual rights of set-off or netting of claims between Patria and any person or persons (including without limitation any bilateral or any multilateral set-off or netting arrangements between the Company and any person or persons), and subject to any agreement between Patria and any person or persons to waive or limit the same, shall apply Patria’s property in satisfaction of its liabilities pari passu and subject thereto shall distribute the property amongst the shareholders according to their rights and interests in Patria.

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Changes to Capital

Pursuant to the Articles of Association, Patria may from time to time by ordinary resolution:

•increase its share capital by such sum, to be divided into shares of such amount, as the resolution shall prescribe;

•consolidate and divide all or any of its share capital into shares of a larger amount than its existing shares;

•convert all or any of its paid-up shares into stock and reconvert that stock into paid-up shares of any denomination;

•subdivide its existing shares or any of them into shares of a smaller amount, provided that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived; or

•cancel any shares which, at the date of the passing of the resolution, have not been issued or agreed to be issued to any person and diminish the amount of its share capital by the amount of the shares so canceled.

Patria’s shareholders may by special resolution, subject to confirmation by the Grand Court of the Cayman Islands on an application by the Company for an order confirming such reduction, reduce its share capital or any capital redemption reserve in any manner permitted by law.

In addition, subject to the provisions of the Companies Act and our Articles of Association, Patria may:

•issue shares on terms that they are to be redeemed or are liable to be redeemed;

•purchase its own shares (including any redeemable shares); and

•make a payment in respect of the redemption or purchase of its own shares in any manner authorized by the Companies Act, including out of its own capital.

Transfer of Shares

Subject to any applicable restrictions set forth in the Articles of Association, any shareholder of Patria may transfer all or any of his or her common shares by an instrument of transfer in the usual or common form or in the form prescribed by the Nasdaq or any other form approved by Patria’s board of directors.

The Class A common shares sold in our initial public offering are traded on the Nasdaq in book-entry form and may be transferred in accordance with Patria’s Articles of Association and Nasdaq’s rules and regulations

However, Patria’s board of directors may, in its absolute discretion, decline to register any transfer of any common share which is either not fully paid up to a person of whom it does not approve or is issued under any share incentive scheme for employees which contains a transfer restriction that is still applicable to such common share. The board of directors may also decline to register any transfer of any common share unless:

•a fee of such maximum sum as the Nasdaq may determine to be payable or such lesser sum as the board of directors may from time to time require is paid to Patria in respect thereof;

•the instrument of transfer is lodged with Patria, accompanied by the certificate (if any) for the common shares to which it relates and such other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer;

•the instrument of transfer is in respect of only one class of shares;

•the instrument of transfer is properly stamped, if required;

•the common shares transferred are free of any lien in favor of Patria; and

•in the case of a transfer to joint holders, the transfer is not to more than four joint holders.

If the directors refuse to register a transfer, they are required, within two months after the date on which the instrument of transfer was lodged, to send to the transferee notice of such refusal.

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Share Repurchase

The Companies Act and the Articles of Association permit Patria to purchase its own shares, subject to certain restrictions. The board of directors may only exercise this power on behalf of Patria, subject to the Companies Act, the Articles of Association and to any applicable requirements imposed from time to time by the SEC, Nasdaq, or by any recognized stock exchange on which our securities are listed.

Dividends and Capitalization of Profits

Our intention is to pay to holders of Class A common shares dividends representing approximately a fixed quarterly dividend of US$0.15 per share, subject to annual review and subject to adjustment by amounts determined by our board of directors to be necessary or appropriate. The dividend amount could also be adjusted upwards or downwards. For more information on Distributable Earnings, see “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Non-GAAP Financial Measures and Reconciliations—Distributable Earnings (DE).” For more information on our dividend policy, see “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information.”

Subject to the Companies Act, Patria’s shareholders may, by ordinary resolution, declare dividends (including interim dividends) to be paid to shareholders, but no dividend shall be declared in excess of the amount recommended by the board of directors. The board of directors may also declare dividends. Dividends may be declared and paid out of funds lawfully available to Patria. Except as otherwise provided by the rights attached to shares and the Articles of Association of Patria, all dividends shall be paid in proportion to the number of Class A common shares or Class B common shares a shareholder holds at the date the dividend is declared (or such other date as may be set as a record date); but, (1) if any share is issued on terms providing that it shall rank for dividend as from a particular date, that share shall rank for dividend accordingly, and (2) where we have shares in issue which are not fully paid up (as to par value), we may pay dividends in proportion to the amounts paid up on each share.

The holders of Class A common shares and Class B common shares shall be entitled to share equally in any dividends that may be declared in respect of Patria’s common shares from time to time. In the event that a dividend is paid in the form of Class A common shares or Class B common shares, or rights to acquire Class A common shares or Class B common shares, (1) the holders of Class A common shares shall receive Class A common shares, or rights to acquire Class A common shares, as the case may be; and (2) the holder of Class B common shares shall receive Class B common shares, or rights to acquire Class B common shares, as the case may be.

Appointment, Disqualification and Removal of Directors

Patria is managed by its board of directors. The Articles of Association provide that, unless otherwise determined by a special resolution of shareholders, the board of directors will be composed of four to 11 directors, with the number being determined by a majority of the directors then in office. There are no provisions relating to retirement of directors upon reaching any age limit. The Articles of Association also provide that, while Patria’s shares are admitted to trading on Nasdaq, the board of directors must always comply with the residency and citizenship requirements of the U.S. securities laws applicable to foreign private issuers.

The Articles of Association provide that directors shall be elected by an ordinary resolution of our shareholders, which requires the affirmative vote of a simple majority of the votes cast on the resolution by the shareholders entitled to vote who are present, in person or by proxy, at the meeting. Each director shall be appointed and elected for such term as the resolution appointing him or her may determine or until his or her death, resignation or removal.

On October 1, 2010, we entered into a shareholders’ agreement (the “Shareholders’ Agreement”), with Patria Holdings Limited and Blackstone PAT Holdings IV, L.L.C. The Shareholders’ Agreement contains certain customary provisions, including the rights of Patria Holdings Limited and Blackstone PAT Holdings IV, L.L.C. to designate a certain number of the members of our board of directors. The Shareholders’ Agreement (including the board designation rights and Patria’s rights with respect to use of the Blackstone name) was terminated in connection with the completion of our initial public offering, except for certain provisions that survive in accordance with the terms of the Shareholders’ Agreement, including drag-along and tag-along rights.

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Our directors are Olimpio Matarazzo Neto, Peter Paul Lorenço Estermann, Alexandre Teixeira de Assumpção Saigh, Pablo Javier Echeverría Benítez, Sabrina Bridgett Foster, Jennifer Anne Collins and Glen George Wigney. Sabrina Bridgett Foster, Jennifer Anne Collins and Glen George Wigney are “independent” as that term is defined under the applicable rules and regulations of the SEC and the listing standards of Nasdaq. For more information on the current composition of our board of directors and our independent directors, see “Item 6. Directors, Senior Management and Employees—A. Directors and Senior Management.”

Any vacancies on the board of directors that arise other than upon the removal of a director by resolution passed at a general meeting can be filled by the remaining directors (notwithstanding that they may constitute less than a quorum). Any such appointment shall be as an interim director to fill such vacancy until the next annual general meeting of shareholders.

Additions to the existing board (within the limits set pursuant to the Articles of Association) may be made by ordinary resolution of the shareholders.

Since the completion of our initial public offering, our board of directors has in place an audit committee. See “Item 6. Directors, Senior Management and Employees—C. Board Practices—Audit Committee.”

Grounds for Removing a Director

A director may be removed with or without cause by ordinary resolution. The notice of general meeting must contain a statement of the intention to remove the director and must be served on the director not less than 10 calendar days before the meeting. The director is entitled to attend the meeting and be heard on the motion for his or her removal.

The office of a director will be vacated automatically if he or she (1) becomes prohibited by law from being a director, (2) becomes bankrupt or makes an arrangement or composition with his creditors, (3) dies or is in the opinion of all his or her co-directors, incapable by reason of mental disorder of discharging his or her duties as director, (4) resigns his or her office by notice to us or (5) has for more than six months been absent without permission of the directors from meetings of the board of directors held during that period, and the remaining directors resolve that his or her office be vacated.

Proceedings of the Board of Directors

The Articles of Association provide that Patria’s business is to be managed and conducted by the board of directors. The quorum necessary for the board meeting shall be a simple majority of the directors then in office (subject to there being a minimum of two directors present) and business at any meeting shall be decided by a majority of votes. In the case of an equality of votes, the chairman shall have a casting vote.

Subject to the provisions of the Articles of Association, the board of directors may regulate its proceedings as they determine is appropriate. Board meetings shall be held at least once every calendar quarter and shall take place either in São Paulo, Brazil or at such other place as the directors may determine.

Subject to the provisions of the Articles of Association, to any directions given by ordinary resolution of the shareholders and the listing rules of the Nasdaq, the board of directors may from time to time at its discretion exercise all powers of Patria, including, subject to the Companies Act, the power to issue debentures, bonds and other securities of the Company, whether outright or as collateral security for any debt, liability or obligation of our company or of any third party.

Inspection of Books and Records

Holders of Patria shares will have no general right under Cayman Islands law to inspect or obtain copies of the list of shareholders or corporate records of the Company. However, the board of directors may determine from time to time whether and to what extent Patria’s accounting records and books shall be open to inspection by shareholders who are not members of the board of directors. Notwithstanding the above, the Articles of Association provide shareholders with the right to receive annual financial statements. Such right to receive annual financial statements may be satisfied by publishing the same on the Company’s website or filing such annual reports as we are required to file with the SEC.

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Register of Shareholders

The Class A common shares offered in our initial public offering are held through DTC, and DTC or Cede & Co., as nominee for DTC, is recorded in the shareholders’ register as the holder of our Class A common shares.

Under Cayman Islands law, Patria must keep a register of shareholders that includes:

•the names and addresses of the shareholders, a statement of the shares held by each member, and of the amount paid or agreed to be considered as paid, on the shares of each member;

•whether voting rights attach to the shares in issue;

•the date on which the name of any person was entered on the register as a member; and

•the date on which any person ceased to be a member.

Under Cayman Islands law, the register of shareholders of Patria is prima facie evidence of the matters set out therein (i.e., the register of shareholders will raise a presumption of fact on the matters referred to above unless rebutted) and a shareholder registered in the register of shareholders is deemed as a matter of Cayman Islands law to have prima facie legal title to the shares as set against his or her name in the register of shareholders. Upon the completion of our initial public offering, our register of shareholders was updated to record and give effect to the issuance of new Class A common shares in our initial public offering. The shareholders recorded in the register of shareholders should be deemed to have legal title to the shares set against their name.

If the name of any person is incorrectly entered in or omitted from the register of shareholders, or if there is any default or unnecessary delay in entering on the register the fact of any person having ceased to be a shareholder of Patria, the person or member aggrieved (or any shareholder of Patria, or Patria itself) may apply to the Cayman Islands Grand Court for an order that the register be rectified, and the court may either refuse such application or it may, if satisfied of the justice of the case, make an order for the rectification of the register.

Exempted Company

Patria is an exempted company with limited liability under the Companies Act. The Companies Act distinguishes between ordinary resident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company are essentially the same as for an ordinary company except for the exemptions and privileges listed below

•an exempted company does not have to file information related to its shareholders with the Registrar of Companies;

•an exempted company’s register of shareholders is not open to inspection;

•an exempted company does not have to hold an annual general meeting;

•an exempted company may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance);

•an exempted company may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;

•an exempted company may register as a limited duration company; and

•an exempted company may register as a segregated portfolio company.

“Limited liability” means that the liability of each shareholder is limited to the amount unpaid by the shareholder on the shares of the company (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).

Upon the closing of our initial public offering, Patria became subject to reporting and other informational requirements of the Exchange Act, as applicable to foreign private issuers. Except as otherwise disclosed in this annual report, Patria intends to continue to comply with the Nasdaq rules in lieu of following home country practice.

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Anti-Takeover Provisions in Our Articles of Association

Some provisions of the Articles of Association may discourage, delay or prevent a change in control of Patria or management that shareholders may consider favorable. In particular, the capital structure of Patria concentrates ownership of voting rights in the hands of Patria Holdings. These provisions, which are summarized below, are expected to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of Patria to first negotiate with the board of directors. However, these provisions could also have the effect of discouraging others from attempting hostile takeovers and, as a consequence, they may also inhibit temporary fluctuations in the market price of the Class A common shares that often result from actual or rumored hostile takeover attempts. These provisions may also have the effect of preventing changes in the management of Patria. It is possible that these provisions could make it more difficult to accomplish transactions that shareholders may otherwise deem to be in their best interests

Two Classes of Common Shares

The Class B common shares of Patria are entitled to 10 votes per share, while the Class A common shares are entitled to one vote per share. Since Patria Holdings beneficially owns all the Class B common shares, Patria Holdings has the ability to elect a majority of the members of our board of directors and to determine the outcome of most matters submitted for a vote of shareholders. This concentrated voting control could discourage others from initiating any potential merger, takeover, or other change of control transaction that other shareholders may view as beneficial.

So long as Patria Holdings has the ability to determine the outcome of most matters submitted to a vote of shareholders, third parties may be deterred in their willingness to make an unsolicited merger, takeover or other change of control proposal, or to engage in a proxy contest for the election of directors. As a result, the fact that Patria has two classes of common shares may have the effect of depriving you as a holder of Class A common shares of an opportunity to sell your Class A common shares at a premium over prevailing market prices and make it more difficult to replace the directors and management of Patria.

Preferred Shares

Patria’s board of directors is given wide powers to issue one or more classes or series of shares with preferred rights. Such preferences may include, for example, dividend rights, conversion rights, redemption privileges, enhanced voting powers and liquidation preferences.

Despite the anti-takeover provisions described above, under Cayman Islands law, Patria’s board of directors may only exercise the rights and powers granted to them under the Articles of Association, for a proper purpose and for what they believe in good faith to be in the best interests of Patria.

Protection of Non-Controlling Shareholders

The Grand Court of the Cayman Islands may, on the application of shareholders holding not less than one-fifth of the shares of Patria in issue, appoint an inspector to examine the Company’s affairs and report thereon in a manner as the Grand Court shall direct.

Subject to the provisions of the Companies Act, any shareholder may petition the Grand Court of the Cayman Islands, which may make a winding-up order, if the court is of the opinion that this winding-up is just and equitable.

Notwithstanding the U.S. securities laws and regulations that are applicable to Patria, general corporate claims against Patria by its shareholders must, as a general rule, be based on the general laws of contract or tort applicable in the Cayman Islands or their individual rights as shareholders as established by Patria’s Articles of Association.

The Cayman Islands courts ordinarily would be expected to follow English case law precedents, which permit a minority shareholder to commence a representative action against Patria, or derivative actions in Patria’s name, to challenge (1) an act which is ultra vires or illegal, (2) an act which constitutes a fraud against the minority and the wrongdoers themselves control Patria, and (3) an irregularity in the passing of a resolution that requires a qualified (or special) majority.

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Registration Rights and Restrictions on Transfer

See “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Registration Rights Agreement.”

Subject to the lock-up agreements described below, in general, shareholders that are our affiliates are able to sell their shares in the public market from time to time without registering them, subject to certain limitations on the timing, amount and method of those sales imposed by regulations promulgated by the SEC. Furthermore, we entered into a registration rights agreement (the “Moneda Registration Rights Agreement”), with certain former shareholders of Moneda (the “Moneda Shareholders”) that provides the Moneda Shareholders with a specified number of “demand” registration rights and customary “piggyback” registration rights. See “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Registration Rights Agreement.”

Each Moneda Shareholder entered into a pledge, security, control and lock-up agreement with us (the “Moneda Lock-Up Agreement”) that restrict them from (1)(A) offering, pledging, assigning, selling or otherwise disposing any shares, (B) publicly disclosing the intention to make any offer, pledge, assignment, sale, loan, conversion or disposition or (C) converting any such Class B common shares into Class A common shares, (2) entering into any derivative transaction, swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership, in whole or in part, directly or indirectly, of such shares, or (3) making any demand for the registration of any shares; held by such persons during the period beginning on the closing date of the Moneda acquisition and, provided that the fifth anniversary of the closing date has occurred, ending on the earlier of (a) the date on which the Moneda Shareholder ceases to be employed by Patria or any of its affiliates, including any Moneda entity, and (b) the 60th day after the expiration of the relevant tax statute of limitations, with respect to 50% of the relevant collateral shares.

In addition, each of Patria Holdings’ shareholders (which include entities beneficially owned by our Founders and certain of our directors and executive officers) agreed to lock-up restrictions that restrict them from selling their shares in Patria Holdings for a period of five years from the consummation of our initial public offering, except for lock-up restrictions applicable to shares beneficially owned by Mr. Otavio Lopes Castello Branco Neto, which terminate in 2024. Any exception to these restrictions would require an amendment or waiver of such limitations among the shareholders of Patria Holdings. Although the governance and economic strategy of the Founders and senior executives of Patria is to retain control and economic interest through Patria Holdings and to reward key executives with participation in Patria Holdings, there are no restrictions on the ability of Patria Holdings to transfer shares of Patria following the expiration of the lock-up agreements entered into with the representatives of the underwriters.

Principal Differences between Cayman Islands and U.S. Corporate Law

The Companies Act was modeled originally after similar laws in England and Wales but does not follow subsequent statutory enactments in England and Wales. In addition, the Companies Act differs from laws applicable to U.S. corporations and their shareholders. Set forth below is a summary of the significant differences between the provisions of the Companies Act applicable to Patria and the laws applicable to companies incorporated in the United States and their shareholders.

Mergers and Similar Arrangements

The Companies Act permits mergers and consolidations between Cayman Islands companies and between Cayman Islands companies and non-Cayman Islands companies.

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For these purposes, (1) “merger” means the merging of two or more constituent companies and the vesting of their undertaking, property and liabilities in one of such companies as the surviving company and (2) a “consolidation” means the combination of two or more constituent companies into a consolidated company and the vesting of the undertaking, property and liabilities of such companies in the consolidated company. In order to effect such a merger or consolidation, the directors of each constituent company must approve a written plan of merger or consolidation, which must then be authorized by (a) a special resolution of the shareholders of each constituent company; and (b) such other authorization, if any, as may be specified in such constituent company’s articles of association. The plan must be approved by the directors of each constituent company and filed with the Registrar of Companies together with a declaration as to: (i) the solvency of the consolidated or surviving company; (ii) the merger or consolidation is bona fide and not intended to defraud unsecured creditors of the constituent companies; (iii) no petition or other similar proceeding has been filed and remains outstanding and no order or resolution to wind up the company in any jurisdiction; (iv) no receiver, trustee, administrator or similar person has been appointed in any jurisdiction and is acting in respect of the constituent company, its affairs or property; (v) no scheme, order, compromise or similar arrangement has been entered into or made in any jurisdiction with creditors; (vi) a list of the assets and liabilities of each constituent company; (vii) the non-surviving constituent company has retired from any fiduciary office held or will do so; (viii) that the constituent company has complied with any requirements under the regulatory laws, where relevant; and (ix) an undertaking that a copy of the certificate of merger or consolidation will be published in the Cayman Islands Gazette, and where the surviving company is a Cayman Islands company, given to the members and creditors of each constituent company

Dissenting shareholders have the right to be paid the fair value of their shares (which, if not agreed between the parties, may be determined by the Cayman Islands’ court) if they follow the required procedures, subject to certain exceptions. Court approval is not required for a merger or consolidation that is effected in compliance with these statutory procedures.

In addition, there are statutory provisions that facilitate the reconstruction and amalgamation of companies, provided that the arrangement in question is approved by a majority in number of each class of shareholders and creditors with whom the arrangement is to be made, and who must in addition represent three-fourths in value of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at a meeting, or meetings, convened for that purpose. The convening of the meetings and subsequently the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder would have the right to express to the court the view that the transaction should not be approved, the court can be expected to approve the arrangement if it satisfies itself that:

•Patria is not proposing to act illegally or ultra vires and the statutory provisions as to majority vote have been complied with;

•the shareholders have been fairly represented at the meeting in question;

•the arrangement is such that may be reasonably approved by an intelligent and honest man of that class acting in respect of his interest; and

•the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Act or that would amount to a “fraud on the minority.”

If the arrangement and reconstruction are thus approved, any dissenting shareholders would have no rights comparable to appraisal rights, which might otherwise ordinarily be available to dissenting shareholders of U.S. corporations and allow such dissenting shareholders to receive payment in cash for the judicially determined value of their shares.

When a takeover offer is made and accepted by holders of 90.0% in value of the shares affected within four months, the offeror may, within a two-month period thereafter, require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection may be made to the Grand Court of the Cayman Islands but is unlikely to succeed unless there is evidence of fraud, bad faith or collusion.

In application may be made by a dissenting shareholder to the Grand Court for an order that the transfer of the shares be made otherwise than on the terms of the offer.

Shareholders’ Suits

Class actions are not recognized in the Cayman Islands, but groups of shareholders with identical interests may bring representative proceedings, which are similar. However, a class action suit could nonetheless be brought in a U.S. court pursuant to an alleged violation of U.S. securities laws and regulations.

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In principle, Patria itself would normally be the proper plaintiff and as a general rule, while a derivative action may be initiated by a minority shareholder on behalf of Patria in a Cayman Islands court, such shareholder will not be able to continue those proceedings without the permission of a Grand Court judge, who will only allow the action to continue if the shareholder can demonstrate that Patria has a good case against the defendant, and that it is proper for the shareholder to continue the action rather than the Company’s board of directors. Examples of circumstances in which derivative actions would be permitted to continue are where:

•a company is acting or proposing to act illegally or beyond the scope of its authority;

•the act complained of, although not beyond the scope of its authority, could be effected duly if authorized by more than a simple majority vote that has not been obtained; and

•those who control the company are perpetrating a “fraud on the minority.”

Corporate Governance

Cayman Islands law restricts transactions between a company and its directors unless there are provisions in the Articles of Association which provide a mechanism to alleviate possible conflicts of interest. Additionally, Cayman Islands law imposes on directors duties of care and skill and fiduciary duties to the companies which they serve. Under Patria’s Articles of Association, a director must disclose the nature and extent of his interest in any contract or arrangement, and following such disclosure and subject to any separate requirement under applicable law or the listing rules of the Nasdaq, and unless disqualified by the chairman of the relevant meeting, the interested director may vote in respect of any transaction or arrangement in which he or she is interested. The interested director shall be counted in the quorum at such meeting and the resolution may be passed by a majority of the directors present at the meeting.

Subject to the foregoing and our Articles of Association, our directors may exercise all the powers of Patria to vote compensation to themselves or any member of their body in the absence of an independent quorum. Our Articles of Association provide that, in the event a compensation committee is established, it shall be made up of such number of independent directors as is required from time to time by the Nasdaq rules (or as otherwise may be required by law). We do not have a compensation committee.

As a foreign private issuer, we are permitted to follow home country practice in lieu of certain Nasdaq corporate governance rules, subject to certain requirements. We currently rely, and will continue to rely, on the foreign private issuer exemption with respect to the following rules:

•Nasdaq Rule 5605(b), which requires that independent directors comprise a majority of a company’s board of directors. As allowed by the laws of the Cayman Islands, independent directors do not comprise a majority of our board of directors;

•Nasdaq Rule 5605(e)(1), which requires that a company have a nominations committee comprised solely of “independent directors” as defined by Nasdaq. As allowed by the laws of the Cayman Islands, we do not have a nominations committee nor do we have any current intention to establish one;

•Nasdaq Rule 5605(d) & (e), which require that compensation for our executive officers and selection of our director nominees be determined by a majority of independent directors. As allowed by the laws of the Cayman Islands, we do not have a nomination and corporate governance committee or compensation committee nor do we have any current intention to establish either;

•Nasdaq Rule 5635, which requires that a listed issuer obtain shareholder approval prior to an issuance of securities in connection with: (i) the acquisition of the stock or assets of another company; (ii) equity-based compensation of officers, directors, employees or consultants; (iii) a change of control; and (iv) transactions other than public offerings. Pursuant to the laws of the Cayman Islands and our Articles of Association, we are not required to obtain any such approval; and

•Nasdaq Rule 5250(b)(3) and Rule 5250(d), which require certain disclosures of third party director and nominee compensation and distribution of annual and interim reports, respectively. As allowed by the laws of the Cayman Islands, we are not required to disclose such compensation or distribute reports in the manner specified by such rule.

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Borrowing Powers

Patria’s directors may exercise all the powers of Patria to borrow money and to mortgage or charge its undertaking, property and assets (present and future) and uncalled capital or any part thereof and to issue debentures, debenture stock, mortgages, bonds and other such securities whether outright or as security for any debt, liability or obligation of Patria or of any third party. Such powers may be varied by a special resolution of shareholders (requiring a two-thirds majority vote).

Indemnification of Directors and Executive Officers and Limitation of Liability

The Companies Act does not limit the extent to which a company’s articles of association may provide for indemnification of directors and officers, except to the extent that it may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. Patria’s Articles of Association provide that we shall indemnify and hold harmless our directors and officers against all actions, proceedings, costs, charges, expenses, losses, damages, liabilities, judgments, fines, settlements and other amounts incurred or sustained by such directors or officers, other than by reason of such person’s dishonesty, willful default or fraud, in or about the conduct of our company’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such director or officer in defending (whether successfully or otherwise) any civil, criminal or other proceedings concerning Patria or our affairs in any court whether in the Cayman Islands or elsewhere. This standard of conduct is generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to Patria’s directors, officers or persons controlling the Company under the foregoing provisions, we have been informed that, in the opinion of the SEC, this indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Directors’ Fiduciary Duties

As a matter of Cayman Islands law, a director of a Cayman Islands company is in the position of a fiduciary with respect to the company. Accordingly, directors owe fiduciary duties to their companies to act bona fide in what they consider to be the best interests of the company, to exercise their powers for the purposes for which they are conferred and not to place themselves in a position where there is a conflict between their personal interests and their duty to the company. Accordingly, a director owes a company a duty not to make a profit based on his or her position as director (unless the company permits him or her to do so) and a duty not to put himself or herself in a position where the interests of the company conflict with his or her personal interest or his or her duty to a third party. However, this obligation may be varied by the company’s articles of association, which may permit a director to vote on a matter in which he has a personal interest provided that he has disclosed that nature of his interest to the board of directors. Patria’s Articles of Association provides that a director must disclose the nature and extent of his or her interest in any contract or arrangement, and following such disclosure and subject to any separate requirement under applicable law or the listing rules of the Nasdaq, and unless disqualified by the chairman of the relevant meeting, such director may vote in respect of any transaction or arrangement in which he or she is interested and may be counted in the quorum at the meeting.

A director of a Cayman Islands company also owes to the company duties to exercise independent judgment in carrying out his functions and to exercise reasonable skill, care and diligence, which has both objective and subjective elements. Recent Cayman Islands case law confirmed that directors must exercise the care, skill and diligence that would be exercised by a reasonably diligent person having the general knowledge, skill and experience reasonably to be expected of a person acting as a director. Additionally, a director must exercise the knowledge, skill and experience which he or she actually possesses.

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A general notice may be given to the board of directors to the effect that (1) the director is a member or officer of a specified company or firm and is to be regarded as interested in any contract or arrangement which may after the date of the notice be made with that company or firm, or (2) he or she is to be regarded as interested in any contract or arrangement which may after the date of the notice to the board of directors be made with a specified person who is connected with him or her, which will be deemed sufficient declaration of interest. This notice shall specify the nature of the interest in question. Following the disclosure being made pursuant to Patria’s Articles of Association and subject to any separate requirement under applicable law or the listing rules of the Nasdaq, and unless disqualified by the chairman of the relevant meeting, a director may vote in respect of any transaction or arrangement in which he or she is interested and may be counted in the quorum at the meeting.

In comparison, under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself or herself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director act in a manner he or she reasonably believes to be in the best interests of the corporation. He or she must not use his or her corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, a director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.

Shareholder Proposals

Under the Delaware General Corporation Law, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided it complies with the notice provisions in the governing documents. The Delaware General Corporation Law does not provide shareholders an express right to put any proposal before the annual meeting of shareholders, but Delaware corporations generally afford shareholders an opportunity to make proposals and nominations provided that they comply with the notice provisions in the certificate of incorporation or bylaws. A special meeting may be called by the board of directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings.

The Companies Act provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with any right to put any proposal before a general meeting. However, these rights may be provided in a company’s articles of association. Patria’s Articles of Association provide that upon the requisition of one or more shareholders representing not less than one-third of the voting rights entitled to vote at general meetings, the board will convene an extraordinary general meeting and put the resolutions so requisitioned to a vote at such meeting. The Articles of Association provide no other right to put any proposals before annual general meetings or extraordinary general meetings.

Cumulative Voting

Under the Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporation’s certificate of incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders on a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single director, which increases the shareholder’s voting power with respect to electing such director. As permitted under Cayman Islands law, Patria’s Articles of Association do not provide for cumulative voting. As a result, the shareholders of Patria are not afforded any less protections or rights on this issue than shareholders of a Delaware corporation.

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Removal of Directors

The office of a director shall be vacated automatically if, among other things, he or she (1) becomes prohibited by law from being a director, (2) becomes bankrupt or makes an arrangement or composition with his creditors, (3) dies or is in the opinion of all his co-directors, incapable by reason of mental disorder of discharging his duties as director (4) resigns his or her office by notice to us or (5) has for more than six months been absent without permission of the directors from meetings of the board of directors held during that period, and the remaining directors resolve that his/her office be vacated.

Transaction with Interested Shareholders

The Delaware General Corporation Law provides that, unless the corporation has specifically elected not to be governed by this statute, it is prohibited from engaging in certain business combinations with an “interested shareholder” for three years following the date that this person becomes an interested shareholder. An interested shareholder generally is a person or a group who or which owns or owned 15% or more of the target’s outstanding voting shares or who or which is an affiliate or associate of the corporation and owned 15% or more of the corporation’s outstanding voting shares within the past three years. This has the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to the date on which the shareholder becomes an interested shareholder, the board of directors approves either the business combination or the transaction which resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware corporation to negotiate the terms of any acquisition transaction with the target’s board of directors.

Cayman Islands law has no comparable statute. As a result, Patria cannot avail itself of the types of protections afforded by the Delaware business combination statute. However, although Cayman Islands law does not regulate transactions between a company and its significant shareholders, it does provide that the board of directors owe duties to ensure that these transactions are entered into bona fide in the best interests of the company and for a proper corporate purpose and, as noted above, a transaction may be subject to challenge if it has the effect of constituting a fraud on the minority shareholders.

Dissolution; Winding-Up

Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by shareholders holding 100% of the total voting power of the corporation. If the dissolution is initiated by the board of directors, it may be approved by a simple majority of the corporation’s outstanding shares. Delaware law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board. Under Cayman Islands law, a company may be wound up by either an order of the courts of the Cayman Islands or by a special resolution of its members or, if the company resolves by ordinary resolution that it be wound up because it is unable to pay its debts as they fall due. The court has authority to order winding-up in a number of specified circumstances, including where it is, in the opinion of the court, just and equitable to do so.

Under the Companies Act, Patria may be dissolved, liquidated or wound up by a special resolution of shareholders (requiring a two-thirds majority vote). Patria’s Articles of Association also give its board of directors authority to petition the Cayman Islands Court to wind up Patria.

Variation of Rights of Shares

Under the Delaware General Corporation Law, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of that class, unless the certificate of incorporation provides otherwise. Under Patria’s Articles of Association, if the share capital is divided into more than one class of shares, the rights attached to any class may only be varied with the written consent of the holders of two-thirds of the shares of that class or the sanction of a special resolution passed at a separate meeting of the holders of the shares of that class.

Also, except with respect to share capital (as described above), alterations to Patria’s Articles of Association may only be made by special resolution of shareholders (requiring a two-thirds majority vote).

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Amendment of Governing Documents

Under the Delaware General Corporation Law, a corporation’s certificate of incorporation may be amended only if adopted and declared advisable by the board of directors and approved by a majority of the outstanding shares entitled to vote, and the bylaws may be amended with the approval of a majority of the outstanding shares entitled to vote and may, if so provided in the certificate of incorporation, also be amended by the board of directors. Under Cayman Islands law, Patria’s Articles of Association generally (and save for certain amendments to share capital described in this section) may only be amended by special resolution of shareholders (requiring a two-thirds majority vote).

Rights of Nonresident or Foreign Shareholders

There are no limitations imposed by Patria’s Articles of Association on the rights of nonresident or foreign shareholders to hold or exercise voting rights on Patria’s shares. In addition, there are no provisions in the Articles of Association governing the ownership threshold above which shareholder ownership must be disclosed.

Handling of Mail

Mail addressed to us and received at our registered office will be forwarded unopened to the forwarding address, which will be supplied by us. None of us, our directors, officers, advisors or service providers (including the organization which provides registered office services in the Cayman Islands) will bear any responsibility for any delay howsoever caused in mail reaching the forwarding address.

C.    Material Contracts

See “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions.” Except as otherwise disclosed in this annual report on Form 20-F (including the Exhibits), we are not currently, and have not been in the last two years, party to any material contract, other than contracts entered into in the ordinary course of business.

D.    Exchange Controls

The Cayman Islands currently has no exchange control restrictions.

E.    Taxation

The following summary contains a description of certain Cayman Islands and U.S. federal income tax consequences of the acquisition, ownership and disposition of our Class A common shares. It does not purport to be a comprehensive description of all the tax considerations that may be relevant to a decision to purchase the Class A common shares, is not applicable to all categories of investors, some of which may be subject to special rules, and does not address all of the Cayman Islands and U.S. federal income tax considerations applicable to any particular holder. The summary is based upon the tax laws of the Cayman Islands and the United States and regulations thereunder as of the date hereof, which are subject to change.

Prospective purchasers of our Class A common shares should consult their own tax advisors about the particular Cayman Islands and U.S. federal, state, local and other tax consequences to them of the acquisition, ownership and disposition of our Class A common shares.

Cayman Islands Tax Considerations

The Cayman Islands laws currently levy no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty or withholding tax applicable to us or to any holder of Class A common shares. There are no other taxes likely to be material to us levied by the government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or after execution brought within the jurisdiction of the Cayman Islands. No stamp duty is payable in the Cayman Islands on transfers of shares of Cayman Islands companies except those which hold interests in land in the Cayman Islands. The Cayman Islands is not party to any double tax treaties which are applicable to any payments made by or to our company. There are no exchange control regulations or currency restrictions in the Cayman Islands.

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As a Cayman Islands exempted company with limited liability, we have applied for and received an undertaking as to tax concessions pursuant to Section 6 of the Tax Concessions Act (As Revised) which provides that, for a period of 20 years from the date of issue of the undertaking, no law thereafter enacted in the Cayman Islands imposing any taxes to be levied on profits, income, gains or appreciation will apply to us or our operations.

Payments of dividends and capital in respect of our common shares will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of a dividend or capital to any holder of our common shares, nor will gains derived from the disposal of our common shares be subject to Cayman Islands income or corporation tax.

There is no income tax treaty or convention currently in effect between the United States and the Cayman Islands.

Material U.S. Federal Income Tax Considerations for U.S. Holders

The following summary describes the material U.S. federal income tax consequences of the acquisition, ownership and disposition of our Class A common shares, but it does not purport to be a comprehensive description of all of the tax considerations that may be relevant to a particular person’s decision to acquire such securities. This summary applies only to U.S. Holders (as defined below) that hold our Class A common shares as capital assets for tax purposes. In addition, it does not describe all of the tax consequences that may be relevant in light of a U.S. Holder’s particular circumstances, including alternative minimum tax consequences, the potential application of the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), known as the Medicare contribution tax, and tax consequences applicable to U.S. Holders subject to special rules, such as:

•certain financial institutions;

•insurance companies;

•real estate investment trusts or regulated investment companies;

•dealers or traders in securities that use a mark-to-market method of tax accounting;

•persons holding Class A common shares as part of a hedging transaction, straddle, wash sale, conversion transaction or other integrated transaction, or persons entering into a constructive sale with respect to the Class A common shares;

•persons whose functional currency for U.S. federal income tax purposes is not the U.S. dollar;

•tax-exempt entities, including an “individual retirement account” (“Roth IRA");

•entities classified as partnerships for U.S. federal income tax purposes;

•persons that own or are deemed to own ten percent or more of our stock, by vote or value; or

•persons holding our Class A common shares in connection with a trade or business conducted outside of the United States.

If an entity or arrangement that is classified as a partnership for U.S. federal income tax purposes holds our Class A common shares, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. Partnerships holding our Class A common shares and partners in such partnerships should consult their tax advisors as to the particular U.S. federal income tax consequences of holding and disposing of the Class A common shares.

This discussion is based on the Code, administrative pronouncements, judicial decisions and final, temporary and proposed Treasury regulations, all as of the date hereof, any of which is subject to change or differing interpretations, possibly with retroactive effect.

A “U.S. Holder” is a holder who, for U.S. federal income tax purposes, is a beneficial owner of our Class A common shares and is:

•an individual that is a citizen or resident of the United States;

•a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States, any state therein or the District of Columbia; or

•an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source.

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U.S. Holders should consult their tax advisors concerning the U.S. federal, state, local and non-U.S. tax consequences of owning and disposing of our Class A common shares in their particular circumstances.

Except where noted, this discussion assumes that we are not, and will not become a PFIC as described below.

Taxation of Distributions

Subject to the discussion below under “—Passive Foreign Investment Company Rules,” distributions paid on our Class A common shares, other than certain pro rata distributions of common shares, will be treated as dividends for U.S. federal income tax purposes to the extent paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Because we do not maintain calculations of our earnings and profits under U.S. federal income tax principles, we expect that distributions generally will be reported to U.S. Holders as dividends. Subject to applicable limitations, dividends paid to certain non-corporate U.S. Holders may be eligible for taxation as “qualified dividend income” and therefore may be taxable at rates applicable to long-term capital gains, so long as our Class A common shares are listed and traded on the Nasdaq or are readily tradable on another established securities market in the United States. U.S. Holders should consult their tax advisors regarding the availability of the reduced tax rate on dividends in their particular circumstances.

The amount of any dividend will generally be treated as foreign-source dividend income to U.S. Holders and will not be eligible for the dividends-received deduction generally available to U.S. corporations under the Code. Dividends will be included in a U.S. Holder’s income on the date of the U.S. Holder’s actual or constructive receipt of the dividend.

Sale or Other Disposition of Class A Common Shares

Subject to the discussion below under “—Passive Foreign Investment Company Rules,” for U.S. federal income tax purposes, gain or loss realized on the sale or other disposition of our Class A common shares will be capital gain or loss and will be long-term capital gain or loss if the U.S. Holder held the Class A common shares for more than one year. The amount of the gain or loss will equal the difference between the U.S. Holder’s tax basis in the Class A common shares disposed of and the amount realized on the disposition, in each case as determined in U.S. dollars. This gain or loss will generally be U.S.-source gain or loss for foreign tax credit purposes. The deductibility of capital losses is subject to various limitations.

Passive Foreign Investment Company Rules

A non-U.S. corporation will be a PFIC for any taxable year in which either (1) 75% or more of its gross income consists of “passive income,” or (2) 50% or more of the average quarterly value of its assets consist of assets that produce, or are held for the production of, “passive income.” For this purpose, subject to certain exceptions, passive income includes interest, dividends, rents, gains from the sale or exchange of property that gives rise to such income, gains from the sale of partnership interests and gains from transactions in commodities. A non-U.S. corporation will be treated as owning its proportionate share of the assets and earning its proportionate share of the income of any other corporation in which it owns, directly or indirectly, more than 25% (by value) of the stock.

We do not believe we were a PFIC for our 2024 taxable year. However, there can be no assurance that the IRS will agree with our conclusion. Moreover, our PFIC status is a factual determination that is made on an annual basis. Whether we will be a PFIC in 2025 or in any future year is uncertain because, among other things, our PFIC status depends on the composition of our income and assets and the market value of our assets from time to time (which may be determined, in part, by reference to the market price of our Class A common shares). In addition, it is uncertain whether certain types of income we derive are characterized as passive income for purposes of determining our PFIC status. Accordingly, there can be no assurance that we will not be a PFIC for any taxable year. If we were a PFIC for any year during which a U.S. Holder holds our Class A common shares, we generally would continue to be treated as a PFIC with respect to that U.S. Holder for all succeeding years during which the U.S. Holder holds the Class A common shares, even if we ceased to meet the threshold requirements for PFIC status.

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If we were a PFIC for any taxable year and any of our subsidiaries or other companies in which we owned or were treated as owning equity interests were also a PFIC (any such entity, a “Lower-tier PFIC”), a U.S. Holder would be deemed to own a proportionate amount (by value) of the shares of each Lower-tier PFIC and would be subject to U.S. federal income tax according to the rules described in the subsequent paragraph on (1) certain distributions by a Lower-tier PFIC and (2) dispositions of shares of Lower-tier PFICs, in each case as if that U.S. Holder held such shares directly, even though the U.S. Holder will not have received the proceeds of those distributions or dispositions.

If we were a PFIC for any taxable year during which a U.S. Holder held our Class A common shares (assuming such U.S. Holder has not made and maintained a timely election described below), gain recognized by a U.S. Holder on a sale or other disposition (including certain pledges) of the Class A common shares would be allocated ratably over the U.S. Holder’s holding period for the Class A common shares. The amounts allocated to the taxable year of the sale or other disposition and to any year before we became a PFIC would be taxed as ordinary income. The amount allocated to each other taxable year would be subject to tax at the highest rate in effect for individuals or corporations, as appropriate, for that taxable year, and an interest charge would be imposed on the tax on such amount. Further, to the extent that any distributions received by the U.S. Holder on its Class A common shares exceed 125% of the average of the annual distributions on the Class A common shares received during the preceding three years or the U.S. Holder’s holding period, whichever is shorter, those distributions would be subject to taxation in the same manner as gain, described immediately above.

Alternatively, if we were a PFIC and if the Class A common shares were “regularly traded” on a “qualified exchange,” a U.S. Holder could be eligible to make a mark-to-market election that would result in tax treatment different from the general tax treatment for PFICs described above. Nasdaq, on which the Class A common shares are listed, is a qualified exchange for this purpose. Once made, the election cannot be revoked without the consent of the IRS unless the shares cease to be regularly traded on a qualified exchange.

If a U.S. Holder makes the mark-to-market election, such U.S. Holder generally will recognize as ordinary income any excess of the fair market value of its Class A common shares at the end of each taxable year over their adjusted tax basis, and will recognize an ordinary loss in respect of any excess of the adjusted tax basis of the Class A common shares over their fair market value at the end of the taxable year (but only to the extent of the net amount of income previously included as a result of the mark-to-market election). If the U.S. Holder makes the election, the holder’s tax basis in its Class A common shares will be adjusted to reflect these income or loss amounts recognized. Any gain recognized on the sale or other disposition of Class A common shares in a year when we are a PFIC will be treated as ordinary income and any loss will be treated as an ordinary loss (but only to the extent of the net amount of income previously included as a result of the mark-to-market election). This election will not apply to any of our non-U.S. subsidiaries. Accordingly, the U.S. Holder may continue to be subject to tax under the PFIC excess distribution regime with respect to any Lower-tier PFICs, notwithstanding its mark-to-market election for the Class A common shares.

We do not intend to provide information necessary for U.S. Holders to make “qualified electing fund” elections which, if available, would result in tax treatment different from the general tax treatment for PFICs described above.

In addition, if we were a PFIC or, with respect to a particular U.S. Holder, were treated as a PFIC for the taxable year in which we paid a dividend or for the prior taxable year, the preferential dividend rates discussed above with respect to dividends paid to certain non-corporate U.S. Holders would not apply.

If a U.S. Holder owns Class A common shares during any year in which we are a PFIC, the holder generally must file an annual report containing such information as the U.S. Treasury may require on IRS Form 8621 (or any successor form) with respect to us, generally with the holder’s federal income tax return for that year.

U.S. Holders should consult their tax advisors concerning our potential PFIC status and the potential application of the PFIC rules.

Information Reporting and Backup Withholding

Payments of dividends and sales proceeds that are made within the United States or through certain U.S.-related financial intermediaries generally are subject to information reporting, and may be subject to backup withholding, unless (1) the U.S. Holder is a corporation or other exempt recipient or (2) in the case of backup withholding, the U.S. Holder provides a correct taxpayer identification number and certifies that it is not subject to backup withholding.

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Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a U.S. Holder will be allowed as a credit against such holder’s U.S. federal income tax liability and may entitle it to a refund, provided that the required information is timely furnished to the IRS. U.S. Holders should consult their tax advisors regarding the application of the U.S. information reporting and backup withholding rules.

Information with Respect to Foreign Financial Assets

Certain U.S. Holders may be required to report information on their U.S. federal income tax returns relating to an interest in our Class A common shares, subject to certain exceptions (including an exception for Class A common shares held in accounts maintained by certain U.S. financial institutions). U.S. Holders should consult their tax advisors regarding the effect, if any, of this requirement on their ownership and disposition of the Class A common shares.

F.    Dividends and Paying Agents

Not applicable.

G.    Statement by Experts

Not applicable.

H.    Documents on Display

We are subject to the informational requirements of the Exchange Act. Accordingly, required to file reports and other information with the SEC, including annual reports on Form 20-F and reports on Form 6-K. You may inspect and copy the reports and other information to be filed with the SEC at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington D.C. 20549. Copies of the materials may be obtained from the Public Reference Room of the SEC at 100 F Street, N.E., Washington, D.C. 20549 at prescribed rates. The public may obtain information on the operation of the SEC’s Public Reference Room by calling the SEC in the United States at 1-800-SEC-0330. In addition, the SEC maintains an Internet website at www.sec.gov, from which you can electronically access this annual report.

I.    Subsidiary Information

Not applicable.

J.    Annual Report to Security Holders

If we are required to provide an annual report to security holders in response to the requirements of Form 6-K, we will submit the annual report to security holders in electronic format in accordance with the EDGAR Filer Manual.

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risks in the ordinary course of our business, including the effects of interest rate changes, foreign currency fluctuations and share prices. Information relating to quantitative and qualitative disclosures about these market risks is described below. For more information, see note 31(d) to our audited consolidated financial statements included elsewhere in this annual report.

Credit Risk

Credit risk is the possibility of incurring a financial loss if a client or a counterpart in a financial instrument fails to perform its contractual obligations. We have low exposure to credit risk because our customer base is formed by investors in each investment fund. These investors are required to comply with the capital calls to repay related investment fund expenses. If capital calls are not complied with, the participation of that investor is diluted among the remaining investors of the investment fund. In addition, management fees could be settled by the sale of the underlying investments kept by the investment funds. The cash and short-term investments are maintained in large banks with high credit ratings.

As of December 31, 2024 and 2023, accounts receivable includes management fees from certain investment funds where collection has been postponed in 2023 considering their cash needs and classified as overdue. These overdue balances are related to the estimated asset realization dates within the investment funds and we understand they have no impact on the credit risk profile considering the nature of our operations as an investment manager and our customer base.

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Liquidity Risk

Liquidity risk is the possibility of unbalances between tradable assets and liabilities, payables and receivables mismatches, which might affect our payment ability, taking into consideration the different currencies and settlement terms of our assets and liabilities. In addition, we perform the financial management of our cash and cash equivalents, keeping them available for paying our obligations and reducing our exposure to liquidity risk. In addition, we have the option for certain financial instruments to be settled either in cash or through our own equity instruments, such as Class A common shares.

Market Risk

Market risk is defined as the possible negative impact on income caused by changes in market prices, such as interest rate, foreign exchange rate and share prices. Our policy aims to mitigate our exposure to market risks; therefore, as of the years ended December 31, 2024 and 2023, to manage price risk arising from investment funds, we diversify our portfolio in accordance with the limits we set according to each strategy. We acquired derivatives in the 2022 financial year such as public warrants and call and put option arrangements from our merger and acquisition activity. For public warrants as it relates to our SPAC, we do not expect a material exposure to market risk nor do we expect it to have a material impact on our cash flow and financial position. We believe that call and put option arrangements included in the purchase agreements of businesses we acquired help us mitigate exposure to market risk as we carry out our expansion and growth strategy.

Security price risk

Long-term investments made by the Company represent investments in investment fund products where fair value is derived from the reported Net Asset Values (“NAV”) for each investment fund, which in turn are based upon the value of the underlying assets held within each of the investment fund products and the anticipated redemption horizon of the investment fund product. Investment fund products expose us to market risk and therefore this process is subject to limits consistent with our risk appetite. To manage our price risk arising from investments in securities, we diversify our portfolio. Diversification of our portfolio is done in accordance with the limits set by the Company.

Foreign Exchange Risk

Foreign exchange risk results from a possible change in foreign exchange rates that would affect the finance results (income and/or costs and expenses) and the balance of contracts (receivable and/or payable) indexed to a foreign currency. We measure our foreign exchange exposure by subtracting our non-U.S. dollar-denominated liabilities from our non-U.S. dollar-denominated assets, thus obtaining our net foreign exchange exposure and the amount actually affected by exchange fluctuations.

Sensitivity Analysis

The sensitivity analysis was based on the material assets and liabilities exposed to interest rate and currencies fluctuation against U.S. dollars, as demonstrated in note 31d(iii) to our audited consolidated financial statements.

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

A.    Debt Securities

Not applicable.

B.    Warrants and Rights

Not applicable.

C.    Other Securities

Not applicable.

D.    American Depositary Shares

Not applicable.

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PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

A.    Defaults

No matters to report.

B.    Arrears and Delinquencies

No matters to report.

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

A.    Material Modifications to Instruments

Not applicable.

B.    Material Modifications to Rights

Not applicable.

C.    Withdrawal or Substitution of Assets

Not applicable.

D.    Change in Trustees or Paying Agents

Not applicable.

E.    Use of Proceeds

Not applicable.

ITEM 15. CONTROLS AND PROCEDURES

A.    Disclosure Controls and Procedures

We have evaluated, with the participation of our chief executive officer and chief financial officer, the effectiveness of our disclosure controls and procedures as of December 31, 2024. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon our evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective as of December 31, 2024 to provide reasonable assurance that material information is (1) recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms and (2) accumulated and communicated to our management to allow timely decisions regarding required disclosures.

B.    Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act. Internal control over financial reporting is a process designed by, or under the supervision of, our chief executive officer and chief financial officer and effected by our board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the International Financial Reporting Standards (IFRS) issued by International Accounting Standards Board (IASB).

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatement. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In accordance with guidance issued by the SEC, companies are permitted to exclude acquisitions from their first assessment of internal control over financial reporting for the first fiscal year in which the acquisition occurred. Our evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2024 did not include the internal controls of GPMS, Nexus, CSHG and Tria as these deals were closed in 2024. For more information on these acquisitions, see “Item 4. Information on the Company—A. History and Development of the Company—Our History.” These acquired businesses combined contributed revenues of US$44.0 million (approximately 12% of our consolidated revenue) and net income of US$23.9 million (approximately 32% of our consolidated net income) to us for the year ended December 31, 2024, as well as total assets of US$122.5 million (approximately 10% of our consolidated total assets) as of December 31, 2024.

Our management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2024. In making its assessment of internal control over financial reporting, management used the criteria described in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on this assessment, our management has concluded that our internal controls over financial reporting were effective as of December 31, 2024.

C.    Attestation Report of the Registered Public Accounting Firm

Deloitte Touche Tohmatsu Auditores Independentes Ltda., the independent registered certified public accounting firm who audited the Company’s consolidated financial statements included in this Form 20-F, has issued a report on the Company’s internal control over financial reporting, which is included herein.

D.    Changes in Internal Control Over Financial Reporting

We extended our oversight and monitoring processes that support our internal control over financial reporting, as appropriate, to include PAM and VBI's financial position, results of operations and cash flow into our consolidated financial statements through December 31, 2024. We are continuing to integrate the operations of VBI into our overall internal control over financial reporting and related processes. Except as disclosed in this paragraph, there were no other changes in our internal control over financial reporting (as the term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the year ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 16. [RESERVED]

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

Our board of directors has determined that Jennifer Anne Collins and Glen George Wigney are audit committee financial experts, as that term is defined by the SEC, and are independent for the purposes of SEC and Nasdaq rules.

ITEM 16B. CODE OF ETHICS

In January 2021, we adopted a code of ethics that applies to all of our employees, officers and directors and have posted the full text of our code of ethics on the investor relations section of our website, www.patria.com. Our code of ethics was revised in September 2022 to update certain procedures, such as information on the procedures related to gifts and entertainment, donations and sponsorships, among others. None of these changes were material.

We intend to disclose future material amendments to our code of ethics, or any waivers of such code, on our website or in public filings. Our code of ethics is included as Exhibit 11.1 to this annual report. The information on our website is not incorporated by reference into this Annual Report on Form 20-F, and you should not consider information contained on our website to be a part of this Annual Report on Form 20-F.

Patria Investments Limited 170

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table sets forth the fees billed to us by our independent registered public accounting firm during the years ended December 31, 2024 and 2023. Our independent registered public accounting firm was Deloitte Touche Tohmatsu Auditores Independentes Ltda. for the years ended December 31, 2024 and 2023.

	2024	2023
	(in US$ thousands)
Audit fees	1,433	1,392
Audit-related fees	41	27
Tax fees	42	18
All other fees	—	—
Total	1,516	1,437

Audit Fees

Audit fees are fees billed for professional services rendered by the principal accountant for the audit of the registrant’s annual consolidated financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. It includes the audit of our financial statements, interim reviews and other services that generally only the independent accountant reasonably can provide, such as comfort letters, statutory audits, consents and assistance with and review of documents filed with the SEC.

Audit-Related Fees

Audit-related fees are fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and not reported under the previous category. These services may include audit, attestation, review and due diligence services that are not required by statute or regulation.

Tax Fees

The tax services provided to the Company relating to tax compliance.

All Other Fees

In 2024 and 2023, there were no other fees.

Audit Committee Pre-Approval Policies and Procedures

In accordance with the requirements of the U.S. Sarbanes-Oxley Act of 2002 and rules issued by the Securities and Exchange Commission, in connection with the establishment of our audit committee (which was undertaken in connection with our initial public offering), we introduced a procedure for the review and preapproval of any services performed by Deloitte (including but not limited to Deloitte Touche Tohmatsu Auditores Independentes Ltda.) including audit services, audit-related services, tax services and other services. The procedure requires that all proposed engagements of Deloitte for audit and permitted non-audit services are submitted to the audit committee for approval before the beginning of any such services.

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

See “Item 6. Directors, Senior Management and Employees—C. Board Practices—Foreign Private Issuer Status.”

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

On August 2, 2024, our Board of Directors approved a share repurchase program authorizing the Company, or an “affiliated purchaser” as defined under Rule 10b-18(a)(3) under the Exchange Act, to repurchase up to 1,800,000 of its outstanding Class A common shares. Repurchases may be conducted in the open market, based on prevailing market prices, or through privately negotiated transactions. The program is effective from August 2, 2024 and will continue until the earlier of the completion of the repurchase completion or August 2, 2025, subject to market conditions.

Patria Investments Limited 171

As of April 30, 2025 no shares have been repurchased under this program. For more information on our share repurchase programs, see “Item 10. Additional Information—B. Memorandum and Articles of Association—Share Repurchase.”

ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

Effective as of April 23, 2025, as disclosed through Form 6-K filed on April 25, 2025, we appointed KPMG Auditores Independentes Ltda., or KPMG, as our independent registered public accounting firm, succeeding Deloitte Touche Tohmatsu Auditores Independentes Ltda., or Deloitte. Deloitte’s dismissal and replacement by KPMG as our independent registered public accounting firm was recommended and approved by our Audit Committee and Board of Directors after careful consideration and evaluation process.

Deloitte served as our independent registered public accounting firm since the fiscal year ended December 31, 2012 and has been engaged as our auditor for the fiscal years ended December 31, 2024 and 2023 until the filing of this form 20-F. The reports of Deloitte on our consolidated financial statements and the reports on the effectiveness of internal control over financial reporting as of and for the years ended December 31, 2024 and 2023 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

During our two fiscal years ended December 31, 2024 and in the subsequent interim period up to April 23, 2025, in connection with the audits of our consolidated financial statements and effectiveness of internal control over financial reporting, there were: (1) no disagreements (as defined in Item 16F(a)(1)(iv) of Form 20-F) between us and Deloitte on any matter of accounting principles or practices, financial statement disclosure, or auditing scope and procedures, which if not resolved to the satisfaction of Deloitte, would have caused Deloitte to make reference to the subject matter of the disagreement in connection with any reports it would have issued, and (2) no “reportable events” within the meaning of Item 16F(a)(1)(v) of Form 20-F.

We have provided Deloitte with a copy of this Item 16F and have requested and received from Deloitte a letter addressed to the Securities and Exchange Commission stating whether or not Deloitte agrees with the above statements. A copy of the letter from Deloitte is attached as Exhibit 16.1 to this annual report.

During our two fiscal years ended December 31, 2024 and in the subsequent interim period up to April 23, 2025, neither us nor anyone acting on our behalf has consulted with KPMG regarding (1) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on our consolidated financial statements, and neither a written report nor oral advice was provided to us that KPMG concluded was an important factor considered by us in reaching a decision as to any accounting, auditing, or financial reporting issue; (2) any matter that was the subject of a disagreement within the meaning of Item 16F(a)(1)(iv) of Form 20-F; or (3) any reportable event within the meaning of Item 16F(a)(1)(iv) of Form 20-F.

ITEM 16G. CORPORATE GOVERNANCE

Foreign Private Issuer Status

Nasdaq listing rules include certain accommodations in the corporate governance requirements that allow foreign private issuers, such as us, to follow “home country” corporate governance practices in lieu of the otherwise applicable corporate governance standards of Nasdaq. The application of such exceptions requires that we disclose each Nasdaq corporate governance standard that we do not follow and describe the Cayman Islands corporate governance practices we do follow in lieu of the relevant Nasdaq corporate governance standard. We currently follow Cayman Islands corporate governance practices in lieu of the corporate governance requirements of Nasdaq in respect of the following:

•Nasdaq Rule 5605(b), which requires that independent directors comprise a majority of a company’s board of directors. As allowed by the laws of the Cayman Islands, independent directors do not comprise a majority of our board of directors;

•Nasdaq Rule 5605(e)(1), which requires that a company have a nominations committee comprised solely of “independent directors” as defined by Nasdaq. As allowed by the laws of the Cayman Islands, we do not have a nominations committee nor do we have any current intention to establish one;

Patria Investments Limited 172

•Nasdaq Rule 5605(d) & (e), which require that compensation for our executive officers and selection of our director nominees be determined by a majority of independent directors. As allowed by the laws of the Cayman Islands, we do not have a nomination and corporate governance committee or compensation committee nor do we have any current intention to establish either;

•Nasdaq Rule 5635, which requires that a listed issuer obtain shareholder approval prior to an issuance of securities in connection with: (i) the acquisition of the stock or assets of another company; (ii) equity-based compensation of officers, directors, employees or consultants; (iii) a change of control; and (iv) transactions other than public offerings. Pursuant to the laws of the Cayman Islands and our Articles of Association, we are not required to obtain any such approval; and

•Nasdaq Rule 5250(b)(3) and Rule 5250(d), which require certain disclosures of third party director and nominee compensation and distribution of annual and interim reports, respectively. As allowed by the laws of the Cayman Islands, we are not required to disclose such compensation or distribute reports in the manner specified by such rule.

Cayman Islands law does not impose a requirement that the board consist of a majority of independent directors or that such independent directors meet regularly without other members present. Nor does Cayman Islands law impose specific requirements on the establishment of a compensation committee or nominating committee or nominating process.

ITEM 16H. MINE SAFETY DISCLOSURE

Not applicable.

ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

ITEM 16J. INSIDER TRADING POLICIES

We have adopted an insider trading policy that governs the trading in our securities by our directors, officers and certain other covered persons, and which is reasonably designed to promote compliance with applicable insider trading laws, rules and regulations, and any listing standards applicable to the Company. A copy of our Insider Trading Policy is included as Exhibit 11.2 to this annual report. We intend to disclose future amendments to our insider trading policy on our website or in public filings. The information on our website is not incorporated by reference into this annual report on Form 20-F, and you should not consider information contained on our website to be a part of this annual report on Form 20-F.

ITEM 16K. CYBERSECURITY

Cybersecurity Risk Management and Strategy

We are committed to maintaining a robust cybersecurity infrastructure to safeguard the integrity, confidentiality and availability of our digital assets, including the data of our investors, employees, portfolio companies, and business partners against potential cyber threats, incidents and vulnerabilities. Our cybersecurity framework is an integral part of our risk management and encompasses a comprehensive suite of policies and procedures aimed at strengthening our systems and operations according to the industry’s best practices as discussed below. This framework is supported by a variety of security measures tailored to mitigate risk and enhance our defense mechanisms, including threats and incidents associated with the use of applications developed or services rendered by third-party service providers. These measures include, but are not limited to, the implementation of digital access controls, patch management protocols, identity verification processes, and the deployment of mobile device management solutions. Additionally, we employ security baselines and tools designed to detect and report anomalous activities, alongside continuous monitoring of data usage and the management of our hardware and software resources. With respect to third party service providers, our measures also include risk and compliance assessments and contractual obligations in vendor agreements.

To ensure the efficacy of our cybersecurity defenses, we conduct regular assessments through both automated and manual vulnerability scanning techniques. These assessments are critical in identifying and addressing potential security gaps. Our evaluation process also involves an annual review of our cybersecurity framework, benchmarking its performance against industry standards and recognized frameworks, such as those provided by the National Institute of Standards and Technology (NIST).

Patria Investments Limited 173

We also engage an independent third-party entity to conduct annual external penetration testing, as well as periodic evaluations of our cybersecurity measures. These assessments are instrumental in validating the effectiveness of our security strategies. Recognizing the importance of human factors in cybersecurity, we actively promote awareness and training among our employees on an ongoing basis. This is achieved through targeted internal communications, videos, and regular phishing awareness campaigns, which simulate real-world threats to enhance employee vigilance and response capabilities.

In addition, we have established a comprehensive Cybersecurity Incident Response (CIR) protocol to manage the escalation and resolution of suspected or confirmed cybersecurity events. The CIR protocol outlines the formation of a dedicated response team, comprising individuals from various technical and managerial departments, to investigate and remediate incidents. This team is also responsible for determining the need for external advisory support, including legal, forensic, and law enforcement assistance. Post-incident, the CIR protocol guides the ongoing monitoring and remediation efforts to prevent recurrence. The effectiveness and relevance of the CIR are reviewed on an annual basis.

Cybersecurity Governance

Our cybersecurity team is led by our CISO, who works closely with our senior management. The CISO reports directly to our Chief Information Officer (“CIO”). The CISO is responsible for developing and advancing our cybersecurity strategy.

Our cybersecurity program is overseen by a dedicated Cybersecurity Committee that convenes quarterly to review and assess the program's progress. Key performance indicators (KPIs) are used to measure advancements, while potential risks are continuously evaluated to ensure proactive mitigation. This structured approach enhances our ability to adapt to evolving threats and strengthens our overall security posture.

Our Board of directors has overall oversight responsibility for our cybersecurity risk management program, but has also delegated certain matters regarding our cybersecurity risk management oversight to our audit committee. Our audit committee is responsible for ensuring that management, through our CISO, CTO and CIO, has processes in place designed to identify and evaluate cybersecurity risks to which we are exposed and implement processes and programs to manage cybersecurity risks and mitigate cybersecurity incidents.

Our CISO or CIO reports to our full board of directors and the audit committee at least annually on cybersecurity matters, including related risks. These reports also include, as applicable, an overview of cybersecurity incidents. The audit committee also reports material cybersecurity risks to our full board of directors, as applicable.

We believe our team has solid experience in cybersecurity and technology. Our CISO, Mr. Leonardo Martinez Larramendy, joined Patria in March 2024. He has a bachelor’s degree in systems analysis from ORT Uruguay University. He received the CISSP (Certified Information Systems Security Professional) certification in 2003 (which has been renewed annually) and holds a Master’s degree in Telecommunication and Networks from ORT Uruguay University. Before joining Patria, he led the cybersecurity area at Santander group, Uruguay, from 2011 to 2024.

Our CTO, Mr. Marco Gonçalves, is a Senior Vice President and responsible for all our infrastructure initiatives. Before joining Patria in 2003, Mr. Gonçalves worked for five years at JPMorgan Chase and three years at Banco Patrimônio. Mr. Gonçalves has a bachelor’s degree in data processing technology from FATEC‐SP (Faculdade de Tecnologia de São Paulo), a post graduate degree in process management and engineering for software development from FIAP and an MBA in strategic information technology management from Fundação Getulio Vargas –FGV.

Our CIO, Angelo Figaro Egido, is one of our officers and Head of IT, being responsible for all our technology. Before joining Patria in 2023, Mr. Figaro Egido was the CIO and VP of innovation and digital for Latin America for Renault-Nissan-Mitsubishi group regarding digital, security, infrastructure, systems, and digital products and was in charge of all information technology operations for Latin America.

Our CISO, CTO and CIO review the scope of our cybersecurity measures periodically, including in the event of a change in business practices that may implicate the security or integrity of our information and systems.

Patria Investments Limited 174

The CIO promotes the implementation of processes and programs to manage cybersecurity risks and remediate cybersecurity incidents. Management is responsible for identifying, considering, and assessing material cybersecurity risks on an ongoing basis, establishing processes to ensure that such potential cybersecurity risk exposures are monitored, putting in place appropriate mitigation measures and maintaining cybersecurity programs. Our cybersecurity programs are under the direction of our CIO who receives reports from our cybersecurity team and monitors the prevention, detection, mitigation, and remediation of cybersecurity incidents.

In 2024, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition. However, despite our efforts, we cannot eliminate all risks from cybersecurity threats, or provide assurances that we have not experienced an undetected cybersecurity incident.

Patria Investments Limited 175

PART III

ITEM 17. FINANCIAL STATEMENTS

We have responded to Item 18 in lieu of this item.

ITEM 18. FINANCIAL STATEMENTS

See our audited consolidated financial statements beginning at page F-1.

ITEM 19. EXHIBITS

The following documents are filed as part of this annual report:

Exhibit No.	Exhibit
2.1*	Description of Securities registered under Section 12 of the Exchange Act.
3.1	Amended and Restated Articles of Association of Patria (incorporated herein by reference to Exhibit 3.1 to Amendment No. 2 to the Company’s Registration Statement on Form F-1 (File No. 333-251823) filed with the SEC on January 14, 2021).
4.1†	Transaction agreement, dated as of September 3, 2021, among Patria Investments Limited, Patria Investments Latam S.A., Moneda Asset Management SpA, the shareholders of Moneda Asset Management SpA and the guarantors named therein (incorporated herein by reference to Exhibit 4.1 to the Annual Report on Form 20-F (File No. 001-39911) filed with the SEC on April 28, 2022).
6.1	Long-Term Incentive Plan (incorporated herein by reference to Exhibit 99 to the Company’s Registration Statement on Form S-8 (File No. 333-268577) filed with the SEC on November 28, 2022).
6.2	Long-Term Incentive Plan (incorporated herein by reference to Exhibit 99 to the Company’s Registration Statement on Form S-8 (File No. 333-277375) filed with the SEC on February 26, 2024).
6.3	Bonus Share Plan (incorporated herein by reference to Exhibit 99 to the Company’s Registration Statement on Form S-8 (File No. 333-277376) filed with the SEC on February 27, 2024).
8.1*	List of subsidiaries.
10.1	Form of indemnification agreement (incorporated herein by reference to Exhibit 10.1 to Amendment No. 2 to the Company’s Registration Statement on Form F-1 (File No. 333-251823) filed with the SEC on January 14, 2021).
11.1*	Code of Ethics
11.2*	Insider Trading Policy
12.1*	Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002 of the Chief Executive Officer.
12.2*	Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002 of the Chief Financial Officer.
13.1*	Certification pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, of the Chief Executive Officer.
13.2*	Certification pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, of the Chief Financial Officer.
16.1*	Letter from Deloitte Touche Tohmatsu Auditores Independentes Ltda.
23.1*	Consent of Deloitte Touche Tohmatsu Auditores Independentes Ltda.
97.1	Compensation recoupment policy (incorporated herein by reference to Exhibit 97.1 to the Annual Report on Form 20-F (File No. 001-39911) filed with the SEC on April 29, 2024).
101.INS*	Inline XBRL Instance Document.
101.SCH*	Inline XBRL Taxonomy Extension Schema Document.
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).

*Filed with this Annual Report on Form 20-F.

†Certain provisions, exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

Patria Investments Limited 176

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

PATRIA INVESTMENTS LIMITED
May 15, 2025
By:	/s/ Alexandre Teixeira de Assumpção Saigh
	Name:    Alexandre Teixeira de Assumpção Saigh
	Title:    Chief Executive Officer
By:	/s/ Ana Cristina Russo
	Name:    Ana Cristina Russo
	Title:    Chief Financial Officer

Patria Investments Limited 177

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 1045)	F-2
Audited Consolidated Financial Statements—Patria Investments Limited
Consolidated Statement of Financial Position as of December 31, 2024 and 2023	F-7
Consolidated Income Statement for the years ended December 31, 2024, 2023 and 2022	F-8
Consolidated Statement of Comprehensive Income for the years ended December 31, 2024, 2023 and 2022	F-9
Consolidated Statement of Changes in Equity for the years ended December 31, 2024, 2023 and 2022	F-10
Consolidated Statement of Cash Flows for the years ended December 31, 2024, 2023 and 2022	F-11
Notes to the Consolidated Financial Statements as of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022	F-12

F-1

Deloitte Touche Tohmatsu Dr. Chucri Zaidan Avenue, 1.240 - 4th to 12th floors - Golden Tower 04711-130 - São Paulo - SP Brazil Tel.: + 55 (11) 5186-1000 Fax: + 55 (11) 5181-2911 www.deloitte.com.br

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Patria Investments Limited

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of financial position of Patria Investments Limited and subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated statement of profit or loss, and consolidated statements of comprehensive income, changes in equity, and cash flows, for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated May 14, 2025, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

F-2

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Business Combinations —GPMS Refer to Notes 14 (d), 21(b) and 30(b) to the financial statements

Critical Audit Matter Description

The Company completed the acquisition of 100% of a private equity carve-out interest from Aberdeen Plc (“GPMS”) for cash and other consideration of $135.4 million on April 26, 2024. The Company accounted for this acquisition as a business combination and the purchase price paid for the assets acquired and liabilities assumed was allocated based on relative fair values, which resulted in the recognition of $30.5 million of goodwill at December 31, 2024.

The acquisition included deferred consideration payable to the selling shareholders, which was recorded at fair value at the acquisition date and totaled $37.5 million at December 31, 2024 and the Company recorded $24.0 million of contingent consideration payable to the selling shareholders of GPMS, which is based on the future growth of GPMS revenue and is accounted for at fair value through profit or loss.

The business combination required management to make significant judgments and assumptions related to the Company’s application of IFRS 3 - Business Combinations, including measuring and recording the fair values of the consideration payable, the businesses and the assets acquired and liabilities assumed. This also required management to make significant estimates using valuation models and techniques and significant assumptions about discount rates and forecasts of future revenues and operating margins, as well as projections of estimated future AUM of the acquired businesses. Changes in these assumptions could have a significant impact on purchase price allocations, including the amount of the goodwill identified.

We identified the business combinations as a critical audit matter because of the significant judgments and assumptions made by management to estimate the fair value of the acquired business, including the allocation of the purchase price, and the significant management judgments and complexity involved in determining the appropriate accounting treatment. Auditing this business combination required a high degree of auditor judgment and an increased extent of effort, including the need to involve our valuation specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the business combination included the following, among others:

•We tested the effectiveness of the control over the transaction, specifically the control over management’s assessment of the accounting treatment for the business combinations and the recognition and measurement of assets and liabilities, which included management’s selection of the methodologies and assumptions related to the discount rates and forecasted information used in determining estimated fair values

•We read and assessed the relevant contractual documents, including purchase and sale agreements and related shareholders agreements, as well as other documents including board of directors minutes, to understand and evaluate the business purpose and the critical terms, rights and obligations associated with the transactions.

•We read and assessed the Company´s technical accounting analysis, which was prepared by external accounting specialists, including management’s judgments and conclusions.

F-3

•We discussed the technical accounting analysis with management and its external accounting and valuation specialist, and inquired and challenged the significant judgements and assumptions, based on our understanding of the transaction and our reading of the related documents, considering the relevant accounting guidance and any contradictory evidence.

•With the assistance of our fair value specialists, we evaluated the reasonableness of the (1) valuation methodology, (2) current market data, (3) discount rate, including testing the mathematical accuracy of the calculation, and developing a range of independent estimates and comparing our estimates to those used by management.

•We evaluated the objectivity and competence of the Company’s external accounting and valuation specialists.

•We evaluated the adequacy of the Company´s disclosures in the financial statements related to the transaction.

/s/ DELOITTE TOUCHE TOHMATSU

Auditores Independentes Ltda.

São Paulo, Brazil

May 14, 2025.

We have served as Company’s auditors since 2012.

F-4

Deloitte Touche Tohmatsu Dr. Chucri Zaidan Avenue, 1.240 - 4th to 12th floors - Golden Tower 04711-130 - São Paulo - SP Brazil Tel.: + 55 (11) 5186-1000 Fax: + 55 (11) 5181-2911 www.deloitte.com.br

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of Patria Investments Limited

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Patria Investments Limited and subsidiaries (the “Company”) as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024 of the Company, and our report, dated May 14, 2025, expressed an unqualified opinion on those financial statements.

As described in Management’s Annual Report on Internal Control over Financial Reporting management excluded from its assessment the internal control over financial reporting at Tria Comercializadora de Energia Ltda. (“Tria”), Patria Private Equity (Europe) Limited and Patria Capital Partners LLP collectively (“GPMS”), Credit Suisse Real Estate business in Brazil (“CSHG”), Nexus Capital Partners S.A.S (“Nexus”), which were acquired on April 02, 2024, April 26, 2024, May 24, 2024 and July 16, 2024, respectively, and whose combined financial statements constitute, respectively, approximately 10% of total assets and 12% of total net revenues of the consolidated financial statements amounts as of and for the year ended December 31, 2024. Accordingly, our audit did not include the internal control over financial reporting at Tria, GPMS, CSHG and Nexus.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

F-5

Auditor’s Reports on an Audit of Internal Control over Financial Reporting

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

São Paulo, May 14, 2025

/s/ DELOITTE TOUCHE TOHMATSU

Auditores Independentes Ltda.

We have served as Company’s auditors since 2012.

F-6

Consolidated Statement of Financial Position

As of December 31, 2024 and December 31, 2023

(In thousands of United States dollars – US$)

Assets	Note	12/31/2024	12/31/2023
Cash and cash equivalents	6	33,418	16,050
Short term investments	12(a)	59,009	204,510
Client funds on deposit	7	18,704	17,055
Accounts receivable	8	217,132	127,363
Project advances	9	7,577	17,614
Recoverable taxes	11	4,512	4,014
Other current assets	10	14,681	11,781
Other financial instruments	12(c)	17,646	3,206
Current assets		372,679	401,593
Accounts receivable	8	16,402	14,900
Project advances	9	—	1,972
Deferred tax assets	19	15,824	15,472
Other non-current assets	10	6,586	3,798
Long-term investments	12(b)	49,216	57,735
Investments in associates		811	911
Property and equipment	13	32,622	28,185
Intangible assets	14	700,866	487,012
Other financial instruments	12(c)	11,101	—
Non-current assets		833,428	609,985
Total assets		1,206,107	1,011,578

The accompanying notes are integral parts of these consolidated financial statements.

Liabilities and equity	Note	12/31/2024	12/31/2023
Client funds payable	7	18,704	17,055
Consideration payable on acquisition	21(b)	101,986	59,087
Personnel and related taxes payable	15	37,269	28,772
Taxes payable	17	6,440	3,902
Carried interest allocation	23(c)	31,851	9,352
Loans	16	78,518	—
Other financial instruments	12(c)	21,749	321
Commitment subject to possible redemption	21(c)	54,053	187,356
Gross obligation under put option	21(d)	—	81,588
Other liabilities	18	46,820	10,065
Current liabilities		397,390	397,498
Personnel liabilities	15	787	2,946
Consideration payable on acquisition	21(b)	121,238	42,853
Carried interest allocation	23(c)	5,408	22,577
Loans	16	149,453	—
Gross obligation under put option	21(d)	18,258	11,338
Other non-current liabilities	18	18,787	13,024
Deferred tax liabilities	19	1,774	—
Other financial instruments	12(c)	2,080	—
Non-current liabilities		317,785	92,738
Total liabilities		715,175	490,236
Capital	29(a)	15	15
Additional paid-in capital	29(b)	527,239	500,694
Capital reserves	29(d)	22,041	2,960
Retained earnings	29(c)	—	50,831
Cumulative translation adjustment	29(f)	(68,217)	(12,011)
Equity attributable to the owners of the Company		481,078	542,489
Non-controlling interests	29(g)	9,854	(21,147)
Equity		490,932	521,342
Total liabilities and equity		1,206,107	1,011,578

Patria Investments Limited F-7

Consolidated Statement of Profit or Loss

For the years ended December 31, 2024, 2023 and 2022

(In thousands of United States dollars - US$, except earnings per share)

	Note	2024	2023	2022
Net revenue from services	22	374,204	327,617	258,877
Personnel expenses	23	(111,681)	(78,778)	(69,779)
Carried interest allocation	23	(20,908)	(25,257)	(10,171)
Deferred consideration	21(b)	(11,245)	(22,961)	(24,444)
Amortization of intangible assets	24	(30,727)	(22,370)	(17,379)
General and administrative expenses	25	(46,681)	(39,159)	(31,150)
Other expenses	26	(45,821)	(18,666)	(9,265)
Share of equity-accounted losses		(508)	(753)	(2,351)
Net financial (expense)/income	27	(20,640)	(1,674)	8,115
Net Income before income tax		85,993	117,999	102,453
Income tax expense	28	(10,306)	2,816	(8,349)
Net income for year		75,687	120,815	94,104
Attributable to:
Owners of the Parent Company		71,875	118,400	92,957
Non-controlling interests	29(g)	3,812	2,415	1,147
Basic earnings per thousand shares	29(e)	0.46887	0.79888	0.63141
Diluted earnings per thousand shares	29(e)	0.46696	0.79634	0.63139

The accompanying notes are integral parts of these consolidated financial statements.

Patria Investments Limited F-8

Consolidated Statement of Comprehensive Income

For the years ended December 31, 2024, 2023 and 2022

(In thousands of United States dollars - US$)

	2024	2023	2022
Net income for the year	75,687	120,815	94,104
Items that will be reclassified to the income statement:
Currency translation adjustment	(56,206)	(533)	(1,856)
Currency translation adjustment – non-controlling interests	5,761	(459)	1,284
Total comprehensive income	25,242	119,823	93,532
Attributable to:
Owners of the Parent Company	15,669	117,867	91,101
Non-controlling interests	9,573	1,956	2,431

The accompanying notes are integral parts of these consolidated financial statements.

Patria Investments Limited F-9

Consolidated Statement of Changes in Equity

For the years ended December 31, 2024, 2023 and 2022

(In thousands of United States dollars - US$)

		Attributable to owners
	Notes	Capital	Additional paid-in capital	Capital reserves	Retained earnings	Cumulative translation adjustment	Equity attributable to owners of the Parent	Non- controlling interests	Total Equity
Balance on December 31, 2021		15	485,180	764	87,948	(9,622)	564,285	—	564,285
Cumulative translation adjustment		—	—	—	—	(1,856)	(1,856)	1,284	(572)
Net income for the year		—	—	—	92,957	—	92,957	1,147	94,104
Dividends declared	29(c)	—	—	—	(103,329)	—	(103,329)	—	(103,329)
Share-based incentive plan	29(d)	—	—	731	—	—	731	—	731
Non-controlling interest	29(g)	—	—	—	—	—	—	13,729	13,729
Gross obligation under put option	29(g)	—	—	—	—	—	—	(55,490)	(55,490)
Balance on December 31, 2022		15	485,180	1,495	77,576	(11,478)	552,788	(39,330)	513,458
Cumulative translation adjustment		—	—	—	—	(533)	(533)	(459)	(992)
Net income for the year		—	—	—	118,400	—	118,400	2,415	120,815
Dividends declared	29(c)	—	—	—	(145,145)	—	(145,145)	(3,663)	(148,808)
Share-based incentive plan	29(d)	—	—	1,465	—	—	1,465	—	1,465
Capital contributions	29(g)	—	—	—	—	—	—	4,743	4,743
Capital issuance	29(b)	—	15,514	—	—	—	15,514	—	15,514
Non-controlling interests	29(g)	—	—	—	—	—	—	15,147	15,147
Balance on December 31, 2023		15	500,694	2,960	50,831	(12,011)	542,489	(21,147)	521,342
Cumulative translation adjustment		—	—	—	—	(56,206)	(56,206)	5,761	(50,445)
Net income for the year		—	—	—	71,875	—	71,875	3,812	75,687
Dividends declared	29(c)	—	—	—	(132,383)	—	(132,383)	(6,744)	(139,127)
VBI gross obligation derecognized	29(g)	—	—	—	(38,682)	—	(38,682)	36,233	(2,449)
Tria gross obligation recognized	29(g)	—	—	—	—	—	—	(17,117)	(17,117)
Share-based incentive plans	29(d)	—	—	19,081	—	—	19,081	—	19,081
Capital contributions	29(g)	—	—	—	—	—	—	2,452	2,452
Capital issuance	29(b)	—	74,904	—	—	—	74,904	—	74,904
Transfer of additional paid-in capital to retained earnings	29(c)	—	(48,359)	—	48,359	—	—	—	—
Non-controlling interests	29(g)	—	—	—	—	—	—	6,604	6,604
Balance on December 31, 2024		15	527,239	22,041	—	(68,217)	481,078	9,854	490,932

The accompanying notes are integral parts of these consolidated financial statements.

Patria Investments Limited F-10

Patria Investments Limited

Consolidated Statement of Cash Flows

For the years ended December 31, 2024, 2023 and 2022

(In thousands of United States dollars - US$)

	Note	2024	2023	2022
Cash flows from operating activities
Net income for the year		75,687	120,815	94,104
Adjustments to net income for the year
Depreciation expense	25	5,097	4,747	3,825
Amortization expense on intangible assets	24	30,727	22,370	17,379
Amortization expense on credit facility costs	16	2,004	—	—
Net financial investment income	27	—	(2,120)	(2,345)
Unrealized (gains)/losses on long-term investments	27	16,852	2,952	(5,322)
Unrealized (gains)/losses on warrant liability	27	5,823	(690)	(3,115)
Unrealized (gains)/losses on other financial instruments	27	(3,597)	3,934	125
Unrealized (gains)/losses on asset-linked receivable	27	(8,829)	(3,503)	—
Consideration payable adjustments	26	25,280	(8,634)	(11,593)
Gross obligation under put - unwinding	26	(3,093)	11,666	3,533
Gain on associate derecognition	26	—	(4,199)	—
Interest expense on lease liabilities	27	1,382	1,243	1,807
Interest expense on loans	27	10,020	—	—
Deferred income taxes expense	28	(2,052)	(13,316)	1,565
Current income taxes expense	28	12,358	10,500	6,784
Share of equity accounted earnings		508	753	2,351
Share based incentive plan	29(d)	19,081	1,465	731
MtM on energy trading contracts	26	(6,429)	—	—
Other non-cash effects		528	621	439
Changes in operating assets and liabilities
Accounts receivable		(90,157)	(12,602)	(23,067)
Projects advances		6,563	(12,589)	(2,896)
Recoverable taxes		(2,538)	1,909	(2,423)
Personnel and related taxes		10,365	2,469	(12,877)
Carried interest allocation		18,652	19,234	868
Deferred consideration payable on acquisition		11,245	22,229	24,444
Taxes payable		4,474	(4,493)	(8,620)
Payment of income taxes		(13,638)	(3,254)	(621)
Energy trading contracts		(1,577)	—	—
Other assets and liabilities		32,108	1,816	1,238
Payment of placement agent fees		(10,897)	(6,598)	(5,263)
Net cash provided by operating activities		145,947	156,725	81,051
Cash flows from investing activities
Decrease (increase) in short term investments		10,675	31,076	108,855
Decrease (increase) in long-term investments		(3,830)	(9,793)	(12,069)
Investment into SPAC trust account	21(c)	(1,977)	(2,100)	(236,900)
Proceeds from redemptions from the SPAC trust account	21(c)	141,301	65,164	—
Payment of business acquisition payable	21(b)	—	—	(16,437)
Acquisition of property and equipment		(3,605)	(5,870)	(5,439)
Acquisition of software and computer programs	14	(4,679)	(992)	(1,273)
Acquisition of investments in associates		(408)	(528)	(7,789)
Acquisition of contractual rights		—	(8,158)	—
Acquisition of subsidiaries, net of cash acquired	30	(112,164)	(6,633)	(18,295)
Net cash provided by/used in investing activities		25,313	62,166	(189,347)
Cash flows from financing activities
IPO proceeds – SPAC		—	—	230,000
IPO transaction costs – SPAC		—	—	(4,665)
Proceeds from credit facility	16	261,000	25,000	—
Repayment of credit facility, interest and debt issuance costs incurred	16	(45,138)	(26,253)	—
Redemptions from SPAC shareholders	21(c)	(141,301)	(65,164)	—
Investment into SPAC trust account	21(c)	1,977	—	—
Dividends paid to the Company’s shareholders	29(c)	(132,383)	(145,145)	(103,329)
Dividends paid to non-controlling interests in subsidiaries		(5,982)	(3,639)	—
Capital contributions received from non-controlling interest (NCI) shareholders		951	3,657	—
Payment of acquisition payables	21(b)	(86,167)	(14,684)	—
Lease payments	21(a)	(3,229)	(2,156)	(1,652)
Interest paid on lease liabilities	21(a)	(1,382)	(1,243)	(1,807)
Net cash provided by/used in financing activities		(151,654)	(229,627)	118,547
Foreign exchange variation on cash and cash equivalents in foreign currencies		(2,238)	267	1,004
Increase/(decrease) in cash and cash equivalents		17,368	(10,469)	11,255
Cash and cash equivalents at the beginning of the year	6	16,050	26,519	15,264
Cash and cash equivalents at the end of the year	6	33,418	16,050	26,519
Increase/(decrease) in cash and cash equivalents		17,368	(10,469)	11,255
Non-cash operating, investing and financing activity
Addition and disposal of right of use assets	13	9,289	1,860	5,009
Contingent consideration payable on acquisition	30	30,445	4,707	8,355
Consideration payable on acquisition	30	107,889	29,748	17,596
Option arrangements	30	—	—	9,512
Deferred consideration on acquisition	21(b)(ii)	12,240	—	—
VBI – 50% acquisition	5(e)	2,449	—	—
VBI - Gross obligation under put option		—	—	65,544
Igah – Gross obligation under put option recognized		—	—	7,666
Tria - Gross obligation under put option recognized	21(d)	17,117	—	—
SPAC Private Placement Warrants issued by SPAC to Sponsor		—	—	9,251
Issuance of SPAC Class A ordinary shares subject to possible redemption		—	—	220,458
Amortization of SPAC issuance costs to accrete SPAC Class A ordinary shares to redemption value		—	6,166	10,325
Interest earned on SPAC trust account subject to redemption	21(c)	6,021	10,109	3,411
Capital contribution from NCI shareholders in lieu of dividend payable to NCI shareholders		1,501	1,086	—
NCI recognized in the business combination with Tria Energy	30	6,604	—	—
Company Class A common shares issued	29(b)	74,905	15,514	—

The accompanying notes are an integral part of these consolidated financial statements.

Patria Investments Limited F-11

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

1General information

Patria Investments Limited (the “Company”) was established on July 6, 2007, in Bermuda and transferred its registration and domicile by way of registration by continuation to the Cayman Islands on October 12, 2020. The Company transferred its headquarters from Bermuda to the Cayman Islands on the same date. Since then, the Company’s obligations, whether legal, regulatory, or financial, are in accordance with the applicable laws and regulations of the Cayman Islands.

On January 21, 2021, the Company completed its initial public offering (“IPO”) registration. The shares offered and sold in the IPO were registered under the Securities Act of 1933, as amended, according to the Company’s Registration Statement on Form F-1 (Registration N° 333-251823). The common shares began trading on the Nasdaq Global Select Market (“NASDAQ-GS”) on January 22, 2021, under the symbol “PAX”.

The Company is a public holding company controlled by Patria Holdings Limited (the “Parent”), which held 53.76% of the Company’s common shares as of December 31, 2024 (December 31, 2023: 55.36%). The Parent is ultimately controlled by a group of individuals.

The Company and its subsidiaries (collectively, the “Group”) are a private markets investment firm focused on investing globally. Since 1994 the Group has expanded from its initial flagship private equity funds to other investment products, such as:

Investment product	Description
Infrastructure development funds	a private equity approach applied to infrastructure assets. In conjunction with experts from the energy sector, the Group acquired Tria Energy during 2024, a company engaged in energy trading in Brazil (refer to note 30), with the aim to grow its infrastructure vertical.
Co-investment funds	focused on companies from their flagship funds.
Global private market solutions	increased during 2024 with the carve-out acquisition of Aberdeen Plc (“GPMS”) during April 2024 – refer to note 30.
Credit funds	increased through business combination in 2021 with Moneda Asset Management SpA (“MAM I”) and Moneda II SpA (“MAM II”) (collectively “Moneda”).
Real estate funds	increased in 2022 to 2024 with the: •controlling acquisition of VBI Real Estate Gestão de Carteiras S.A.(“VBI”); •controlling acquisition of Patria Asset Management (“PAM”) in partnership with Bancolombia to expand real estate capabilities into Colombia – note 30; •acquisition of Credit Suisse’s Real Estate business (“CSHG”) during May 2024 – refer to note 30; and •acquisition of Nexus, a real estate business in Colombia, during July 2024 – refer to note 30.
Venture capital and growth funds	•through business combination in 2022 with Igah Partners LLC (“Igah Ventures”) and PEVC I General Partner IV, Ltd. (“Igah IV”) and Igah Carry Holding Ltd (collectively “Igah”), and •during 2023 (refer to note 30) Kamaroopin Gestora de Recursos Ltda. (“Kamaroopin Ltda”) and Hanuman GP Cayman, LLC (collectively “Kamaroopin”).

The Group’s operations include investment offices in Montevideo (Uruguay), São Paulo (Brazil), Bogota (Colombia), Medellín (Colombia), Edinburgh (Scotland - United Kingdom), and Santiago (Chile), as well as client-coverage offices in New York (United States), London (United Kingdom), Dubai (United Arab Emirates) and Hong Kong (People's Republic of China) to cover the investor base of its underlying investment products, in addition to its corporate business and management office in Grand Cayman (Cayman Islands).

The Group’s main executive office is located at 60 Nexus Way, 4th floor, Camana Bay, Grand Cayman, Cayman Islands.

Patria Investments Limited F-12

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

Going concern

Considering that the Group has access to sufficient resources to settle liabilities as they become due, no material uncertainties exist that may cast significant doubt regarding the Company’s and Group’s ability to continue as a going concern. As such the use of going concern basis of accounting is considered appropriate. The Group’s current liabilities exceeded its current assets as of December 31, 2024. This position results from the recognition of payables from business combinations concluded for the year ended December 31, 2024. The settlement of the acquisition payables will take place through continuing cash generation from operations, the issue of Class A common shares of the Company, cash collections of outstanding accounts receivable and, if required, additional bank borrowings and credit limits.

These consolidated financial statements for the years ended December 31, 2024, and 2023 include the financial information regarding the Company and its subsidiaries, as described in note 5.

2Presentation of financial statements

a.Statement of compliance and basis of preparation

The consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRSs) issued by the International Accounting Standards Board (“IASB”), that include the standards issued by IASB and interpretations issued by the International Financial Reporting Interpretation Committee (“IFRIC”).

The board of directors approved the consolidated financial statements on May 15, 2025.

b.Functional and presentation currency

The consolidated financial statements are presented in United States dollars (USD), the functional currency of the Company. The effects of the translation from the functional currency into the presentation currency are recognized in equity under the caption “Cumulative Translation Adjustment”.

For details regarding the remeasurement of the balances and transactions in foreign currencies to the functional currency of the Company and its subsidiaries, refer to note 5 for the functional currency determined for each entity.

All amounts are rounded the nearest thousand USD, unless otherwise stated.

c.Use of estimates and judgments

The preparation of the consolidated financial statements in accordance with IFRS requires Management to make estimates that affect the amounts reported in the consolidated financial statements and accompanying notes. Management believes that estimates utilized to prepare the consolidated financial statements are prudent and reasonable. Actual results could differ from those estimates and such differences could be material.

The most significant accounting estimates and corresponding assumptions are as follows:

(i)employee profit-sharing, long-term benefits, and bonus accruals, where management considered the expected results and targets to estimate the accruals;

(ii)the useful lives of tangible and intangible assets and impairment analysis of such assets;

(iii)recoverability of deferred tax assets, using projections of future cash flows and anticipated income and expenses growth rates, as well as considering the timing of utilization of net operating losses, temporary differences and applicable caps for compensation;

(iv)the assessment and measurement of risk regarding provisions and contingencies, where management, supported by the opinion of its legal counsel, determined the likelihood of losses and the probable cash outcome expected for each claim;

Patria Investments Limited F-13

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

(v)revenue recognition, where management determined the multiple elements in the contracts and the criteria and timing for revenue recognition;

(vi)the fair value of financial instruments, and the share-based incentive plans, using inputs that are primarily unobservable;

(vii)fair values of identifiable assets and contingent consideration from business combination transactions and consideration transferred as part of the purchase price allocation;

(viii)The expected redemption amount of gross obligation in respect of written put option arrangements; and

(ix)recoverable amounts of cash-generating units, including goodwill.

(x)applicable tax authorities may have differing interpretations and guidance with respect to certain tax matters specific to the industry in which we operate (including multi-jurisdictional aspects). Management judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets.

3Segment information

The Group operates through a single reportable operating segment, in accordance with IFRS 8, reflecting how the Group’s executive directors collectively act as the chief operating decision maker to allocate resources and assess performance under the Group’s global strategy, which includes integrated product lines. Within its one operating segment, the Company has multiple product lines including global private market solutions, private equity, credit, real estate, infrastructure and public equities.

4Material accounting policies

The material accounting policies described below have been consistently applied in the preparation of the consolidated financial statements.

a.Consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company. See note 5 for the list of the subsidiaries included in the consolidated financial statements.

Control is achieved when the Company not only has power to direct the financial and operating policies of the investee or rights to variable returns from its involvement with the investee, but also has the ability to use its power to affect the investor’s returns from its involvement with the investee. Thus, an investor or an entity with decision-making rights shall determine whether it is a principal or an agent. An investor or an entity that is an agent does not control an investee when it exercises decision-making rights delegated to it. In these situations, the Company may invest in certain investment funds that it manages holding investment fund units with the same rights as the other investment fund investors. The investment funds and their investees are not consolidated by the Company, given that they operate as agents. These investments did not give the Company control nor significant influence over the respective investment funds.

Additionally, although the Group may exercise some level of significant influence over investments held in other investment funds in which it invests, it does not have control over the underlying portfolio companies held by those funds. Therefore, these investments are classified and accounted for as Fair Value Through Profit or Loss (“FVTPL”) in accordance with IFRS 9 – Financial Instruments. Details of these investment funds are included in note 12(b).

For the purpose of these consolidated financial statements, the intercompany balances are eliminated, as well as any income and expenses arising from transactions between the subsidiaries and the Company, if any.

Patria Investments Limited F-14

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

Non-controlling interests in subsidiaries are identified separately from the Group’s equity therein. Those interests of non-controlling shareholders that are present ownership interests entitling their holders to a proportionate share of net assets upon liquidation may initially be measured at fair value or at the non-controlling interests’ proportionate share of the fair value of the acquiree’s identifiable net assets. The choice of measurement is made on an acquisition-by-acquisition basis. Subsequent to acquisition, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests’ share of subsequent changes in equity.

Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of the subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

b.Investments in associates

Associates are companies in which the Group holds an interest and over which the Group has a significant influence but does not have control. In assessing significant influence, the Group considers the investment held and its power to participate in the financial and operating policy decisions of the investee through its voting or other rights. Investments in these companies are initially recognized at cost of acquisition and subsequently accounted for using the equity method unless elected to be measured at fair value through profit or loss in accordance with IFRS 9 – Financial instruments.

Under the equity method, an investment in an associate is recognized initially in the consolidated statement of financial position at cost and adjusted thereafter to recognize the Group’s share of the profit or loss and other comprehensive income of the associate or joint venture. On acquisition of the investment in an associate, any excess of the cost of the investment over the Group’s share of the net fair value of the identifiable assets and liabilities of the investee is recognized as goodwill, which is included within the carrying amount of the investment, net of any cumulative impairment loss. The Group applies the approach to include both payments and contingent variable payments in the carrying amount of the investment at the acquisition date.

c.Business Combinations

Business combinations are accounted for using the acquisition method of accounting. The acquisition date is the date on which the Group effectively obtains control of the acquiree. The purchase consideration of the acquisition of a subsidiary as of its relevant acquisition date, consists of:

•fair values of the assets transferred;

•liabilities incurred to the former owners of the acquired business;

•equity interests issued by the Group, and

•fair value of any assets or liability resulting from a contingent consideration arrangement.

Patria Investments Limited F-15

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

Identifiable assets acquired and liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date. Contingent consideration obligations that are elements of purchase consideration are recognized as of the acquisition date either as equity or a financial liability. Expected cash outflows relating to the business combination are estimated and discounted to fair value based on the terms of the purchase agreement and the Group’s knowledge of the acquired business and how the current economic environment is likely to impact it. Changes in fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period adjustments are adjustments that arise from additional information obtained during the ‘measurement period’ (shall not exceed one year from the acquisition date) about facts and circumstances which existed at the acquisition date. The subsequent accounting for changes in the fair value of the contingent consideration that do not qualify as measurement period adjustments is dependent on how the contingent consideration was classified. Contingent consideration that was classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Other contingent consideration is remeasured to fair value at subsequent reporting dates, with changes in fair value recognized in profit or loss. Acquisition-related costs incurred in connection with a business combination, other than those associated with the issue of debt or equity securities are expensed as incurred.

d.Cash and cash equivalents

Cash and cash equivalents represent cash on hand, cash held in banks and short-term, highly liquid investments (maturity equal to or less than 90 days from the date of acquisition) that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Cash is measured at amortized cost that approximates fair value. Cash equivalents are recorded at fair value based on the share price as of the reporting date.

e.Client funds on deposit and client funds payable

Client funds on deposit include amounts representing cash held with Chilean financial institutions for clients of Moneda Corredores de Bolsa Limitada (“MCB”). It consists of accounts in which clients maintain a cash balance or transactions where the settlement date for the purchase of securities has not yet occurred. Amounts are due from clients on the settlement date of the transaction for cash accounts. Settlement of transactions take place within a period not exceeding 3 days. These activities are in accordance with the Comision para el Mercado Financiero (“CMF”) in Chile and other regulatory authorities and are subject to MCB’s monitoring procedures. The corresponding liabilities related to the above accounts and transactions are included in client funds payable.

Client funds on deposit and client funds payable are financial instruments in accordance with IFRS 9 – Financial Instruments and are initially recognized at fair value and subsequently measured at amortized cost that approximates fair value.

f.Financial instruments

A financial instrument is recognized when the Group becomes a party to a contract that gives rise to a financial asset or a financial liability or equity instrument. Financial assets are no longer recognized when the Group’s contractual rights to receive cash flows from the assets have expired or if the Group has transferred the control over substantially all risks and rewards of ownership. Financial liabilities are no longer recognized when these obligations are discharged or cancelled.

Non-derivative financial instruments are comprised of cash, deposit on lease agreement, project advances, short and long-term investment, client funds, accounts receivable, loans, contingent and deferred considerations payable on acquisition, gross obligations under put option, commitment subject to possible redemption and other liabilities. Lease obligations, while not considered financial instruments under accounting standards, are also included in our analysis of financial instruments for liquidity risk purposes.

Patria Investments Limited F-16

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

Derivative financial instruments are comprised of call options, energy trading contracts and warranty liabilities. The instruments are financial contracts where the value is derived from the underlying assets, interest rates, indexes or currency exchange rates. Derivative financial instruments are also classified as securities unless they are designated as effective hedging instruments. Derivatives are initially recognized at fair value on the date a derivative contract is entered into, and they are subsequently remeasured to their fair value at the end of each reporting period. Derivative financial instruments are classified in the Group’s Consolidated Statement of Financial Position as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

(i)Financial assets

At initial recognition, a financial asset is measured at its fair value plus, in the case of a financial asset not at FVTPL, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVTPL are expensed within the consolidated income statement.

Financial assets, other than those designated and effective as hedging instruments, are classified into the following categories:

•amortized cost

•fair value through profit or loss (FVTPL)

•fair value through other comprehensive income (FVOCI).

In the years presented, the Group does not have any financial assets designated as FVOCI or financial assets designated as hedging instruments.

The classification is determined by both:

•the entity’s business model for managing the financial asset

•the contractual cash flow characteristics of the financial asset.

All income and expenses relating to financial assets that are recognized in profit or loss are presented within financial income and expenses, except for impairment of trade receivables which would be presented within general and administrative expenses (no trade receivables have previously been impaired). The Group has assessed all financial instruments to have low credit risk in accordance with IFRS 9 – Financial Instruments.

Amortized cost

A financial asset is measured at amortized cost, if both of the following conditions are met: (a) the asset is held within a business model whose objective is to hold assets in order to collect contractual cash flows; and (b) the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. These assets are initially recognized at fair value plus transaction costs and subsequently measured at amortized cost using the effective interest rate method, less any impairment losses. Receivables with a short duration are measured at their transaction price.

Fair value through profit or loss

Any financial assets that are not held within a business model whose objective is to hold assets in order to collect contractual cash flows are measured at fair value through profit or loss.

(ii)Financial liabilities

All financial liabilities are measured at amortized cost, except for financial liabilities at fair value through profit or loss. After initial recognition, an entity cannot reclassify any financial liability.

A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. It is treated as the derecognition of the original liability and the recognition of a new liability when an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in profit or loss.

Patria Investments Limited F-17

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

g.Impairment losses

Financial assets

The Group considers the allowance for losses on financial assets at amortized cost for forward looking Expected Credit Losses (“ECL”) in line of IFRS 9 – Financial Instruments requirements, if applicable. The Group holds receivables with no financing component that have maturities of less than 1 year at amortized cost and as such has chosen to apply an approach similar to the simplified approach for ECL under IFRS 9 – Financial Instruments to all its receivables. Therefore, the Group does not track changes in credit risk for the purpose of the loss allowance, but instead recognizes a loss allowance based on lifetime ECLs at each reporting date using both quantitative and qualitative analysis and based on the historical experience of the Group and updated understanding of the credit assessment of receivables from customers.

An impairment loss in a financial asset measured at amortized cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows, and it is recognized immediately in the consolidated statement of profit or loss. This impairment loss is reversed if justified by any event that occurs after its recognition.

Non-financial assets

The carrying amounts of the Group’s non-financial assets are tested for impairment if there is any indication of loss in its recoverable amount. An impairment loss is recognized if an asset’s carrying amount exceeds its recoverable amount recorded in the consolidated financial statements.

The recoverable amount of an asset is the higher amount between its value in use and its fair value less costs to sell. To measure the value in use, the present value of future cash flows is discounted using a discount rate that reflects current market valuations and the asset’s risks.

Goodwill is tested annually or more frequently if a change in circumstance indicates that it might be impaired.

h.Gross obligation under put option

The Group has granted options to non-controlling interest shareholders of certain consolidated subsidiaries. Liabilities from put options granted represent contracts that impose (or may potentially impose) an obligation on the Group to purchase its own equity instruments (including the shares of a subsidiary) for cash or another financial asset. The Group recognizes these commitments as follows:

Put option liabilities (net of any proceeds received) are initially recorded in equity at the present value of the expected redemption amount payable and recorded as a liability in the statement of financial position. The present value is based on a discounted cash flow model, market multiples or a recent transaction during the current year in which the equity value was determined. This applies regardless of whether the Group has the discretion to settle in its own equity instruments or cash. Management’s judgements and estimates relate to the inputs used in determining the present value of the expected redemption amount payable.

In accordance with IAS 32, the Group has decided to apply as an accounting policy choice, the classification of the gross obligation arising from business combination in equity as part of non-controlling interest where the non-controlling interest shareholders still have an economic interest in the underlying business results.

In the event the non-controlling interest shareholders do not have an economic interest in the underlying business results, the Group recognizes the gross obligation under the put option as disclosed above and the corresponding non-controlling interests are eliminated.

Patria Investments Limited F-18

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

Subsequent revisions to the expected redemption amount payable as well as the unwinding of the discount related to the measurement of the present value of the granted put option liability, are recognized through profit and loss. Where a granted put option expires unexercised or is cancelled, the carrying value of the financial liability is reclassified to the non-controlling reserve in equity. The difference between the carrying amount of the discharged liability and reserve recognized on acquisition of control from business combination is recorded in equity through profit or loss.

i.Property and equipment

Property and equipment items are stated at purchase cost, less accumulated depreciation and impairment losses. Cost includes, where applicable, expenses directly attributable to the purchase of the assets. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. Any costs related to maintenance and repairs are recorded as part of operating expenses when incurred.

Depreciation, recognized in the consolidated statement of profit or loss, is calculated on a straight-line basis over the estimated useful lives of the assets. The useful life is periodically reviewed and updated prospectively if any amendment is required.

The estimated useful lives per category are as follows:

Furniture and fixtures	10 years
Building improvements	10 years
Office equipment	5 years

The carrying value of an item of property and equipment shall be de-recognized on disposal or when no future economic benefits are expected from its use. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and is recognized in profit or loss.

Although subject to depreciation, these assets are tested for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable.

j.Intangible assets

Intangible assets are non-monetary assets without physical substance. These items are initially measured at cost and subsequently carried at cost less any accumulated amortization and impairment losses. Intangible assets with finite useful lives are amortized on a straight-line basis over their estimated useful lives. Although subject to amortization, these assets are tested for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable.

The Group has the following intangible assets with finite useful lives:

(i)placement agent fees, which are amortized over the terms of the respective investment funds, with an average estimated term ranging between 10 to 25 years;

(ii)software, with an average estimated useful life of 5 years;

(iii)contractual rights to earn future fee income relating to the acquisition of portfolio management contracts, which are amortized over the respective contractual periods of the underlying investment funds Amortization details are included under note 14; and

(iv)identifiable intangible assets acquired through business combination are recognized at fair value at the acquisition date, have a finite useful life and are subsequently carried at cost less accumulated amortization and impairment losses. Amortization details are included under note 14.

Intangible assets are derecognized on disposal or when no future economic benefits are expected from their use. The gain or loss from derecognition is recognized in profit or loss.

Patria Investments Limited F-19

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

Goodwill

Goodwill in a business combination is recognized at the acquisition date when the purchase consideration, and the recognized amount of non-controlling interests exceeds the fair value of the identifiable net assets of the entity acquired. If the purchase consideration is lower than the fair value of the identifiable net assets of the acquiree (a gain from bargain purchase), the difference is recognized in the consolidated statement of profit or loss. The gain or loss on the disposal of an entity is calculated after consideration of attributable goodwill. Goodwill is carried at cost less accumulated impairment losses.

Goodwill is not amortized but is reviewed at least annually for impairment. Goodwill is allocated to cash-generating units or groups of cash-generating units, expected to benefit from the business combination in which the goodwill arose.

Cash-generating units to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, an impairment loss is recognized. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). An impairment loss recognized for goodwill is not reversed in a subsequent period.

k.Employees’ benefits

(i)Short-term employee benefits

Current benefits are paid within twelve months and include salaries, social security contributions, bonuses and profit sharing, including carried interest allocations (excluding allocations payable after twelve months from the reporting date). These benefits are recognized on an accrual basis.

The Group annually recognizes a provision for profit sharing, according to conditions approved by Management. These amounts are recorded as ‘Personnel expenses’ in the consolidated statement of profit or loss.

(ii)Long-term employee benefits – long term incentive program

The long-term incentive plan (“LTIP”) is designed to retain key employees as well as provide alignment between them and the Company’s shareholders.

The LTIP governs the issuances of equity incentive awards with respect to Class A common shares. The board of directors may at its discretion adjust the number of Class A common shares available for issuance under the LTIP. Equity incentive awards may be granted to the Group’s employees, non-employee directors, officers, consultants, or other individual service providers as well as holders of equity compensation awards granted by an entity that may be acquired in the future.

Equity incentive awards may be granted in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards or other stock-based awards. Stock options and stock appreciation rights will have an exercise price determined by the administrator but that is no less than the fair market value of the underlying Class A common shares on the date of grant.

Patria Investments Limited F-20

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

The vesting conditions for grants under the LTIP are determined by the administrator of the LTIP (the “Administrator”) and, in the case of restricted stock or restricted stock units, are set forth in the applicable award documentation. For stock options, the Administrator determines the exercise price of the option, the term of the option and the time or times at which the option may be exercised. Performance awards are subject to performance conditions as specified by the Administrator and are settled in cash, Class A common shares, other awards, other property, net settlement or any combination thereof, as determined by the Administrator in its discretion, following the end of the relevant performance period. The LTIP is administered by a committee appointed by the board of directors for the administration and implementation of the LTIP.

Share based incentive plan – equity incentive program

Under the LTIP, the Company has share based incentive plans of which Performance Restricted Units (“PSUs”) and are granted to eligible participants and subject to achieving vesting conditions, are convertible into Class A common shares.

PSU’s

The vesting conditions can be divided into two groups, time vesting conditions and market performance conditions.

The vesting period (time vesting conditions) is divided into three tranches as follows:

•third anniversary of the grant date, upon which one third (1/3) of the PSUs will become time vested.

•fourth anniversary of the grant date, upon which one third (1/3) of the PSUs will become time vested.

•fifth anniversary of the grant date, upon which one third (1/3) of the PSUs will become time vested.

As a market performance condition, the final number of Class A common shares delivered to the participants is also dependent on the Total Shareholder Return (“TSR”), including share price growth and dividends in comparison to a peer group. If TSR in comparison to the share price at the beginning of the grant is equal to or exceeds at least 8% per year at the end of the 3rd, 4th and 5th year grant anniversary, the PSUs are delivered to the participant. In addition to that, if the TSR is equal or above the TSR of a determined peer group at the end of the last vesting period, each participant shall be entitled to receive an additional number of PSUs (“boost grant”) equal to twenty per cent (20%) of the total number of PSUs originally granted to the participant.

If an eligible participant ceases to be employed by the Company, within the vesting period, the rights will be forfeited, except in limited circumstances that are approved on a case-by-case basis by the Committee.

The cost of the share-based incentive plan is measured using the fair value at the grant date. The cost is expensed together with a corresponding increase in equity over the service period.

The total amount to be expensed is determined by reference to the fair value of the shares granted at the grant date, which is also based on:

•TSR; and

•The impact of any time-related vesting conditions (i.e. remaining an employee of the entity over a specified time).

The total expense is recognized over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each period, the entity revises its estimates of the number of shares that are expected to vest based on the time vesting conditions. The Company recognizes the impact of the revision to original estimates, if any, in profit or loss, with a corresponding adjustment to equity.

When the PSUs are vested, the Committee will, at its discretion, direct the Company to deliver Class A common shares from either treasury shares or newly issued shares to satisfy the delivery of incentives pursuant to this share-based incentive plan. The Committee may also decide to settle the delivery of incentives pursuant to this share-based incentive plan in cash.

Patria Investments Limited F-21

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

Equity reserves for the share-based incentive plan do not include any tax benefits on total share-based incentive plan expense. The tax benefits will be considered when the PSUs shares are converted into Class A common shares.

The Monte Carlo simulation best reflects the market condition regarding the TSR of the Company in comparison to a minimum TSR of 8% per year, and also in comparison with a peer group. To estimate future share prices of the Company and its peer group, the model considers the share price on the grant date, the expected volatility, an estimated correlation between share prices and United States Treasury Bonds as the risk-free interest rate.

l.Provisions, contingent assets and contingent liabilities

The recognition, measurement and disclosure of contingent assets and contingent liabilities and legal obligations are performed based on the criteria set forth in IAS 37 - Provisions, Contingent Liabilities and Contingent Assets.

•Contingent Assets: are not recognized, except if the realization of the asset is virtually certain.

•Provisions: are recognized in the financial statements when, based on Management’s assessment supported by the opinion of the legal counsel, the risk of an unfavorable outcome in a judicial or administrative proceeding is considered probable, and whenever the amounts involved can be reliably measured.

•Contingent Liabilities: are disclosed in the notes to the financial statements when, based on Management’s assessment supported by the opinion of the legal counsel, the risk of an unfavorable outcome in a judicial or administrative proceeding is considered possible. The contingent liabilities for which the risk of an unfavorable outcome in a judicial or administrative proceeding is considered remote are neither accounted for nor disclosed.

m.Leases

According to IFRS 16, a contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Group determines the lease term as the non-cancellable period of a lease, together with both: (a) periods covered by an option to extend the lease if the lessee is reasonably certain to exercise that option; and (b) periods covered by an option to terminate the lease if the lessee is reasonably certain not to exercise that option.

The Group does not hold lease contracts as a lessor. For the contracts in which the Group is the lessee, the Group recognizes a right-of-use asset and a lease liability at the commencement date. A right-of-use asset is measured at cost at the commencement date, which consists of: (a) the amount of the initial measurement of the lease liability; (b) any lease payments made at or before the commencement date, less any lease incentives received; (c) any initial direct costs incurred by the Group; and (d) an estimate of costs to be incurred by the Group in dismantling and removing the underlying asset, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease. After the commencement date, the Group measures the right‑of‑use asset at cost, less any accumulated depreciation and any accumulated impairment losses, and adjusts it for any remeasurement of the lease liability. The right-of-use asset is depreciated over the lease period.

At the commencement date, the Group measures the lease liability at the present value of the lease payments that are not paid at that date. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined. If that rate cannot be readily determined, the Group uses the Group’s incremental borrowing rate. After the commencement date, the Group measures the lease liability by: (a) increasing the carrying amount to reflect interest on the lease liability; (b) reducing the carrying amount to reflect the lease payments made; and (c) remeasuring the carrying amount to reflect any reassessment or lease modifications.

If Group have contracts eligible as short-term leases and leases for which the underlying asset is of low value, the low value exemption is applied and the rental expense is expensed as incurred.

The Group has rental agreements for its offices in the Cayman Islands, United Kingdom, United States of America, Uruguay, Brazil, Chile and Colombia within the scope of IFRS 16.

Patria Investments Limited F-22

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

n.Revenues

The Group’s revenues from services consist of (i) management fees, (ii) performance fees, (iii) incentive fees, (iv) advisory fees and (v) other ancillary services fees, reported net of applicable taxes.

The Group follow a five step guidance to recognize revenue in accordance with IFRS 15 – Revenue from Contracts with Customers: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation.

Management fees are primarily related to management of investment funds Management fees of illiquid investment funds are calculated as a fixed percentage over the committed capital and/or the deployed capital for each one of the investment funds following the relevant Limited Partnership Agreement or Private Placement Memorandum. Management fees of investment funds are generally based on an agreed percentage of Net Asset Value or Assets Under Management. Management fees are recognized when the services are provided, throughout the year that the Group provides the services to the investment fund. As manager of the investment funds, the Group may, at its sole discretion, decrease the percentage or amount of fees being paid by the investment funds directly or indirectly to the Group or fully waive the payment of fees paid by the investment funds, for a determined period of time or until the maturity of the investment funds. Revenue is not recognized in such cases.

Incentive fees are realized performance-based fees which are measured and received on a recurring basis, and not dependent on realization events from the underlying investments.

Performance fees and other performance-based fees are primarily generated when the return of the investment funds surpasses the performance hurdle set out in the related charters. Since the investment funds’ performance is susceptible to market volatility and to factors out of the Group’s control, the related fees fall under the variable consideration defined in IFRS 15. According to the referred standard, the Group recognizes these fees at a point in time when the associated performance obligations are satisfied, the related uncertainties are resolved, the likelihood of a claw-back or reversal is highly improbable and the likely amount of the transaction prices can be estimated without significant chance of reversal, indicating high probability of economic benefits and cash inflow to the Group, whereby the performance fee has then crystallized and can be reliably estimated. Once crystallized, performance fees typically cannot be clawed back. There are no other performance obligations or services provided which suggest these have been earned either before or after the crystallization date.

Advisory and other ancillary fees primarily relate to services provided to the investment funds’ invested companies; the first relates to support on acquisitions and the latter refers to value-creation ongoing consulting services. Advisory and other ancillary service fees are recognized as the services are provided and/or when certain transactions are completed, as applicable.

o.Financial income and expenses

Financial income primarily consists of interest income and gains on short and long-term investments, gains from derivative instruments and foreign exchange gains in monetary items.

Financial expenses primarily include losses on short and long-term investments, losses from derivative instruments, interest expenses, foreign exchange losses in monetary items and banking costs on financial transactions, recognized on an accrual basis.

p.Income tax expenses – current and deferred

Income tax consists of current and deferred income taxes.

Patria Investments Limited F-23

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

Current tax is the expected tax payable on the taxable income for the year and any adjustment to tax payable in respect of previous years.The income tax basis and the current tax rates are determined according to criteria established by the prevailing tax law applicable in the jurisdictions where the Company and its subsidiaries operate. Temporary differences for all subsidiaries have no statute of limitation and no limitation for offsetting.

Deferred tax is provided using the statement of financial position method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the reporting date. Deferred tax assets and liabilities shall be recognized for unused tax losses, deductible and taxable temporary differences, respectively. A deferred tax asset and liability is recognized only when it is probable that future taxable income will be generated and available.

All the jurisdictions in which the Group operate have enacted rules on transfer pricing that require intragroup transactions to be conducted on arm’s-length terms. Brazil did not comprehensively adopt the arm’s length terms until December 28, 2022, when Provisional Measure No. 1,152/2022, later converted into Law No. 14,596/2023, was enacted to adapt the Brazilian transfer pricing rules to fully adopt the arm’s length standard. These provisions became effective as of January 2024 and were adopted by the Group.

The Group applies the IFRIC 23 Uncertainty over Income Tax Treatment and did not identify a significant impact on its taxable profit or loss from uncertainties over income tax treatments.

q.Foreign-currency transactions

Transactions denominated in foreign currencies (i.e., in any currency other than the respective functional currencies of the Group entities) are translated at the time of occurrence.

Monetary items are retranslated at each reporting date using the rates prevailing at that date. Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date the fair value was determined. Non-monetary items that are measured in terms of historical cost are not retranslated at each reporting date. Foreign exchange gains and losses are recognized in profit and loss.

To present consolidated financial statements, the assets and liabilities of the Group’s foreign operations are translated at exchange rates prevailing on the reporting date. Income and expense items are translated at the average exchange rates for the period, according to IAS 21 – The Effects of Changes in Foreign Exchange. Exchange differences arising, if any, are recognized in other comprehensive income and accumulated in a foreign exchange translation reserve (attributed to non-controlling interests as appropriate).

r.Dividends

Dividend distribution to the Company’s shareholders is recognized directly in equity in the Group’s consolidated financial statements in the period in which the dividend is declared. For purposes of the consolidated statement of cash flows, dividends paid are included as cash flows from financing activities.

During the 2024 financial year, the Board approved a new dividend policy paying a fixed quarterly dividend of US$0.15 per share effective from quarter two of 2024. The new dividend policy together with the fixed quarterly payment will be reviewed by the Board on a yearly basis.

s.New and amended accounting standards adopted by the Group

The Group has applied the following standards, amendments and interpretations for the first time for their annual reporting period commencing 1 January 2024:

•Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current and Non-current Liabilities with Covenants

Patria Investments Limited F-24

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

    The new standard requires companies to classify a liability as non-current if it has a right to defer settlement for at least 12 months after the reporting date. This right may be subject to a company complying with conditions (covenants) specified in a loan arrangement.

    Furthermore, the amendment also clarifies how a company classifies a liability that can be settled in its own shares – e.g. convertible debt. When a liability includes a counterparty conversion option that involves a transfer of the company’s own equity instruments, the conversion option is recognized as either equity or a liability separately from the host liability under IAS 32 Financial Instruments: Presentation. The IASB has now clarified that when a company classifies the host liability as current or non-current, it can ignore only those conversion options that are recognized as equity.

    With the new amendment, convertible debt may become current liabilities.

•Amendments to IFRS 16 Leases: Lease Liability in a Sale and Leaseback

    Lease Liability in a Sale and Leaseback (Amendments to IFRS 16) requires a seller-lessee to subsequently measure lease liabilities arising from a leaseback in a way that it does not recognize any amount of the gain or loss that relates to the right of use it retains. The new requirements do not prevent a seller-lessee from recognizing in profit or loss any gain or loss relating to the partial or full termination of a lease.

•Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures: Supplier Finance Arrangements

    The new requirements supplement those already included in IFRS standards and include disclosures about:

–Terms and conditions of supplier financing arrangements.

–The amounts of the liabilities that are the subject of such agreements, for which part of them the suppliers have already received payments from the financiers, and under which item these liabilities are shown in the balance sheet.

–The ranges of due dates.

–Information on liquidity risk

Impact of the new standards on the Group

The implementation of these standards and amendments had no material financial impact on the Group.

t.New standards and interpretations not yet adopted by the Group – applicable and mandatory for fiscal years beginning on or after January 1, 2025:

1 January 2025

•Lack of Exchangeability – Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates

1 January 2026

•Amendments to the Classification and Measurement of Financial Instruments – Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures

•Annual Improvements to IFRS Accounting Standards – Amendments to:

–IFRS 1 First-time Adoption of International Financial Reporting Standards;

–IFRS 7 Financial Instruments: Disclosures and its accompanying Guidance on implementing IFRS 7;

–IFRS 9 Financial Instruments;

–IFRS 10 Consolidated Financial Statements; and

–IAS 7 Statement of Cash flows

1 January 2027

•IFRS 18 Presentation and Disclosure in Financial Statements

•IFRS 19 Subsidiaries without Public Accountability: Disclosures

Patria Investments Limited F-25

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

Impact of the new standards on the Group

The implementation of these standards and amendments, once adopted, will not have a material financial impact on the Group.

5Group Structure

a.Consolidation and subsidiaries

The consolidated financial statements include the entities listed below, which are the Company’s direct or indirect subsidiaries:

		Principal Activities	Country of Incorporation	Functional Currency	Equity interest (direct or indirect) (%)
Subsidiaries					December 31, 2024		December 31, 2023
Patria Finance Ltd.		Asset management & administration	KY	USD	100.00	%	100.00	%
Patria Brazilian Private Equity III, Ltd.		Investment fund manager	KY	USD	100.00	%	100.00	%
PBPE General Partner IV, Ltd.		Investment fund manager	KY	USD	100.00	%	100.00	%
PBPE General Partner V, Ltd.		Investment fund manager	KY	USD	100.00	%	100.00	%
Patria Brazilian Private Equity General Partner VI, Ltd.		Investment fund manager	KY	USD	100.00	%	100.00	%
Patria Brazil Real Estate Fund General Partner II, Ltd.		Investment fund manager	KY	USD	100.00	%	100.00	%
Patria Brazil Real Estate Fund General Partner III Ltd.		Investment fund manager	KY	USD	100.00	%	100.00	%
Patria Brazil Retail Property Fund General Partner, Ltd.		Investment fund manager	KY	USD	100.00	%	100.00	%
Patria Investments UK Ltd.		Investor relations, marketing & administration	UK	GBP	100.00	%	100.00	%
Patria Investments US LLC		Investor relations, marketing & administration	US	USD	100.00	%	100.00	%
Patria Investments Colombia S.A.S.		Advisory, investor relations & marketing	CO	COP	100.00	%	100.00	%
Infrastructure II GP, Ltd.		Investment fund manager	KY	USD	100.00	%	100.00	%
Infrastructure III SLP Ltd.		Investment fund manager & advisory	KY	USD	100.00	%	100.00	%
Patria Infrastructure General Partner IV Ltd.		Investment fund manager	KY	USD	100.00	%	100.00	%
Pátria Investimentos Ltda. (“PILTDA”)	(c)	Asset management & administration	BR	BRL	100.00	%	100.00	%
Patria Investments Latam S.A.		Holding company	UY	USD	100.00	%	100.00	%
Patria Investments Uruguay Agente de Valores S.A.		Broker, advisory, investor relations & marketing	UY	USD	100.00	%	100.00	%
Patria Investments Cayman Ltd.		Holding company	KY	USD	100.00	%	100.00	%
Patria Investments Hong Kong, Ltd.		Investor relations, marketing & administration	HK	HKD	100.00	%	100.00	%
Platam Investments Brazil Ltda.		Asset management & administration	BR	BRL	100.00	%	100.00	%
Patria Constructivist Equity Fund General Partner II, Ltd.		Investment fund manager	KY	USD	100.00	%	100.00	%

Patria Investments Limited F-26

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

		Principal Activities	Country of Incorporation	Functional Currency	Equity interest (direct or indirect) (%)
Subsidiaries					December 31, 2024		December 31, 2023
PI General Partner V Ltd.		Investment fund manager	KY	USD	100.00	%	100.00	%
PPE General Partner VII, Ltd.		Investment fund manager	KY	USD	100.00	%	100.00	%
PI Renewables General Partner, Ltd.		Investment fund manager	KY	USD	100.00	%	100.00	%
Patria Latam Growth Management Ltd.	(o)	Investment fund manager	KY	USD	—		100.00	%
Patria SPAC LLC		Holding company & SPAC Sponsor	KY	USD	100.00	%	100.00	%
Patria Latin American Opportunity Acquisition Corp.	(f)	SPAC	KY	USD	100.00	%	100.00	%
Moneda Asset Management SpA (“MAM I”)		Holding company	CH	CLP	100.00	%	100.00	%
Moneda Corredores de Bolsa Limitada (“MCB”)		Broker	CH	CLP	100.00	%	100.00	%
Moneda S.A. Administradora General De Fondos (“MAGF”)		Asset management	CH	CLP	100.00	%	100.00	%
Moneda II SpA (“MAM II”)		Holding company	CH	USD	100.00	%	100.00	%
Moneda International Inc.		Investment fund manager	BV	USD	100.00	%	100.00	%
Moneda USA Inc.		Advisory	US	USD	100.00	%	100.00	%
Patria VBI Real Estate Gestão de Carteiras S.A. (“VBI”)	(e)(g)	Asset management	BR	BRL	100.00	%	50.00	%
VBI Administração Fiduciaria e Gestão Ltda	(e)	Administration	BR	BRL	100.00	%	50.00	%
BREOF Partners Ltda	(e)	Holding company	BR	BRL	100.00	%	50.00	%
VBI ND II Empreendimentos Imobiliários Ltda	(o)	Dormant	BR	BRL	—		50.00	%
VBI Data Center Empreendimentos Imobiliários Ltda	(o)	Dormant	BR	BRL	—		50.00	%
Igah Partners LLC	(h)	Asset management	US	USD	100.00		100.00	%
e.Bricks Ventures III GP, LLC		Investment fund manager	KY	USD	100.00	%	100.00	%
Igah Carry Holding Ltd		Carry vehicle	KY	USD	100.00	%	100.00	%
PEVC I General Partner IV, Ltd.	(h)	Holding company	KY	USD	42.92	%	13.20	%
Patria Real Estate Latam S.A.S	(g)	Holding company	UY	USD	98.90	%	98.90	%
Patria Private Equity Latam S.A.S		Holding company	UY	USD	100.00	%	100.00	%
Patria Fund Advisor Ltd.	(o)	Dormant	KY	USD	—		100.00	%
VBI Holding Ltda (formerly NewCo BlueMacaw Partner Ltda.)	(j)	Holding company	BR	BRL	100.00	%	100.00	%
BlueMacaw S.A.	(p)	Holding company	BR	BRL	—		100.00	%
VBI Asset Management Ltda.	(j)	Asset management	BR	BRL	100.00	%	100.00	%
KMP I Holding	(k)	Holding company	KY	USD	100.00	%	100.00	%
Kamaroopin Gestora de Recursos Ltda. (“Kamaroopin Ltda”)	(k)	Asset management	BR	BRL	100.00	%	100.00	%
Hanuman GP Cayman, LLC (“Hanuman”)	(i)	Asset management	KY	USD	100.00	%	100.00	%
Pat HoldCo Mexico S. de R.L. de C.V.	(i)	Holding company	MX	MXN	100.00	%	100.00	%
Pat Inmuebles HoldCo Mexico S. de R.L. de C.V.	(i)	Holding company	MX	MXN	100.00	%	100.00	%
Pat HoldCo Servicios Corporativos S. de R.L. de C.V.	(i)	Holding company	MX	MXN	100.00	%	100.00	%
Patria Investments Argentina S.A.	(i)	Holding company	AR	ARS	100.00	%	100.00	%
Patria VBI Securities Ltda. (formerly “Bari Gestao De Recursos Ltda.”)	(l)	Asset management	BR	BRL	100.00	%	50.00	%
Patria Asset Management S.A. (“PAM”)	(m)	Asset management	CO	COP	50.74	%	50.74	%
VBI Capital Ltda.	(e)(n)	Asset management	BR	BRL	100.00	%	50.00	%
Move Capital S.A.	(e)(n)	Asset management	BR	BRL	100.00	%	50.00	%
SH Manco Holding Ltda.	(q)	Holding company	BR	BRL	75.00	%	—
Patria Acquisitions Limited	(i)	Holding company	UK	GBP	100.00	%	—
Patria Energía Participações Ltda.	(a)	Holding company	BR	BRL	100.00	%	—
Tria Comercializadora de Energía S.A.	(a)	Energy trading company	BR	BRL	66.67	%	—

Patria Investments Limited F-27

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

		Principal Activities	Country of Incorporation	Functional Currency	Equity interest (direct or indirect) (%)
Subsidiaries					December 31, 2024		December 31, 2023
Sugrat Comercializadora de Energia S.A.	(i)	Energy trading company	BR	BRL	66.67	%	—
Pátria Holding Financeira Ltda.	(i)	Holding company	BR	BRL	100.00	%	—
Pátria Distribuidora de Títulos e Valores Mobiliários Ltda.	(i)	Dormant	BR	BRL	100.00	%	—
Patria Europe 1 (GP) Limited	(b)	Investment fund manager	UK	GBP	100.00	%	—
Patria Europe 2 Limited	(b)	Holding company	UK	GBP	100.00	%	—
Patria Private Equity (Europe) Limited	(b)	Asset management	UK	GBP	100.00	%	—
Patria Capital Partners LLP	(b)	Asset management	UK	GBP	100.00	%	—
Nexus Capital Partners S.A.S	(d)	Asset management	CO	COP	100.00	%	—
Patria Portfolio Investments Limited	(i)	Holding company	KY	USD	100.00	%

“USD” United States dollars, “BRL” Brazilian Real, “GBP” Pound Sterling, “CLP” Chilean peso, “COP” Colombian peso, “HKD” Hong Kong dollar, “ARS” Argentine Peso, “MXN” Mexican Peso

“KY” Cayman Islands, “BR” Brazil, “CO” Colombia, “CH” Chile, “UK” United Kingdom, “US” United States, “BV” British Virgin Islands, “MX” Mexico, “AR” Argentina, “UY” Uruguay, “HK” Hong Kong

(a)On April 02, 2024, the Group closed on a transaction acquiring 66.67% interest in Tria Comercializadora de Energia Ltda (“Tria”). The business combination is a joined effort between the Group and individuals within the energy sector establishing an energy trading company.

(b)On April 26, 2024, the Group closed a transaction acquiring a carve-out interest in Aberdeen, a European private equity business. The newly acquired business, together with Patria’s existing global private markets vehicles, will form a new vertical – Global Private Markets Solutions (“GPMS”), with an aggregate Fee Earning AUM (“FEAUM”) of over $8 billion. This vertical will further develop Patria’s capabilities to serve clients as a gateway to private markets on a global scale.

(c)On May 24, 2024, the Group closed on a transaction with Credit Suisse acquiring its Real Estate business in Brazil. The business includes seven Real Estate Investment Trusts (“REITS”) with over 960 thousand shareholders which will adds additional scale to Patria’s Real Estate business and solidifies Patria’s position as a leading independent manager of REITs in Brazil and Latin America. The real estate funds acquired were incorporated into PILTDA.

(d)On July 16, 2024, the Group completed a 100% acquisition of Nexus Capital, an independent alternative real estate asset manager in Colombia. The acquisition added approximately US$800 million to Patria’s Fee Earning AUM, including over US$680 million in Permanent Capital vehicles, to be immediately accretive to Patria’s Fee Related and Distributable Earnings.

(e)On August 01, 2024, the Group exercised its option to acquire the remaining 50% interest in VBI. The option arrangement was put in place between the Group and the non-controlling interest of VBI upon the business combination that took place during July 2022. A breakdown of the consideration paid and the derecognition of the gross obligation under put option are summarized under notes 21(b)(iv) and 21(d) respectively, with the derecognition of non-controlling interest set out in note 29(g). The net effect of the transaction amounted to US$2.4 million loss recognized directly in retained earnings.

(f)Patria Latin American Opportunity Acquisition Corp. (the “SPAC” or “PLAO”): a special purpose acquisition company incorporated in the Cayman Island and sponsored by Patria SPAC LLC (the “SPAC Sponsor”) for the purpose of effecting a business combination with one or more businesses with a focus in Latin America.

    Should PLAO not complete the initial business combination within the specified period the SPAC Class A Ordinary Shares will be redeemed from the proceeds held in the trust account. On June 12, 2024, PLAO’s shareholders approved at an extraordinary general meeting an additional 15-month extension to provide time for PLAO to complete a business combination. For each month spent during this extension period, the SPAC sponsor will deposit US$0.015 per public share into the trust account (approximately US$68 thousand per month). The holders of Public Shares could elect to redeem shares in connection with the Extension Amendment and 12,339,057 shares were redeemed on June 12, 2024 (refer note 21(c)).

    As of December 31, 2024, the Group has not selected any business combination target for PLAO. The expectation is to complete a business combination as soon as the Group identifies a target company. The target company could potentially be identified as one of the Group’s investment funds investees. In the event of a business combination, it could result in recognition of performance fee revenue and carried interest allocation expenses for the Group.

(g)In March 2023, the Group restructured its VBI holding, contributing the interest held by the Company in VBI to Patria Real Estate Latam S.A.S. There was no change in control or in the total interest held by the Group in VBI. However, there was a dilution of 1.1% in the Company’s direct and indirect interest in Patria Real Estate Latam S.A.S. during the year because of the transaction to acquire assets of Blue Macaw as disclosed in note 5(j) below.

(h)Igah Partners LLC (“Igah Ventures”): a subsidiary of the Group acquired through a business combination that serves as manager of venture capital related funds. Additionally, PEVC I General Partner IV, Ltd (“Igah IV”) was also acquired. Igah Ventures and Igah IV are collectively referred to as “Igah”. On December 23, 2024, the Group entered into an agreement acquiring an additional 29.72% stake in Igah IV for R$24.3 million (approximately US$3.9 million) that will be paid in cash between the years 2024 and 2028. The group now holds 42.92% in the GP.

(i)Newly incorporated subsidiaries without assets, liabilities or operations.

(j)On April 3, 2023, VBI acquired a 100% beneficial interest in NewCo BlueMacaw Partners Ltda. renamed to VBI Holding Ltda, BlueMacaw S.A. (merged into VBI Holding Ltda) and VBI Asset Management Ltda., (collectively “Blue Macaw”). The Blue Macaw entities are located in Brazil and focus on infrastructure and real estate investments throughout Latin America. The acquisition is part of the Group’s strategy to enhance its share of the Brazilian real estate market through synergies with VBI. The Group accounted for the transaction as an asset acquisition since the principal assets acquired consist of 4 contractual rights relating to the portfolio of management contracts of the investment funds acquired.

(k)On April 12, 2023, the Group acquired control of Kamaroopin by acquiring the remaining interest in these companies pursuant to the acquisition agreement for Kamaroopin (note 30 (a)). For purposes of the Kamaroopin transaction, KMP I Holding (fully owned by Patria Investments Limited) was incorporated.

Patria Investments Limited F-28

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

(l)On December 1, 2023, the Group completed the acquisition of Bari Gestao De Recursos Ltda. renamed to VBI Securities Ltda (“Bari”), a subsidiary of the Group. Bari is an asset management company focused on real estate investment products. The Group accounted for the transaction as an asset acquisition since the principal lead asset consisted of contractual rights in the management of its investment fund representing substantially all of the fair value of the gross assets acquired. There is no operational process in the entity as of the closing date. All activities, systems and industry knowledge will be taken over by VBI management.

(m)On November 1, 2023, the Group acquired control of Gestoría Externa de Portafolios S.A. renamed to Patria Asset Management S.A. (“PAM”) by acquiring 50.74% of the beneficial interest of the entity (refer to note 30).

(n)On November 3, 2023, the Group completed the acquisition of Move Capital S.A. and Morc Gestora de Recursos de Crédito Ltda. renamed to VBI Capital Ltda. (collectively, “Move”), subsidiaries of the Group. Fifty percent of the purchase price was settled on closing with the remaining balance settled during November 2024. The entities acquired are asset management companies. The Group accounted for the transaction as an asset acquisition since the lead asset consists of contractual rights in the management of its real estate investment fund representing substantially all the fair value of the gross assets acquired.

(o)This entity, with limited or no activity, was dissolved during the period and had no significant accounting impact.

(p)This entity was merged into VBI Holding Ltda.

(q)SH Manco Holding Ltd. was established during 2024 to hold the investment in Uliving Holding S.A., an associate within the of VBI group of entities. The Group now holds 75% in SH Manco Holding Ltd. which in turn holds 43.19% in Uliving Holding S.A.

6Cash and cash equivalents

	December 31, 2024	December 31, 2023
Cash at bank and on hand (a)	30,608	12,029
Short-term deposits and shares of mutual funds (b)	2,810	4,021
Cash and cash equivalents	33,418	16,050

(a)The increase in cash and cash equivalents is mainly attributable to cash generated by new businesses acquired during 2024 with GPMS in the United Kingdom being the main contributor combined with existing businesses continuing to generate positive cash flows.

(b)Short-term deposits and shares of mutual funds are cash equivalents held for the purpose of meeting short-term cash commitments with maturities of three months or less from the date of acquisition and subject to insignificant risk of changes in value.

The following is the breakdown of cash and cash equivalents by region:

	December 31, 2024	December 31, 2023
Brazil	2,645	1,592
United Kingdom	10,920	760
Chile	6,047	5,948
Uruguay	3,013	390
Colombia	8,674	5,468
Other	2,119	1,892
Balance	33,418	16,050

7Client funds on deposit and client funds payable

	December 31, 2024	December 31, 2023
Client funds on deposit	13,288	13,848
Other receivables from clients (a)	5,416	3,207
Client funds on deposit and other receivables	18,704	17,055
Client funds payable (a)	18,704	17,055
Client funds payable	18,704	17,055

(a)Other receivables from clients and client funds payable are unsettled trades from brokerage activities for client transactions that are entered into and recorded on the date of the transaction. The value of the client trades is payable or receivable until settlement of the transactions.

Patria Investments Limited F-29

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

8Accounts receivable

Amounts receivable from customers relate to management, incentive, placement, performance fees, reimbursement of expenses from investment funds, and financial advisory services. The Group has not recorded write-offs or allowances for uncollectible accounts receivable for the periods presented in these consolidated financial statements.

	December 31, 2024	December 31, 2023
Current (a) (b)	217,132	127,363
Non-current (c) (d)	16,402	14,900
Accounts receivable	233,534	142,263

(a)Account receivable balances include US$65.6 million (December 31, 2023: US$86.7 million) postponed collections of management fees. The postponed balances relate largely to BPE VI LP. (“PBPE Fund IV”) and Alpha Co-Investment Fund. Renegotiations and postponement of these collections commenced in prior periods and the management fees were recognized as receivable in prior years. The renegotiated and postponed balances as of December 31, 2024, are expected to be recovered over the next twelve months subject to the timing of the realization of underlying investment fund assets and the estimated cash needs of the investment funds over the next twelve months. Management has evaluated and concluded that no allowances for uncollectible accounts needs to be recorded supported by contracts and commitments of the investors of the funds and that the funds have significant investments to be realized that will generate sufficient cash to settle the outstanding balances with the Group.

(b)The table below reflects the postponed balances as of December 31, 2024, and related revenue from management fees recognized in 2024, 2023 and 2022, the remaining balance were recognized before the year ended December 31, 2022.

Fund Structure	Postponed balance as of December 31, 2024	Year Revenue recognized (millions)
PBPE Fund IV	US$ 65.4 million	2024: US$ 4.4
		2023: US$ 13.2
		2022: US$ 18.1
Alpha Co-Investment Fund	US$ 0.2 million	2024: nil
		2023: nil
		2022: US$ 0.1

(c)Current accounts receivable includes US$59.7 million in performance fees from Patria Infrastructure Fund III. The amount was received on February 28, 2025. Furthermore, the balance for December 31, 2024, includes US$ 29.9 million for Tria that relates to maturing energy trading contracts to be settled (2024 was the first operating year for Tria).

(d)Non-current accounts receivable as of December 31, 2024, mainly relate to the Lavoro asset-linked receivable of US$12.3 million as disclosed under note 12(b). No interest is charged on non-current accounts receivable as the Lavoro asset-linked receivable is recognized at fair value. The present value adjustment on the remainder of the non-current accounts receivable balance using the effective interest rate method at the date of initial recognition is insignificant.

9Project advances

	December 31, 2024	December 31, 2023
Current	7,577	17,614
Non-current	—	1,972
Project advances	7,577	19,586

Project advances are comprised of recoverable advances made by the Group for the development process of new investment funds and the capture of non-capitalized investment funds. In both cases, the amounts are subject to reimbursement as provided for in the respective agreements between the Group and investors.

Patria Investments Limited F-30

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

10Other assets

	December 31, 2024	December 31, 2023
Advances to employees	2,604	2,671
Advances to suppliers	3,052	606
Prepaid expenses (a)	7,163	6,081
Intangible asset acquisition rights	—	1,886
Unamortized fund structuring costs (b)	394	—
Other current assets	1,468	537
Other current assets	14,681	11,781
Prepaid expenses (a)	168	266
Unamortized debt issuance costs	—	1,235
Unamortized fund structuring costs (b)	3,553	—
Deposits on lease agreements (c)	2,247	2,012
Other non-current assets	618	285
Other non-current assets	6,586	3,798

(a)Prepaid expenses are comprised of SPAC life extension costs, IT related services and insurance. These costs will be recognized as an expense in the period the services are provided.

(b)Fund structuring costs represent the cost incurred in the set-up of funds. The cost incurred will be amortized over the life of the respective funds.

(c)Deposits and guarantees on lease agreements are subject to reimbursement at the end of the lease contract period. Interest is not charged on these deposits.

11Recoverable Taxes

	December 31, 2024	December 31, 2023
Income tax recoverable	3,706	3,846
Other recoverable taxes	806	168
Recoverable Taxes	4,512	4,014

Recoverable taxes consist mainly of income taxes paid in advance to tax authorities in Brazil and Chile.

12Investments

a.Short-term investments

	December 31, 2024	December 31, 2023
Securities (a)	4,956	17,154
Investments held in trust account (b)	54,053	187,356
Short-term investments	59,009	204,510

(a)Securities are liquid investment funds, with portfolios holding term deposits, equities, government bonds, and other short-term liquid securities.

(b)Investments held in trust account are investments received through the IPO transaction of PLAO. These funds are restricted and may only be used for the purposes of completing an initial business combination or the redemption of public shares. These securities are classified and accounted for as Fair Value Through Profit or Loss (“FVTPL”). The investments held in the trust account are comprised of U.S. government securities. On June 12, 2024, 12,339,057 public shares to the value of $141 million were redeemed (refer to note 21(c)).

Patria Investments Limited F-31

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

b.Long-term investments

	December 31, 2024	December 31, 2023
Patria Growth Capital Fund I Fundo de Investimento em Participações Multiestratégia (a)	—	18,707
Lavoro Agro Limited (b)	11,337	20,166
KMP Growth Fund II (Cayman), LP (“KMP Growth Fund II”) (c)	20,525	8,917
Lavoro Agro Fi Nas Cadeias Produtivas Agroindustriais Fiagro Direitos Creditorios (d)	1,246	2,139
Patria Infra Energia Core FIP EM Infraestrutura	1,309	4,088
Patria Infrastructure Fund V, L.P.	8,479	—
Simba Fundo De Investimento Multimercado	—	1,038
Igah Ventures IV (e)	819	136
Other investments (f)	5,501	2,544
Long-term investments	49,216	57,735

    Some investments in securities are expected to be maintained until the investment funds’ respective termination dates and are measured at FVTPL. As of December 31, 2024, the Group’s ownership interest in each of these investments (excluding interest owned indirectly through investment funds in notes (c) and (e)) ranged from 0.00005% to 9.78%. (December 31, 2023: 0.00005% to 5.78%). Refer to note 31(b) for reconciliation of movements in fair value for level 3 instruments.

(a)The Group’s holding in Patria Growth Capital Fund I Fundo de Investimento em Participações Multiestratégia at a market value of US$13.2 million was contributed into KPM Growth Fund II on July 30, 2024 (refer to note (c) below).

(b)The Group purchased shares on behalf of PBPE General Partner V, Ltd.’s investment fund PE V in Lavoro Agro Limited (“Lavoro”) at a price of $3.50 per share for a total investment of approximately US$8.2 million. Lavoro is Brazil’s largest agricultural inputs retailer and a leading provider of agriculture biologics inputs in Latin America.

    These performance fees were crystallized in conjunction with the IPO of Lavoro. The limited partner of the fund and Patria agreed that, because of the successful completion of the transaction, part of the crystallized performance fee was settled through Lavoro issuing shares to Patria (total amount of US$15.5 million). The investment fund also agreed to cover the spread between US$3.50 and US$10 per share on the future sale of the shares by the Group. As of December 31, 2024, the receivable from the investment fund amounts to US$12.3 million (December 2023: US$3.5 million) for the commitment to cover the spread.

(c)The Group has committed approximately 46% of the capital in KMP Growth Fund II (December 31, 2023: 24%). The increase in capital committed is attributable to the Group contributing its holding in Patria Growth Capital Fund I into KMP Growth Fund II during July 2024 (refer to note (a) above). The investment contributed consists of a 24.42% holding in Startse Informações e Sistemas S/A (“Startse”), an entity in Brazil providing an education and a crowdfunding platform for startups. Additionally, as of December 31, 2024, KMP Growth Fund II held a direct 10.32% interest in the portfolio company (December 31, 2023: 9.5%), Dr. Consulta Clinica Medica Ltda., a Brazil-based healthcare technology company, an indirect 5.44% interest in portfolio company Conexa, Brazil-based healthcare technology company that merged with Zenklub Serviços Ltda during 2024 (December 31, 2023: Zenklub: 28.23%) and an indirect 22.35% interest in the portfolio company Consorciei Participações SA (“Consorciei”) (December 31, 2023: 22.35%). The Group elected to measure the investment at fair value through profit or loss in accordance with IFRS 9 – Financial Instruments.

(d)An investment is held in Lavoro Agro Fi Nas Cadeias Produtivas Agroindustriais Fiagro Direitos Creditorios (5.62% of the net asset value as of December 31, 2024, and 5.78% as of December 31, 2023), a trust invested in securities related to agribusiness production chains in Brazil, such as agribusiness receivables, real estate receivables backed by credits from agribusiness production chains and liquidity assets within the agribusiness.

(e)The Group holds 39% of capital in Igah Ventures IV. The main purpose of the fund is to make venture capital investments, primarily by directly investing in and holding equity and equity-oriented securities of privately held technology-enabled businesses operating primarily in Brazil. On December 31, 2024, the fund held a 7.2% direct interest in Liqi Digital Assets, a blockchain-based asset tokenization startup (early-stage venture capital). The Group elected to measure the investment at fair value through profit or loss in accordance with IFRS 9 – Financial Instruments.

(f)Other investments include US$2.2 million for Nexus. The Group acquired Nexus through a business combination on July 16, 2024, – refer to note 30. The investments are restricted assets that were not part of the business combination between the Group and Nexus. On maturity, the funds will be returned to the previous owners of Nexus (refer to note 21(b)(ix)).

The following is the breakdown of long-term investments by region:

	December 31, 2024	December 31, 2023
Brazil	37,449	55,930
Other	11,767	1,805
Balance	49,216	57,735

Single investments held through investment funds are allocated in accordance with the country of incorporation of underlying investments.

Patria Investments Limited F-32

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

c.Other financial instruments

The fair value of other financial instruments is comprised of options, warrants and energy trading contracts and is determined in accordance with the following criteria:

•Options – option contracts provide the purchaser the right to buy the instrument at a pre-determined base price at a future date. The valuation adjustment from options valuations are recognized in net financial income/(expense) (refer to note 27).

    Warrants – the warrant liabilities issued by PLAO contain features that qualify as embedded derivatives. The fair value for December 31, 2023, has been measured based on the listed market price of such warrants. The warrants were delisted from The Nasdaq Global Market at the opening of business on November 18, 2024, due to PLAO’s non-compliance with certain Nasdaq Listing Rules. The fair value of US$0.63 on December 31, 2024, was determined using a Monte Carlo simulation with the impact of the valuation recognized as unrealized loss on warrant liability (refer to note 27).

•Energy trading contracts - mark-to-market (“MtM”) valuation based on ruling energy prices in Brazil. The MtM adjustments together with realized gains and losses are recognized in other income/(expenses) (refer to note 26).

Pertinent details of options and warrants are as follows:

SPAC – warrant liabilities

On March 14, 2022, PLAO concluded its IPO of 23,000,000 Units including the issuance of 3,000,000 Units as a result of the underwriter’s exercise in full of its over-allotment option. Each Unit consists of one SPAC Class A Ordinary Share, par value $0.0001 per share, and one-half of one redeemable warrant of PLAO (each whole warrant, a “Warrant”). The Units were sold at a price of $10.00 per Unit, generating gross proceeds to PLAO of $230,000,000. Additionally, the Units will automatically separate into their component parts and will not be traded after completion of the initial business combination.

Each whole Warrant entitles the holder thereof to purchase one SPAC Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. The Warrants will become exercisable 30 days after the completion of the initial business combination and will expire five years after the completion of the initial business combination or earlier upon redemption or liquidation. On the exercise of any Warrant, the Warrant exercise price will be paid directly to the SPAC and not placed in the trust account.

The Group recognizes the Warrants as financial liabilities at fair value and remeasures the Warrants at fair value at each reporting period, and any change in fair value is recognized in the Group’s consolidated statement of profit or loss. The expected life of the Warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Group expects to be zero.

The SPAC Class A Ordinary Shares and Warrants comprising the Units began separate trading on the 52nd day following the date of PLAO’s IPO. As of December 31, 2024, and December 31, 2023, 11,500,000 Warrants were in issue by PLAO. The warrants were delisted on November 18, 2024. In addition, if the SPAC sponsor makes any working capital loans, it may convert those loans into a maximum of 1,500,000 additional private placement warrants, at the price of $1.00 per warrant.

Redemption of Warrants when the price per SPAC Class A Ordinary Share equals or exceeds $18.00: Once the Warrants become exercisable, PLAO may redeem the outstanding Warrants:

•in whole and not in part;

•at a price of $0.01 per Warrant;

•upon a minimum of 30 days’ prior written notice of redemption; and

Patria Investments Limited F-33

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

•if, and only if, the last reported sale price of SPAC Class A Ordinary Shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which PLAO sends the notice of redemption to the Warrant holders.

PLAO will not redeem the Warrants as described above unless an effective registration statement under the Securities Act covering the SPAC Class A Ordinary Shares issuable upon exercise of the Warrants is effective and a current prospectus relating to those SPAC Class A Ordinary Shares is available throughout the 30-day redemption period. Any such exercise would not be on a cashless basis and would require the exercising warrant holder to pay the exercise price for each Warrant being exercised.

Redemption of Warrants when the price per SPAC Class A Ordinary Share equals or exceeds $10.00: Once the Warrants become exercisable, PLAO may redeem the outstanding Warrants:

•in whole and not in part;

•at a price of $0.10 per Warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth in the warrant agreement based on the redemption date and the “redemption fair market value” of SPAC Class A Ordinary Shares (as defined below) except as otherwise described in the warrant agreement;

•if, and only if, the closing price of SPAC Class A Ordinary Shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and

•if the closing price of the SPAC Class A Ordinary Shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted).

Solely for the purposes of this redemption provision, the “redemption fair market value” of the SPAC Class A Ordinary Shares shall mean the volume weighted average price of the SPAC Class A Ordinary Shares for the ten (10) trading days immediately following the date on which notice of redemption is sent to the holders of Warrants.

No fractional SPAC Class A Ordinary Shares will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, PLAO will round down to the nearest whole number of the number of SPAC Class A Ordinary Shares to be issued to the holder.

VBI – option arrangements

The business combination with VBI included a call and put option arrangement (collectively “VBI Option arrangements”) with the non-controlling interest shareholders, exercisable at specified future dates and linked to the second stage of the business combination. The original VBI shareholders granted to the Group a call option arrangement (“VBI call option”) which includes the right for the potential acquisition of the remaining non-controlling interest of VBI.

The Group exercised the VBI call option on August 01, 2024, acquiring the remaining non-controlling interest from the original VBI shareholders. Refer to notes 5(e) and 21(b)(v) for pertinent details on the exercise price and outstanding balances payable.

Patria Investments Limited F-34

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

Igah IV – option arrangements

The business combination with Igah IV included a call and put option arrangement (collectively “Igah Option arrangements”) with the selling shareholders, exercisable at specified future dates and linked to acquiring the remaining interest in Igah IV. The selling shareholders of Igah IV granted to the Group a call option arrangement (“Igah call option”) which includes the right for the potential acquisition of the remaining interest of Igah IV. The exercise price will be equal to a pre-determined formula based on the value of Igah IV’s fundraising activity until the investments fund’s final closing and firm commitments on the exercise date and adjusted for interest and dividends. From the acquisition date, the selling shareholders of Igah IV are entitled to any dividends from the Company’s Class A common shares that the selling shareholders will receive in connection with the settlement of the Igah Option arrangements.

The Group has no obligation to exercise the Igah call option and can exercise at its discretion in accordance with the Igah call option exercise dates (see below) to be settled in a combination of cash consideration and Class A common shares.

In addition, the Group granted a put option arrangement (“Igah put option”) to the selling shareholders of Igah IV. It is exercisable at the same terms and method of settlement as the Igah call option with specified future dates (see below) at the discretion of selling shareholders and upon expiry of the Igah call option mentioned above. The financial implications of the Igah put option are disclosed under note 21(d) recognized at the present value of the expected redemption amount payable.

On December 23, 2024, the Group entered into an amendment agreement by acquiring an additional 29.72% in Igah IV and extending the remaining call option to be exercisable between November 2025 and November 2027. As a result, the value of the gross obligation under the put option decreased from US$ 11.3 million on December 31, 2023, to US$ 2.5 million on December 31, 2024 (refer to note 21(d).

Tria – option arrangements

The business combination with Tria, as disclosed in note 30, included a call and put option arrangement (collectively “Tria Option Arrangements”) with the non-controlling interest shareholders, exercisable at specified future dates. The non-controlling shareholders granted to the Group a call option arrangement (“Tria Call Options”) which includes the right for the potential acquisition of the remaining 33.3% non-controlling interest in Tria. In addition, the Group granted the non-controlling interest with a put option arrangement (“Tria Put Options”).

The Tria Put Options can be individually exercised by each non-controlling shareholder, on (i) December 31, 2029; (ii) December 31, 2030; or (iii) December 31, 2031, the “Base Date” and during April in each of the years 2029, 2030 and 2031 the “Option Window”. If the Tria put options are not exercised during the Option Window, the Group may exercise the Tria Call Options in the month of May immediately after the end of each Tria Put Option Window.

Patria Investments Limited F-35

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

Below is the composition of other financial instrument portfolios (assets and liabilities) by type of instrument, fair value and maturity as of December 31, 2024, and December 31, 2023.

Financial instruments	December 31, 2024
	Notional	Fair Value	%	Up to 3 months	From 4 to 12 months	Above 12 months
Assets
Energy trading contracts	90,386	25,169	88	8,354	9,292	7,523
Tria call option	24,125	3,578	12	—	—	3,578
Total	114,511	28,747	100	8,354	9,292	11,101
Liabilities
Warrants - SPAC	132,250	6,143	26	—	6,143	—
Energy trading contracts	82,704	17,686	74	7,699	7,907	2,080
Total	214,954	23,829	100	7,699	14,050	2,080
Financial instruments	December 31, 2023
	Notional	Fair Value	%	Up to 3 months	From 4 to 12 months	Above 12 months
Assets
The One Real Estate Investment Fund call options	11,282	310	10	—	310	—
VBI Call option	86,944	2,896	90	—	2,896	—
Total	98,226	3,206	100	—	3,206	—
Liabilities
Warrants	132,250	321	100	—	321	—
Total	132,250	321	100	—	321	—

Patria Investments Limited F-36

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

13Property and equipment

	2024
Changes in cost	Opening balance	Additions	Disposals	Transfers	Acquisitions of subsidiaries	CTA(*)	Closing balance
Furniture and fixtures	1,868	611	(20)	158	—	(280)	2,337
Building improvements	11,280	1,974	(355)	511	—	(1,632)	11,778
Work-in-progress	5,379	—	—	(3,347)	—	(451)	1,581
Office equipment	5,983	1,020	(3)	276	49	(1,023)	6,302
Right-of-use assets (a)	20,329	9,289	—	2,402	—	(2,777)	29,243
Total - Cost of fixed assets	44,839	12,894	(378)	—	49	(6,163)	51,241
	2024
Changes in accumulated depreciation	Opening balance	Additions	Disposals	Transfers	Acquisitions of subsidiaries	CTA(*)	Closing balance
(-) Furniture and fixtures	(1,334)	(146)	16	—	—	215	(1,249)
(-) Building improvements	(5,490)	(921)	355	—	—	951	(5,105)
(-) Office equipment	(3,985)	(776)	—	—	(27)	727	(4,061)
(-) Right-of-use assets (a)	(5,845)	(3,254)	—	—	—	895	(8,204)
Total - Accumulated depreciation	(16,654)	(5,097)	371	—	(27)	2,788	(18,619)
Property and equipment, net	28,185	7,797	(7)	—	22	(3,375)	32,622

	2023
Changes in cost	Opening balance	Additions	Disposals	Acquisitions of subsidiaries	CTA(*)	Closing balance
Furniture and fixtures	1,734	88	(3)	—	49	1,868
Building improvements	11,259	5,283	(171)	—	288	16,659
Office equipment	5,354	499	(167)	19	278	5,983
Right-of-use assets (a)	18,122	2,003	(143)	—	347	20,329
Total - Cost of fixed assets	36,469	7,873	(484)	19	962	44,839
	2023
Changes in accumulated depreciation	Opening balance	Additions	Disposals	Acquisitions of subsidiaries	CTA(*)	Closing balance
(-) Furniture and fixtures	(1,161)	(144)	2	—	(31)	(1,334)
(-) Building improvements	(4,516)	(953)	176	—	(197)	(5,490)
(-) Office equipment	(3,332)	(631)	155	(4)	(173)	(3,985)
(-) Right-of-use assets (a)	(2,833)	(3,019)	31	—	(24)	(5,845)
Total - Accumulated depreciation	(11,842)	(4,747)	364	(4)	(425)	(16,654)
Property and equipment, net	24,627	3,126	(120)	15	537	28,185

Patria Investments Limited F-37

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

	2022
Changes in cost	Opening balance	Additions	Disposals	Acquisitions of subsidiaries	CTA(*)	Closing balance
(-) Furniture and fixtures	1,434	224	—	53	23	1,734
(-) Building improvements	7,460	3,661	—	238	(100)	11,259
(-) Office equipment	3,561	1,554	—	150	89	5,354
(-) Right-of-use assets (a)	12,624	9,739	(4,730)	521	(32)	18,122
Total - Cost of fixed assets	25,079	15,178	(4,730)	962	(20)	36,469
	2022
Changes in accumulated depreciation	Opening balance	Additions	Disposals	Acquisitions of subsidiaries	CTA(*)	Closing balance
(-) Furniture and fixtures	(919)	(162)	—	(53)	(27)	(1,161)
(-) Building improvements	(3,559)	(828)	—	(71)	(58)	(4,516)
(-) Office equipment	(2,724)	(430)	—	(99)	(79)	(3,332)
(-) Right-of-use assets (a)	(4,469)	(2,405)	4,442	(200)	(201)	(2,833)
Total - Accumulated depreciation	(11,671)	(3,825)	4,442	(423)	(365)	(11,842)
Property and equipment, net	13,408	11,353	(288)	539	(385)	24,627

(*) CTA – Cumulative translation adjustment

As of December 31, 2024, 2023 and 2022, there was no indication that any of these assets were impaired.

(a)    The Group is a lessee in lease agreements for which the underlying assets are the office spaces located in different jurisdictions (refer to note 21 (a)).

(b)    The following is a breakdown of the total Property and equipment assets by region:

	2024	2023
Brazil	8,726	9,481
Cayman Islands	5,331	3,877
Chile	5,888	7,702
Colombia	2,595	1,144
United Kingdom	6,654	1,754
United States of America	3,166	3,689
Other	262	538
Balance	32,622	28,185

Property and equipment assets are allocated based on where the assets are located, and include leasehold improvements, and right-of-use lease assets.

Patria Investments Limited F-38

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

14Intangible assets and goodwill

	2024
Changes in costs	Opening balance	Additions	Transfer	Business combinations	CTA(*)	Closing Balance
Placement agents (a)	46,041	10,897	—	—	(3,538)	53,400
Contractual rights (b)	88,092	—	2,139	216,733	(25,845)	281,119
Non-contractual customer relationships (c)	120,795	—	(2,139)	—	(7,874)	110,782
Software	4,564	4,679	—	—	(790)	8,453
Brands (c)	19,824	—	—	—	(1,826)	17,998
Goodwill (d)	311,174	—	—	68,446	(23,662)	355,958
Non-compete – GPMS & Nexus	—	—	—	5,569	(89)	5,480
Total - Cost of intangible assets	590,490	15,576	—	290,748	(63,624)	833,190
	2024
Changes in accumulated amortization	Opening balance	Additions	Transfer	Business combinations	CTA(*)	Closing Balance
(-) Placement agents (a)	(31,244)	(2,782)	—	—	607	(33,419)
(-) Contractual rights (b)	(39,694)	(12,648)	4,359	—	(533)	(48,516)
(-) Non-contractual customer relationships (c)	(23,238)	(9,091)	(4,359)	—	731	(35,957)
(-) Software	(2,374)	(1,520)	—	—	482	(3,412)
(-) Brands (c)	(6,928)	(3,452)	—	—	565	(9,815)
(-) Non-compete – GPMS & Nexus	—	(1,234)	—	—	29	(1,205)
Total - Accumulated amortization	(103,478)	(30,727)	—	—	1,881	(132,324)
Intangible assets, net	487,012	(15,151)	—	290,748	(61,743)	700,866

	2023
Changes in costs	Opening balance	Additions	Disposals	Transfer	Business combinations	CTA(*)	Closing Balance
Placement agents (a)	42,148	6,598	(3,308)	—	—	603	46,041
Contractual rights (b)	44,156	10,473	—	—	30,911	2,552	88,092
Non-contractual customer relationships (c)	110,591	—	—	—	10,560	(356)	120,795
Software	3,515	992	(3)	—	—	60	4,564
Brands (c)	19,075	—	—	—	868	(119)	19,824
Goodwill (d)	276,819	—	—	—	34,332	23	311,174
Total - Cost of intangible assets	496,304	18,063	(3,311)	—	76,671	2,763	590,490
	2023
Changes in accumulated amortization	Opening balance	Additions	Disposals	Transfer	Business combinations	CTA(*)	Closing Balance
(-) Placement agents (a)	(32,503)	(1,931)	3,308	—	—	(118)	(31,244)
(-) Contractual rights (b)	(36,577)	(3,123)	—	—	—	6	(39,694)
(-) Non-contractual customer relationships (c)	(10,653)	(12,970)	—	—	—	385	(23,238)
(-) Software	(1,539)	(793)	—	—	—	(42)	(2,374)
(-) Brands (c)	(3,511)	(3,553)	—	—	—	136	(6,928)
Total - Accumulated amortization	(84,783)	(22,370)	3,308	—	—	367	(103,478)
Intangible assets, net	411,521	(4,307)	(3)	—	76,671	3,130	487,012

Patria Investments Limited F-39

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

	2022
Changes in costs	Opening balance	Additions	Disposals	Transfer	Business combinations	CTA(*)	Closing Balance
Placement agents (a)	36,804	5,263	(50)	—	—	131	42,148
Contractual rights (b)	44,156	—	—	—	—	—	44,156
Non-contractual customer relationships (c)	84,705	—	—	335	25,366	185	110,591
Software	1,848	1,273	—	—	264	130	3,515
Brands (c)	15,428	—	—	—	3,617	30	19,075
Goodwill (d)	242,891	—	—	(335)	34,025	238	276,819
Total - Cost of intangible assets	425,832	6,536	(50)	—	63,272	714	496,304
	2022
Changes in accumulated amortization	Opening balance	Additions	Disposals	Transfer	Business combinations	CTA(*)	Closing Balance
(-) Placement agents (a)	(30,996)	(1,442)	—	—	—	(65)	(32,503)
(-) Contractual rights (b)	(34,051)	(2,526)	—	—	—	—	(36,577)
(-) Non-contractual customer relationships (c)	(785)	(9,773)	—	—	—	(95)	(10,653)
(-) Software	(839)	(410)	—	—	(264)	(26)	(1,539)
(-) Brands (c)	(253)	(3,228)	—	—	—	(30)	(3,511)
Total - Accumulated amortization	(66,924)	(17,379)	—	—	(264)	(216)	(84,783)
Intangible assets, net	358,908	(10,843)	(50)	—	63,008	498	411,521

(*)    CTA – Cumulative translation adjustment

As of December 31, 2024, 2023 and 2022, there was no impairment indication for any of these assets.

(a)Placement agents refer to amounts capitalized relating to agreements with investment placement agents relating to fundraising. These assets are amortized based on the estimated duration of the respective investment funds. In case of an early liquidation of an investment fund, the amortization period is also adjusted.

    The remaining balance, as of December 31, 2024, is expected to be amortized as shown below:

	2025	2026	2027	2028	2029	2030	2031	2032	2033	2034-2048	Total
Placement agent fees	2,682	1,901	1,901	1,886	1,882	1,882	1,867	1,644	844	3,492	19,981

    The remaining balance, as of December 31, 2023, is expected to be amortized as shown below:

	2024	2025	2026	2027	2028	2029	2030	2031	2032	2033-2048	Total
Placement agent fees	2,571	2,454	1,860	1,858	1,796	1,139	1,139	1,139	841	—	14,797

(b)contractual rights related to the management of investment funds that are recognized from:

(i)business combinations with Aberdeen, CSHG and Nexus - refer to note 30;

(ii)the asset acquisition transaction of Blue Macaw, Bari and Move and the business combination with Patria Asset Management (“PAM”) completed during the year ended December 31, 2023; and

(iii)the acquisition of control of the P2 Brasil Private Infrastructure General Partner II Ltd. and P2 Brasil Holding Ltd. (collectively the “P2 Group”) on December 25, 2015, from Promon International Inc.

Inputs to determine fair value of Blue Macaw, Bari, Move, PAM, Aberdeen, CSHG and Nexus contractual rights
	Blue Macaw	Bari	Move	PAM	Aberdeen	CSHG	Nexus
Country	Brazil	Brazil	Brazil	Colombia	UK	Brazil	Colombia
Forecast period	Apr 2023 – Dec 2031	Sept 2023 – Dec 2031	Oct 2023 – Feb 2032	Nov 2023 – Dec 2032	Apr 2024 - Dec 2033	May 2024 - Dec 2032	Jul 2024 - Dec 2032
Consumer price index (CPI)	2%-4.52%	2.06%-3.05%	2.55%-3.65%	2.5% - 6.3%	1.53% - 2%	1.28% - 3.80%	2.57% - 3.80%
IPCA- Broad National CPI	4%-5.96%	3.5%-4.92%	3.5%-4.6%	—	1.95%	3.56%	3.48%
Selic/Brazilian federal funds rate	8.75%-12.75%	8.5%-11.75%	9.39%-11.86%	—	5.16%	10.17%	7.05%
GDP	—	—	—	1%-4.9%	—%	—	—%

Patria Investments Limited F-40

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

	Amortization period
Intangible asset	P2 Group	Blue Macaw	Bari	Move	PAM	GPMS	CSHG	Nexus
Contractual rights	8-12 years	3-20 years	19 years	17 years	22 years	6- 26 years	31-33 years	17 years

(c)Non-contractual customer relationships refer to client relationships of Moneda, VBI, Igah and Kamaroopin acquired for the benefit of the Group through rendering of ordinary business activities by the acquired entities. VBI customer relationships have a longer expected amortization period based on the nature of the capital structure of the underlying investment funds consisting of permanent capital. Brands refer to Moneda, VBI and Kamaroopin brands acquired through business combination. The table below includes the amortization period:

Intangible asset	Amortization period
	Moneda	VBI	Igah	Kamaroopin
Non-contractual customer relationships	9 years	29 years	3 years	5 years
Brands	5 years	8 years	—	8 years

(d)Goodwill recognized in 2024 results from the acquisitions of Tria, GPMS, CSHG, and Nexus through IFRS 3 business combinations (refer to note 30).

Tax impacts of goodwill recognized:

(i)Goodwill recognized for Moneda; Igah; Hanuman; Patria Asset Management; GPMS and Nexus are not deductible for tax purposes given the jurisdiction and/or specific tax regulations applicable to the acquiring companies for the transactions.

(ii)The current arrangement of the goodwill recognized for the acquisition of Tria and for the Real Estate business of CSHG does not allow its tax deductibility under the Brazilian tax regulations. However, we are working with tax consultants to determine the options available to the Group, taking into consideration the necessary conditions and restructurings required for the goodwill to be utilized for tax purposes.

(iii)Goodwill recognized of VBI and the first tranche of Kamaroopin for interest held through Brazilian subsidiaries is not deductible for tax purposes until there is the absorption of the invested entity’s assets due to a merger, split, and/or incorporation. Upon restructuring, the deferred tax will be recognized in line with the Brazilian tax laws and regulations.

Impairment considerations:

The Group performs an impairment test annually and when circumstances indicate the carrying value may be impaired. The recoverable amounts of acquired entities are based on value-in-use. Key assumptions to determine the value-in-use include discounted cash flow calculations based on current and past performance forecasts and considering current market indicators for the respective countries in which the entities operate.

No impairment losses on goodwill have been recognized for the years ended December 31, 2024, 2023 and 2022 based on the value-in-use as recoverable amount.

The following cash generating units (CGUs) were tested for impairment together with key assumptions used for the year ended December 31, 2024:

Key metric*	IGAH	VBI	Moneda	Kamaroopin Hanuman	Patria Asset Management
Country	Brazil	Brazil	Chile	Brazil	Colombia
Forecast period – financial year	2025 - 2029	2025 - 2029	2025 - 2029	2025 - 2029	2025 - 2029
Inflation rate range	3.33% – 5.89%	3.33% - 5.89%	3.05% - 4.50%	3.33% - 5.89%	3.54% - 5.83%
Discount rate – weighted average cost of capital	14.7%	17.0%	14.1%	17.0%	15.8%
Tax rate	34%	34%	27%	34%	35%

Patria Investments Limited F-41

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

The following cash generating units (CGUs) were tested for impairment together with key assumptions used for the year ended December 31, 2023:

Key metric*	IGAH	VBI	Moneda
Country	Brazil	Brazil	Chile
Forecast period – financial year	2024 - 2028	2024 - 2028	2024 - 2028
Inflation rate	5.00%	5.00%	5.00%
Discount rate – weighted average cost of capital	17.6%	18.0%	13.4%
Tax rate	34%	34%	27% – 35%

*Key assumptions used are country specific.

As permitted by IAS 36 regarding recent acquisitions, the Group has not performed an impairment test for goodwill recognized in GPMS, Tria, CSHG and Nexus. The consideration paid to acquire these cash generating units mentioned was determined in an arm’s length transaction and provides the best evidence of the CGU’s fair value less costs of disposal and therefore a proxy for the recoverable amount. As a result, the risk of impairment for the year ended December 31, 2024, is considered insignificant. The following key assumptions were used in determining the goodwill allocated to the acquisitions of GPMS, Tria, CSHG and Nexus:

Key metric*	GPMS	TRIA	CSHG	Nexus
Currency	United Kingdom	Brazil	Brazil	Colombia
Goodwill at acquisition – USD’1000	US$ 30,544	US$ 6,604	US$ 20,745	US$ 10,553
Forecast period	2024 - 2033	2024 - 2038	2024 - 2032	2024 - 2032
Inflation rate range	1.33% – 2.00%	1.94% - 3.75%	1.28% - 3.80%	2.33% - 3.81%
Discount rate – weighted average cost of capital	11.7%	14.4%	14.9%	15.6%
Tax rate	25%	34%	34%	35%

*Key assumptions used are country specific.

Goodwill from acquisitions of subsidiaries and adjustments during the measurement period consist of the following as disclosed in note 30:

Acquisition	December 31, 2022	December 31, 2023	December 31, 2024	Total goodwill acquired
VBI	15,474	1,966	—	17,440
Igah	18,551	2,455	—	21,006
Kamaroopin	—	16,473	—	16,473
Patria Asset Management	—	13,438	—	13,438
GPMS	—	—	30,544	30,544
Tria	—	—	6,604	6,604
CSHG	—	—	20,745	20,745
Nexus	—	—	10,553	10,553
Balance	34,025	34,332	68,446	136,803

Patria Investments Limited F-42

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

The following reflects the composition of goodwill as of December 31, 2024, and 2023 (including the effects of CTA) included in intangible assets allocated per acquisition:

	2024	2023
Moneda	231,142	239,879
VBI	14,967	19,143
Igah	21,006	21,106
Kamaroopin	13,469	16,742
Patria Asset Management	12,511	14,304
GPMS	30,691	—
Tria	5,382	—
CSHG	17,257	—
Nexus	9,533	—
Balance	355,958	311,174

(e)The following is the breakdown of intangible assets by region:

	2024	2023
Brazil*	190,695	66,476
Cayman Islands	213,489	242,385
Chile **	101,369	120,842
Colombia***	60,062	47,224
United States of America	9,375	10,082
United Kingdom****	125,876	—
Other	—	3
Balance	700,866	487,012

    Intangible assets are allocated based on where the assets are located and include acquired intangible assets. For acquired intangible assets, we consider that the location of the intangibles is best reflected by the location of the manager of those assets.

*Goodwill and fair value adjustments to assets and liabilities allocated to Brazil includes the impact from business combination with VBI; Kamaroopin; Tria and CSHG.

**    Goodwill and fair value adjustments to assets and liabilities allocated to Chile includes the impact from Moneda for acquisition of MAM I.

***    Goodwill and fair value adjustments to assets and liabilities allocated to Colombia includes the impact from acquisition of Patria Asset Management (“PAM”) and Nexus.

****    Goodwill and fair value adjustments to assets and liabilities allocated to the United Kingdom includes the impact from the carve-out acquisition of GPMS.

15Personnel and related taxes payable

	December 31, 2024	December 31, 2023
Personnel and related taxes	5,616	2,393
Accrued vacation and related charges	3,452	2,810
Employee profit sharing (a)	28,201	23,569
Personnel and related taxes payable - current liabilities (c)	37,269	28,772
Strategic bonus (b)	787	2,946
Personnel - non-current liabilities (c)	787	2,946

(a)The Group recognizes a provision for payment of profit sharing to employees, according to conditions approved by management, which is recorded as personnel expenses in the consolidated statement of profit or loss. The balance on December 31, 2024, of US$ 28,201 was fully settled by February 28, 2025.

(b)The Group provides a long-term bonus (the “Strategic bonus”) for a group of its employees in exchange for long terms of service. Moneda is responsible for the operation and settlement of the Strategic bonus with the objective of retaining key or strategic employees and provide alignment between employees and clients. An amount of US$1.6 million was paid on February 28, 2024, with full settlement of the program expected in 2026. An additional accrual of US$0.8 million was recognized in the period, and a reversal of US$1.3 million was recorded against rewards and bonuses expenses.

(c)Deferred consideration payable to key employees of acquired business is disclosed as consideration payable on acquisition – refer to note 21(b) and not included under note 15 above.

Patria Investments Limited F-43

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

16Loans

The Group has entered into several credit agreements with leading financial institutions. All the following agreements were made with Patria Finance Ltd. (PFL) as the counterparty and the Company as guarantor.

On December 1, 2023, PFL entered into an unsecured credit facility with Banco Santander S.A. for US$100 million. The credit facility charges interest at SOFR plus 2.6%s on an annual basis and has a maturity date of December 1, 2028. During the year ended on December 31, 2023, the Group drew down and settled US$25 million with 100% of the facility available for 2024. During the period January 1, 2024, to December 31, 2024, the Group drew down US$75 million of the US$100 million facility, which remains payable on December 31, 2024. The remaining available facility of US$25 million was replaced by a revolving credit facility agreement entered into on 08 March 2024 (refer note below).

On October 11, 2023, PFL entered into two standby letters of credit (SBLCs) with Mizuho Bank, Ltd. and Citibank, N.A., each for GBP11 million (a total of GBP22 million). The SBLCs charge an annual interest rate of 2.5% and have a maturity date of April 10, 2026. The Group has not drawn down on either SBLC as of December 31, 2024.

On January 31, 2024, PFL entered into two term loans with Mizuho Bank, Ltd. and Citibank, N.A., each for US$38 million (a total of US$76 million). Both term loans charge interest at SOFR plus 2.5% on an annual basis and each has a maturity date of January 31, 2027. During the period January 1, 2024, to December 31, 2024, the Group drew down US$76 million, which remains payable on December 31, 2024.

On March 8, 2024, PFL entered into a revolving credit facility with Banco Santander, S.A. for US$25 million. The credit facility charges interest at SOFR plus 2.6% on an annual basis and has a maturity date of March 8, 2025. During the period January 1, 2024, to December 31, 2024, the Group drew down a total of US$25 million that remains payable on December 31, 2024.

On August 21, 2023, Moneda Asset Management (MAM) entered into a working capital facility with Banco de Chile for US$5 million. The credit facility charges interest at Tasa Bancária Nominal + 3.60%, per month and matured on July 21, 2024. The facility was renewed on October 28, 2024, expiring on December 28, 2025, with no drawdowns on the available amount to date.

On December 6, 2024, the Group entered into a revolving credit facility with Mizuho Bank for the value of US$50 million. The facility carries interest at SOFR + 2.25% with December 03, 2025, as maturity date. The Group drew down a total of US$50 million that remains payable on December 31, 2024.

The Group drew US$261 million on the credit agreements of which US$35 million was repaid as described above up to the period ended December 31, 2024, and incurred debt issuance costs to the value of US$3.6 million that are amortised over the term of the credit agreements.

Patria Investments Limited F-44

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

The following table presents the changes in the loans for the period ending December 31, 2024:

Balance as of December 31, 2023	—
Credit facilities incurred	261,000
Credit facilities acquired through business combination with Nexus	95
Credit facilities repaid	(35,000)
Debit issuance costs incurred	(3,636)
Debit issuance costs amortization	2,004
Interest expense raised	10,020
Interest repaid	(6,502)
Currency translation adjustment	(10)
Balance as of December 31, 2024	227,971
Current	78,518
Non-current	149,453

The abovementioned loans payable are initially measured at fair value minus transaction costs and subsequently measured at amortized cost in accordance with IFRS 9 – Financial Instruments.

Covenants

According to the terms of the credit agreements, the Group is committed to being compliant with the following financial covenants, on an annual basis:

(i)To maintain a Total Debt to Fee Related Earnings (“FRE”) not exceeding 2.5:1.0; and

(ii)To maintain a minimum Assets Under Management (“AUM”) of $20,000 million.

Total debt is comprised of all loan facilities from banks. FRE represents the value described in the Group’s 20F filing for December 31, 2024.

As of December 31, 2024, the entity was compliant with the stipulated financial covenants as stated above. Non-financial covenants in place that are monitored by the Group on a regular basis with no non-compliance to date. The main non-financial covenants include:

•Compliance with environmental laws;

•Providing notice of litigation and other matters;

•Preservation of corporate existence and related matters;

•Maintenance of property, plant and equipment;

•Compliance with laws and governmental approvals;

•Use the proceeds for general investments, working capital, and general corporate purposes of the Borrower and its Subsidiaries, and ensure no part of the proceeds is used for purchasing or carrying margin stock or for any purpose which violates the provisions;

•Comply with all applicable Anti-Money Laundering Laws and Anti-Corruption Laws, and maintain policies and procedures designed to ensure compliance with these laws;

•Filing of 20F on time with the SEC including extensions permitted by the SEC;

•Maintain a system of accounting, and keep books, records and accounts as may be required or as may be necessary to permit the preparation of financial statements; and

•Retaining key management.

Patria Investments Limited F-45

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

17Taxes payable

	December 31, 2024	December 31, 2023
Taxes on revenues	2,347	1,738
Income taxes (a)	3,642	1,872
Other taxes payable	451	292
Taxes payable	6,440	3,902

(a)The increase in income taxes payable is mainly attributable to GPMS and Nexus forming part of the Group from April 2024 and July 2024, respectively.

18Other liabilities

	December 31, 2024	December 31, 2023
Suppliers (a)	41,788	4,808
Lease liabilities (b)	3,721	3,014
Dividends payable (c)	1,302	2,040
Other current liabilities	9	203
Other current liabilities	46,820	10,065
Lease liabilities (b)	18,717	12,822
Other non-current liabilities	71	202
Other non-current liabilities	18,788	13,024

(a)The supplier balance as of December 31, 2024, includes US$18.7 million for Tria that relates to maturing energy trading contracts to be settled. Additionally, business combinations with GPMS and Nexus resulted in US$5.6 million year-on-year increase in supplier balances. Furthermore, the supplier balance includes US$6.5 million capital calls payable for certain long-term investments.

(b)The Group is the lessee in lease agreements for which the underlying assets are the office spaces located in Grand Cayman, Bogotá, London, New York, Montevideo, Santiago, São Paulo and Medellín as disclosed in note 21(a).

(c)US$1.2 million dividends payable were declared to the previous non-controlling shareholders of VBI but not yet paid. The amount is expected to be settled during the financial year 2025.

19Deferred taxes

Temporary differences	December 31, 2021	(Charged)/credited		December 31, 2022	(Charged)/credited		December 31, 2023	(Charged)/credited		December 31, 2024
		to profit or loss	directly to equity / CTA		to profit or loss	directly to equity / CTA		to profit or loss	directly to equity / CTA
Derivative options (a)	—	6	—	6	10,326	311	10,643	(9,304)	(1,339)	—
Employee profit sharing provision and other personnel accruals (b)	3,998	603	168	4,769	(1,675)	155	3,249	4,242	(735)	6,756
Intangible assets from business combinations	—	770	6	776	952	90	1,818	379	(420)	1,777
Deferred consideration from business combinations	—	—	—	—	—	—	—	720	(70)	650
Price adjustments from business combinations	—	—	—	—	—	—	—	166	(166)	—
Earnout from business combinations	—	191	—	191	420	28	639	4,801	(622)	4,818
Tax losses (c)	—	78	(3)	75	(54)	5	26	2,225	(305)	1,946
Tax on Accrual for expenses	108	(92)	25	41	(28)	2	15	579	(13)	581

Patria Investments Limited F-46

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

Temporary differences	December 31, 2021	(Charged)/credited		December 31, 2022	(Charged)/credited		December 31, 2023	(Charged)/credited		December 31, 2024
		to profit or loss	directly to equity / CTA		to profit or loss	directly to equity / CTA		to profit or loss	directly to equity / CTA
Tax depreciation of fixed assets	(275)	(248)	(35)	(558)	249	1	(308)	(9)	45	(272)
Deferred tax on performance fees - IFRS 15	(123)	(3,164)	(294)	(3,581)	3,138	(182)	(625)	510	63	(52)
Gain from bargain purchase	(158)	15	1	(142)	36	(1)	(107)	31	12	(64)
Mark-to-market adjustment (d)	(5)	(13)	—	(18)	(36)	1	(53)	(2,316)	118	(2,251)
Impact of IFRS 16	(93)	274	(5)	176	(4)	2	174	35	(43)	166
Other	(6)	15	5	14	(8)	(5)	1	(7)	1	(5)
Net deferred tax balance	3,446	(1,565)	(132)	1,749	13,316	407	15,472	2,052	(3,474)	14,050
Deferred tax assets	3,446			1,749			15,472			15,824
Deferred tax liabilities	—			—			—			(1,774)

(a)The temporary difference on derivative options arose from unrealized losses on the VBI put option. The Group exercised its option to acquire the remaining 50% of shares from VBI’s non-controlling interest on August 01, 2024, that resulted in the derecognition of the put option and related deferred tax asset.

(b)Deferred tax on temporary differences in the provision for employee profit-sharing.

(c)The deferred tax asset recognized on assessed losses relate to PILTDA and Tria. Based on recent financial forecasts, sufficient future taxable income will be available to utilize these assessed losses.

(d)MtM adjustments include a US$2,020 deferred tax liability arising from unrealized gains and losses recognized on energy trading contracts. Once realized, gains and losses are considered for income tax purposes.

Realization of deferred tax assets raised on temporary differences and assessed losses

On December 31, 2024, the Group recognized deferred tax assets (DTA) to the value of US$15,824 that include deferred tax on temporary differences and tax losses carried forward.

In accordance with IAS 12 – Income Taxes, the Group performed an assessment regarding the realization of DTA raised and concluded that the full amount of the DTA recorded on December 31, 2024, will be realized within the next ten years. The Group continues to monitor the realization of DTA.

20Provisions and contingent liabilities

For the periods covered by these consolidated financial statements, the Group was not directly involved in lawsuits for which the possibility of loss was probable. Therefore, no provision was recorded pursuant to IAS 37 (Provisions, Contingent Liabilities, and Contingent Assets) relating to any of the below matters.

Tax Matters

(a)On December 16, 2019, the Brazilian Federal Revenue Service issued a tax assessment notice against one of the Group’s subsidiaries (Patria Investimentos Ltda), to demand the collection of Social Integration Program (“PIS”), and Social Security Financing Contribution (“COFINS”), allegedly due on exported financial advice and consultancy services to Patria Finance Limited in 2015 and 2016. An aggravated penalty of 150% was applied in connection with supposed fraud and sham allegation and certain executive directors were also deemed jointly liable in connection with such allegations. The administrative court has not yet issued a final decision regarding this administrative proceeding. As of December 31, 2024, the estimated value involved in this proceeding was US$5.5 million (R$34.1 million). Based on the advice from the Group’s external counsel, the risk of loss in this proceeding is possible, and no provision had to be recorded.

Patria Investments Limited F-47

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

(b)On December 16, 2019, the Brazilian Federal Revenue Service issued a tax claim against one of the Group’s subsidiaries (Patria Investimentos Ltda.), to demand the collection of social security contributions on profit sharing program payments and signing bonuses in 2015 and 2016. The Group filed a defense and a decision by the administrative court is currently pending. As of December 31, 2024, the estimated amount involved in this proceeding was US$2.1 million (R$13 million). Based on the advice from the Group’s external counsel, we believe that the risk of loss in this proceeding is possible, and no provision had to be recorded.

(c)In 2017, 2018 and 2022, the Municipality of São Paulo filed administrative proceedings against one of the Group's subsidiaries (Patria Investimentos Ltda.), questioning the exemption of municipal tax over services (“ISS”). The Municipality of São Paulo obtained favorable administrative decisions and, considering the outcome of the administrative proceedings, the Group's subsidiaries filed legal proceedings to reverse the administrative decisions. As of December 31, 2023, the Group’s external legal counsel assessed the risk of loss relating to these lawsuits as possible and evaluated the potential loss in an aggregated amount of US$10 million (R$62 million). On June 28, 2024, the subsidiary agreed to the Tax Settlement Program ("PPI") and settled the amount of US$4.2 million. All the related tax enforcement proceedings are currently in the process of being closed.

(d)On April 02, 2025, Platam Investments Brazil Ltda. ("PLATAM") received a Notice of Infraction questioning non-payment of ISS. The aggregated amount involved in this proceeding is approximately US$1.0 million (R$6.1 million). The infraction period covers fiscal years 2022 and 2023. Based on the advice from the Group's external counsel, the risk of loss in this proceeding is possible, and no provision had to be recorded.

Other tax related matters:

In 2024, the Brazilian Federal Revenue Service issued an infraction notice against the administrator of an investment fund managed by the Group’s subsidiary Pátria Investimentos Ltda. According to the Brazilian Federal Revenue Service, the investment structure did not meet the requirements set forth in Law No. 11.312 of June 27, 2006. Since Pátria Investimentos Ltda. was the manager of the fund administered by a third-party company, the Brazilian Federal Revenue Service indicated that Pátria Investimentos Ltda. would be jointly liable, under the terms of Article 124, I, of the National Tax Code. To date, no final decision has been made in the administrative proceeding. The Group notes that the infraction notice does not claim any amounts directly from Pátria Investimentos Ltda., but rather from the administrator of the fund managed by Pátria Investimentos Ltda., which is legally responsible for the withholding income tax liabilities eventually arising from the remittance of income to non-resident investors. The proceeding is under seal. Based on the advice from the Group’s external counsel, the risk of loss in this proceeding is remote, and no provision had to be recorded.

Civil Matters

As of December 31, 2024, the Group is party to four legal proceedings of a civil nature: (i) two collection lawsuits filed by third parties seeking our joint liability for the acts of certain of the Group’s service providers and portfolio companies; (ii) one commercial dispute involving a group of investors seeking indemnification for alleged damages; and (iii) one commercial dispute filed by third parties seeking our joint liability in connection with the termination of a share purchase and sale agreement and other covenants entered into by a portfolio company of one of the funds managed by the Group.

The aggregate estimated amount in connection with these proceedings is approximately US$73.1 million (R$452.5 million), for which no provisions have been made. We believe these proceedings are unlikely to have a material adverse impact on our operational results or financial condition.

Labor Matters

As of December 31, 2024, the Group is party to five labor-related proceedings in an aggregate amount of US$0.2 million (R$1 million). The cases primarily involve labor claims of employees of third party companies seeking the Group’s joint and several liability for the acts of the Group’s service providers and portfolio companies.

The principal claims involved in these labor suits relate to overtime, salary equalization termination fees, and indemnities based on Brazilian labor laws. The proceedings are unlikely to have a material adverse impact on the Group’s operational results or financial condition.

Patria Investments Limited F-48

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

21Commitments

The Group is subject to commitments which occur in the normal course of business. The Group plans to fund these commitments out of existing facilities and internally generated funds.

a.Lease commitments

The lease commitments in which the Group is a lessee refer to the leasing of its office spaces located in Grand Cayman, Bogotá, London, Montevideo, New York, Santiago, São Paulo and Medellín.

The consolidated statement of financial position and the consolidated statement of profit or loss disclose the following amounts relating to leases:

Amounts recognized in the consolidated statement of financial position

	December 31, 2024	December 31, 2023
Right-of-use assets	29,243	20,329
(-) Depreciation of right-of-use assets	(8,204)	(5,845)
Right-of-use assets	21,039	14,484
Lease liabilities (other current liabilities)	3,721	3,014
Lease liabilities (other non-current liabilities)	18,717	12,822
Lease liabilities	22,438	15,836

Amounts recognized in the consolidated statement of profit or loss

	2024	2023	2022
Depreciation of right-of-use assets	(3,254)	(3,019)	(2,405)
Interest on lease liabilities	(1,382)	(1,243)	(1,807)
Amounts recognized in the consolidated statement of cash flows
Principal paid	(3,229)	(2,156)	(1,652)
Interest on lease liabilities	(1,382)	(1,243)	(1,807)

The notable lease movements that took place during the financial year ended December 31, 2024, are as follows:

(i)On February 22, 2024, Patria Asset Management, as lessee, entered into a lease agreement with Fondo Inmobiliario Colombia for its investment offices in Medellín, Colombia. The lease is for a five years period with an option to renew.

(ii)On November 13, 2024, Patria Investments UK, as lessee, extended its current lease agreement with Grosvenor Stow Limited in London, United Kingdom for another five years starting on September 24, 2026. The initial lease agreement will end on September 24, 2026.

(iii)On November 13, 2024, Patria Investments UK, as lessee, entered into a new lease agreement with Grosvenor Stow Limited for additional office space in London, United Kingdom. The lease is for a seven years period.

(iv)On November 29, 2024, PLATAM as lessee, entered into a new lease agreement with Gestao E Transformacao Infraestrutura S.A for additional corporate office space in Sao Paulo, Brazil. The lease is for a five years period ending on July 29, 2029.

Refer to note 31 liquidity risk disclosures for maturity analysis on lease contracts.

Refer to note 32 for disclosures on leases with related parties.

Patria Investments Limited F-49

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

b.Consideration payable on acquisition

The following table reflects consideration payable from acquisition transactions.

	December 31, 2024	December 31, 2023
Deferred consideration payable - Moneda (i)	28,747	48,710
Deferred consideration payable - GPMS (ii)	6,120	—
Deferred consideration payable - CSHG (iii)	116	—
Consideration payable post acquisition – VBI (iv)	1,455	—
Consideration payable post acquisition – VBI (v)	32,327	2,553
Consideration payable on acquisition – Bancolombia	5,279	1,348
Consideration payable on acquisition – Igah IV (vi)	460	—
Consideration payable on acquisition – GPMS (vii)	20,268	—
Consideration payable on acquisition – Kamaroopin (x)	—	1,020
Consideration payable on acquisition – Bari (x)	—	3,570
Consideration payable on acquisition – Move (x)	—	1,886
Contingent consideration payable on acquisition – Kamaroopin	7,214	—
Current liabilities – consideration payable on acquisition	101,986	59,087
Deferred consideration payable on acquisition – CSHG (iii)	1,797	—
Deferred consideration payable - GPMS (ii)	6,120	—
Consideration payable post acquisition – VBI (iv)	1,394	—
Consideration payable on acquisition – Bancolombia	19,982	24,652
Consideration payable post acquisition – VBI (v)	31,934	—
Consideration payable on acquisition – GPMS (vii)	24,299	—
Consideration payable on acquisition – Igah IV (vi)	2,071	—
Other consideration payable – Nexus (ix)	2,227	—
Contingent consideration payable on acquisition – GPMS (vii)	25,329	—
Contingent consideration payable on acquisition – Nexus (viii)	6,085	—
Contingent consideration payable on acquisition – Kamaroopin	—	7,148
Contingent consideration payable on acquisition – VBI (x)	—	11,053
Non-current liabilities – consideration payable on acquisition	121,238	42,853

i.The Moneda business combination transaction included US$ 58.7 million on the acquisition date, payable to Moneda’s former partners who are currently employees of the Group. The amount to be paid in exchange for their services was subject to a time vesting period up until December 1, 2023, and December 1, 2024, and to be settled with two equal cash installments. On December 4, 2023, and January 29, 2025, amendments to the transaction purchase agreement for Moneda were concluded to settle the two instalments with Class A common shares of the Company. The equity settlement was part of the Group’s strategic liquidity purposes. On January 10, 2024, US$28.7 million was settled with the issuance of 1,879,977 of the Company’s Class A common shares with the second installment settled on January 31, 2025, with the issuance of 2,423,546 Class A common shares of the Company.

ii.The deferred consideration payable for GPMS relates to commission agreements in place with key management and employees of Aberdeen Inc. who were transferred to GPMS during the carve-out acquisition. 50% of the consideration will be settled during 2025 with the remaining 50% during February 2026.

iii.The current deferred consideration payable represents retention bonuses payable to CSHG employees and was settled by issuing 303,388 Class A common shares of the Company on August 26, 2024. The remainder of the deferred consideration vested during April 2025 and the liability will be settled during May 2025.

    The non-current portion of the deferred consideration payable is also a retention bonus for employees of CSHG and will be settled in the Company’s Class A common shares subject to a vesting period over the next two to five years.

    The Group also settled the cash consideration payable that was subject to the transfer of all CSHG funds to the Group. All funds were transferred on July 22, 2024, and the cash consideration to the value of US$63.5 million was paid on December 9, 2024.

iv.The acquisition of CSHG triggered a R$50 million price adjustment to the consideration paid for the acquisition of VBI. R$25 million (US$4.9 million) was paid on April 01, 2024, issuing 337,992 Class A common shares of the Company (refer to note 29 (b)). The remainder amount of R$28.4 million or US$5.2 million (R$25 million Brazilian interbank deposit rate ("CDI") adjusted) became due and payable on the finalization of CSHG funds transfer of which R$8.3 million (US$1.5 million) was settled in cash on August 01, 2024. R$20.1 (US$3.2 million) remains outstanding and will be settled in cash on August 01, 2025 (R$9.5 million or US$1.5 million) and August 01, 2026 (R$10.6 million or US$1.7 million).

    Other price adjusted payments for VBI include US$1.2 million in cash paid on March 22, 2024, to the previous owners of VBI as a post-closing price adjustment for the 2022 acquisition.

v.On August 01, 2024, the Group exercised its option to acquire the remaining 50% interest in VBI from non-controlling interest. The option arrangement was put in place between the Group and the non-controlling interest of VBI upon the business combination that took place during July 2022 (refer note 21(d)). The option arrangement includes the acquisition of 50% common shares and the preferred stock from previous owners of VBI.

Patria Investments Limited F-50

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

    The consideration of R$404.5 million (US$65.3 million as of December 31, 2024) for the 50% common shares of VBI will be settled through cash (R$229.2 million) and the issue of Class A common shares of the Company (R$175.3 million).

    The cash consideration will be settled as follows:

•R$22.2 million (approximately US$3.9 million) on closing date – amount was paid on August 01, 2024;

•R$98.4 million (US$15.9 million) twelve months after closing date; and

•R$108.6 million (US$17.5 million) twenty-four months after the closing date.

    The equity consideration of R$175.3 million (US$28.3 million) will be settled in two equal tranches during January 2025 and January 2026. The first installment was settled on January 17, 2025 – refer to note 33.

    The preferred stock to the value of R$38.7 million (US$6.3 million) will be settled in cash over the next two years. The first payment of R$3.8 million (US$0.7 million) was made on August 01, 2024.

vi.On December 23, 2024, the Group entered into an agreement acquiring an additional 29.72% stake in Igah IV for R$24.3 million (US$3.9 million) that will be paid in cash between the years 2024 and 2028 (CDI adjusted). The Group settled R$4.1 million (US$0.6 million) during December 2024 and R$2.9 million (US$0.5 million) on January 31, 2025.

    The remaining purchase price (CDI adjusted) will be settled in cash as follows:

•R$6.7 million (US$1.1 million) on February 28, 2026

•R$6.7 million (US$1.1 million) on February 28, 2027

•R$3.9 million (US$0.6 million) on February 28, 2028

vii.The consideration and contingent consideration payable emerged from the carve-out acquisition in Aberdeen Inc. (refer to note 30).

•The non-current consideration payable will be settled in cash twenty-four months after the closing date (April 26, 2024).

•The current consideration payable relates to the net working capital position on the acquisition date and, as agreed in the share purchase agreement with Aberdeen Inc, was settled on February 06, 2025, in cash – refer note 33.

•The settlement of the contingent consideration will take place between thirty-four and thirty-six months after the closing date and depends on GPMS achieving the revenue targets set.

viii.The business combination with Nexus includes a contingent consideration recognized at a fair value of US$6.1 million. The settlement of the contingent consideration is due by 2027 and is dependent on the business achieving set benchmark fees.

ix.Certain long-term investments remained in Nexus during the business combination with the Group. The Group did not acquire these long-term investments and will return the funds to the previous owners of Nexus as the investments mature (refer to note 12(b)).

x.In addition to the above, the following cash settlements took place during the year ended December 31, 2024:

•Consideration payable US$1.0 million for the acquisition of the first tranche of Kamaroopin (when acquired as an associate of the Company in 2022) was settled on January 10, 2024.

•VBI contingent consideration to the value of R$56.8 million (US$10.1 million) was settled on August 07, 2024.

•The settlement of Bari consideration payable took place monthly with the last payment made on December 27, 2024. The settlement of Move consideration payable took place on November 04, 2024. The aggregate cash settlement value during the 2024 financial period for Bari and Move amounted to US$3.6 million.

Patria Investments Limited F-51

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

The reconciliation for acquisition payables is summarized in the table below for the years ended December 31, 2024, 2023, 2022.

	GPMS	CSHG	Moneda	Other	Total
Balance on December 31, 2021	—	—	44,249	—	44,249
Recognized on business combination (refer to note 30)	—	—	—	23,985	23,985
Acquisition payable adjustments (refer to note 26)	—	—	(12,884)	1,291	(11,593)
Deferred consideration	—	—	24,444	—	24,444
Payables settled in cash	—	—	(16,437)	—	(16,437)
Payables settled in Class A common shares	—	—	—	—	—
Cumulative translation adjustment	—	—	—	1,953	1,953
Balance on December 31, 2022	—	—	39,372	27,229	66,601
Recognized on business combination (refer note to 30)	—	—	—	36,595	36,595
Acquisition payable adjustments (refer to note 26)	—	—	(12,891)	4,257	(8,634)
Deferred consideration	—	—	22,229	732	22,961
Deferred consideration settled in cash	—	—	—	(732)	(732)
Payables settled in cash	—	—	—	(14,684)	(14,684)
Payables settled in Class A common shares	—	—	—	(5,385)	(5,385)
Cumulative translation adjustment	—	—	—	5,218	5,218
Balance on December 31, 2023	—	—	48,710	53,230	101,940
Recognized on business combination (refer to note 30)	61,638	70,338	—	6,358	138,334
Deferred consideration payable on acquisition	12,181	4,368	—	—	16,549
Other payables raised on or post-acquisition	6,870	—	—	77,681	84,551
Transfers	—	—	—	(3,979)	(3,979)
Acquisition payable adjustments (refer to note 26)	1,220	3,659	—	20,401	25,280
Deferred consideration	—	2,188	9,057	—	11,245
Payables settled in cash	—	(63,459)	—	(22,708)	(86,167)
Payables settled in Class A common shares	—	—	—	(4,870)	(4,870)
Deferred consideration settled in Class A common shares	—	(3,685)	(29,020)	—	(32,705)
Cumulative translation adjustment	227	(11,496)	—	(15,685)	(26,954)
Balance on December 31, 2024	82,136	1,913	28,747	110,428	223,224

c.SPAC commitment subject to possible redemption

The holders of SPAC Class A Ordinary Shares of PLAO have the right to redeem their shares in cash upon the completion of PLAO’s initial business combination. With the 15-month extension approved on June 12, 2024, the holders of shares redeemed 12,339,057 shares (refer note 5 (f) and note 12(a)).

The Group accounts for the SPAC Class A Ordinary Shares subject to redemption as a financial liability measured at amortized cost which as of December 31, 2024, was US$ 54,053 (December 31, 2023: US$ 187,356). The instrument was initially recognized at fair value, net of the corresponding eligible transaction costs. The warrant component issued to the shareholders of PLAO is separately accounted for as derivatives and measured at fair value with the change in fair value recorded in the consolidated statement of profit or loss (refer to note 12(c) and note 27).

Patria Investments Limited F-52

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

Offering costs consist of legal, accounting, underwriting and other costs incurred through the balance sheet date that are directly related to the SPAC’s IPO. Upon the completion of the IPO, the offering costs were allocated using the relative fair values of the SPAC’s Class A Ordinary Shares and its Warrants. The costs allocated to Warrants were recognized in other expenses and those related to the SPAC’s Class A Ordinary Shares were charged against the carrying value of SPAC’s Class A Ordinary Shares to subsequently accrete the SPAC’s Class A Ordinary Shares to redemption value. Transaction costs include US$ 4.6 million in upfront underwriting commissions deducted from the SPAC’s IPO proceeds and US$16.8 million in other offering costs which were expensed ($6.2 million and $10.3 million for the years ending December 31, 2023, and 2022, respectively, with no expense in 2024).

The SPAC is subject to laws and regulations enacted by national, regional and local governments. It is required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time-consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on the business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on the business, including the ability to negotiate and complete an initial business combination, and results of operations.

Movements during the period on the Group’s commitment subject to possible redemption are detailed below. Movements of the SPAC’s IPO initial costs and interest earned represent a non-cash charge against commitments subject to redemption and have no impact on the Group’s consolidated statement of cash flows during the period which will be settled upon any redemptions:

Commitment subject to possible redemption
Balance at December 31, 2021	—
Amortization of SPAC IPO initial cost	10,325
Interest earned on trust account	3,362
Commitment subject to possible redemption raised	220,458
Balance at December 31, 2022	234,145
Amortization of SPAC IPO initial cost	6,166
Interest earned on trust account	10,109
Redemptions	(65,164)
Deposits	2,100
Balance at December 31, 2023	187,356
Interest earned on trust account	6,021
Deposits	1,977
Redemptions	(141,301)
Balance at December 31, 2024	54,053

d.Gross obligation under put option

i.VBI – Option arrangements

The business combination concluded on July 1, 2022, included VBI Option arrangements with the non-controlling shareholders of VBI. The Group exercised its call option on August 01, 2024, that resulted in the derecognition of the gross obligation under put option.

ii.Igah GP IV – Option arrangements

The business combination with Igah GP IV concluded on November 30, 2022 and included Igah Option arrangements with the selling shareholders of Igah GP IV.

Patria Investments Limited F-53

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

The Group increased its stake in Igah GP IV on December 23, 2024, that resulted in partial derecognition of the gross obligation. The option to exercise the remaining portion of the call option was extended to take place between November 2025 and November 2027.

iii.Tria – Option arrangements

The business combination with Tria, concluded on April 2, 2024, includes option arrangements with the non-controlling shareholders of Tria. The Tria put options can be individually exercised by each non-controlling shareholder, being (i) December 31, 2029; (ii) December 31, 2030; or (iii) December 31, 2031, the “Base Date” and each April 1st up to 30th of the years between 2029, 2030 or 2031 the “Option Window”. If the Tria put options are not exercised during the option window, the Group may exercise the Tria call options in the month of May immediately after the end of each Tria put option window.

The fair value of the put options was determined using a Monte Carlo simulation that is based on guidelines from “The Appraisal Foundation”. The methodology assumes that the value of the share follows the stochastic process defined as Brownian geometric motion. The assumptions for the simulation are the volatility of the variable in question, the risk-free discount rate and the time remaining until maturity.

Movements during the period on the Group’s gross obligation under the VBI, Igah and Tria put options are detailed below.

	Note	VBI	Igah IV	Tria	Total
Balance on December 31, 2023		81,588	11,338	—	92,926
Cumulative translation adjustment		(10,782)	(1,694)	(3,193)	(15,669)
Gross obligation recognized / (derecognized)		(69,834)	—	17,117	(52,717)
Transferred to acquisitions payable	21(b)	—	(3,189)	—	(3,189)
Gross obligation adjustments	26(b)	(972)	(3,952)	1,831	(3,093)
Balance on December 31, 2024		—	2,503	15,755	18,258
Balance on December 31, 2022		65,544	7,884	—	73,428
Cumulative translation adjustment		5,377	—	—	5,377
Purchase price allocation adjustments		—	2,455	—	2,455
Gross obligation adjustments	26(b)	10,667	999	—	11,666
Balance on December 31, 2023		81,588	11,338	—	92,926
Balance at December 31, 2021		—	—	—	—
Gross obligations recognized		60,866	7,884	—	68,750
Cumulative translation adjustment		1,125	—	—	1,125
Gross obligation adjustments	26(b)	3,553	—	—	3,553
Balance at December 31, 2022		65,544	7,884	—	73,428

Patria Investments Limited F-54

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

22Net revenue from services

	2024	2023	2022
Revenue from management fees	303,242	252,885	223,485
Revenue from incentive fees	13,788	4,051	6,070
Revenue from performance fees (a)	62,690	74,712	30,350
Fund fees	379,720	331,648	259,905
Revenue from advisory and other ancillary fees	10,926	2,742	4,156
Total gross revenue from services	390,646	334,390	264,061
Rebate fees (b)	(9,321)	—	—
Taxes on revenue	(7,121)	(6,773)	(5,184)
Net revenue from services	374,204	327,617	258,877
The following is the breakdown of revenue by region (b):
Brazil	63,574	50,177	40,165
British Virgin Islands	—	23	3,122
Cayman Islands	202,710	215,296	160,226
Chile	51,058	53,032	52,074
Colombia	14,674	1,993	—
Uruguay	2,896	2,215	—
United Kingdom	35,974	713	—
United States of America	3,318	4,168	3,290
Net revenue from services	374,204	327,617	258,877

(a)Performance fees are primarily generated when the return of the investment funds surpasses the performance hurdle set out in the related charters. For the year ended December 31, 2024, an amount of US$ 59.7 million was recognized as performance fees from Patria Infrastructure Fund III. US$2.9 million performance fees were raised in terms of IFRS 15- Revenue from contracts with customers. For December 31, 2023, the Group recognized US$ 57.8 million from Patria Infrastructure Fund III and US$ 15.5 million from PE V relating to the Lavoro transaction.

(b)In prior financial periods, rebate fees were presented as general and administrative expenses. The rebate fees for December 31, 2023, and December 31, 2022, were US$ 6.5 million and US$ 3.9 million respectively.

(c)Disclosure of revenue by geographic location is based on the registered domicile of the manager receiving fees. The investment funds managed by the Group attract and retain many global investors that represent the Group’s portfolio of clients. None of the Group’s individual clients represents more than 10% of the total revenues for the periods presented.

23Personnel expenses and carried interest allocation

	2024	2023	2022
Salaries and wages	(47,872)	(37,945)	(33,991)
Rewards and bonuses (a)	(35,466)	(24,256)	(20,940)
Social security contributions and payroll taxes	(7,711)	(5,236)	(4,746)
Officers’ Fund	—	(324)	(1,657)
Strategic Bonus	(830)	(1,141)	(1,107)
Restructuring costs – personnel (b)	(3,820)	(2,247)	(530)
Share based incentive plan (refer to note 29(d))	(7,454)	(1,465)	(731)
Other short-term benefits	(8,528)	(6,164)	(6,077)
Personnel expenses	(111,681)	(78,778)	(69,779)
Carried interest allocation (c)	(20,908)	(25,257)	(10,171)

(a)The year-on-year increase in rewards and bonuses is mainly driven by improved operational results as well as newly acquired businesses.

(b)Restructuring costs of personnel refers to costs associated with the implementation of streamlining initiatives and cost reduction plan in the operating activities of the Group, mainly driven by consolidation/integration of newly acquired subsidiaries.

(c)Carried interest allocation refers to the Group’s employees’ right to up to 35% of the performance fees recognized from certain investments funds. As of December 31, 2024, US$ 37.3 million (US$ 31.9 million as current and US$ 5.4 million as non-current) (December 2023: US$ 32.0 million with US$ 9.4 million as current and US$ 22.6 million as non-current) remains payable primarily related to performance fees recognized from investment funds.

Patria Investments Limited F-55

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

24Amortization of intangible assets

	2024	2023	2022
Amortization of non-contractual customer relationships (note 14)	(9,091)	(12,970)	(9,773)
Amortization of contractual rights (note 14)	(12,648)	(3,123)	(2,526)
Amortization of placement agents’ fees (note 14)	(2,782)	(1,931)	(1,442)
Amortization of brands (note 14)	(3,452)	(3,553)	(3,228)
Amortization of software (note 14)	(1,520)	(793)	(410)
Amortization of non-compete agreements (note 14)	(1,234)	—	—
Amortization of intangible assets	(30,727)	(22,370)	(17,379)

25General and Administrative expenses

	2024	2023	2022
Professional services (a)	(16,839)	(10,823)	(8,330)
IT and telecom services	(7,157)	(6,325)	(6,061)
Rebate fees (b)	—	(6,473)	(3,852)
Depreciation of right-of-use assets	(3,254)	(3,019)	(2,405)
Travel expenses (a)	(5,950)	(2,671)	(2,190)
Marketing and events	(4,469)	(2,877)	(1,708)
Occupancy expenses	(1,697)	(1,079)	(1,434)
Depreciation of property and equipment	(1,843)	(1,728)	(1,420)
Professional services - SPAC	(1,064)	(1,089)	(807)
Insurance	(764)	(669)	(734)
Taxes and contributions	(1,099)	(775)	(685)
Materials and supplies	(490)	(346)	(314)
Other administrative expenses	(2,055)	(1,285)	(1,210)
General and Administrative expenses	(46,681)	(39,159)	(31,150)

(a)The increase in professional fees and travel expenses for 2024 is attributable to the acquisition of new subsidiaries through business combinations and the related services and travelling required to close on the acquisition transactions.

(b)Rebate fees have been presented as part of net revenue from services for 2024 and future financial periods.

26Other income/(expenses)

	2024	2023	2022
Share issuance expenses – SPAC (notes 5(f) and 21(c))	—	(6,167)	(10,325)
Gain on associate derecognition	—	4,199	—
Energy trading contracts – net realized gains	138	—	—
Energy trading contracts – MtM adjustments	6,429	—	—
Transaction costs (a)	(8,178)	(9,618)	(4,536)
Transaction costs – SPAC	—	—	(315)
Consideration payable adjustments (b)	(25,280)	8,634	11,593
Gross obligation adjustments (b)	3,093	(11,666)	(3,533)
Integration costs (c)	(14,809)	(2,104)	(1,293)
Other (d)	(7,214)	(1,944)	(856)
Other income/(expenses)	(45,821)	(18,666)	(9,265)

(a)Transaction costs relate to expenses incurred on the acquisition of new subsidiaries through business combinations.

(b)Measurement of the present value of acquisition considerations payable, fair value adjustments of contingent considerations (refer to note 21 (b)) and gross obligations under put option (refer to note 21(d)) for acquired businesses is included under other income/(expenses) based on its correlation with the Groups’ expansion strategy through acquisition activity. The movement for the year ended December 31, 2024, relates to the impact from unwinding the discount related to the time value of money, reflecting the change in the carrying value of the payables that is attributable to the passage of time and decrease in the effective yield.

    The consideration payable adjustment expense for the year ended December 31, 2024, includes US$10.6 million of additional compensation paid to VBI’s previous owners due to the acquisition of CSHG triggering an acquisition price adjustment between VBI’s previous owners and the Group.

(c)Expenditure paid to third party service providers assisting in the reorganization and integration of acquired businesses to improve the Group’s long-term future performance and efficiency.

(d)Other expenses include a payment for the ISS settlement with the Municipality of São Paulo to the value of US$4.2 million (refer to note 20).

Patria Investments Limited F-56

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

27Net financial income/(expense)

	2024	2023	2022
Financial income
Net financial investment income	2,196	2,120	2,345
Unrealized gains on long-term investments	—	—	5,322
Realized gains from long-term investments	452	1,797	1,922
Unrealized gains on warrant liability	—	690	3,114
Unrealized gains on other derivative financial instruments (a)	3,597	—	105
Unrealized gains on asset-linked receivable (b)	8,829	3,503	—
Net exchange variation	2,580	831	—
Other financial income	205	50	59
Total finance income	17,859	8,991	12,867
Financial expenses
Unrealized losses on long-term investments (c)	(16,852)	(6,883)	—
Unrealized losses on forward	—	—	(230)
Unrealized loss on warrant liability (d)	(5,823)	—	—
Realized losses on forward	(302)	(252)	—
Commission, brokerage and financing expenses (e)	(2,126)	(443)	(518)
Interest on lease liabilities	(1,382)	(1,243)	(1,807)
Interest on loans (refer to note 16)	(10,020)	—	—
Net exchange variation	—	(614)	(1,350)
Other financial expenses	(1,994)	(1,230)	(847)
Total finance expenses	(38,499)	(10,665)	(4,752)
Net financial income/(expense)	(20,640)	(1,674)	8,115

(a)The income for the financial period 2024 relates to the Tria call option.

(b)The related income is linked to the movement in Lavoro Agro Limited share price – refer to note 12(b) for pertinent details.

(c)The increase in unrealized losses on long-term investments is mainly attributable to a decline in the value of KMP Growth Fund II – refer to note 12(b). The devaluation is partially due to the weaker Brazilian Real against the US Dollar on December 31, 2024.

(d)The SPAC warrant liability was revalued on December 31, 2024. The fair value of the share price amounted to US$ 11.64 per share versus a strike price of US$11.50 leaving the warrant value at US$0.63 using a Monte Carlo simulation as valuation method (refer to note 12(c)).

(e)The year-on-year increase in commission, brokerage and financing expenses is attributable to amortization of commitment fees which are incurred when entering into loan agreements with banks (refer to note 16).

28Income taxes expenses

As an entity headquartered in the Cayman Islands, the Company is subject to a tax neutral regime whereas subsidiaries of the Group headquartered in Brazil, Colombia, Chile, the United Kingdom, the United States of America, and Hong Kong are subject to income taxes as set out by local tax laws.

Reconciliation of income tax	2024		2023		2022
Income before income taxes	85,993		117,999		102,453
Impact of difference in tax rates of foreign subsidiaries	(10,006)		2,681		(8,715)
Permanent differences	(300)		135		366
Total income taxes (a)	(10,306)		2,816		(8,349)
Current (b)	(12,358)		(10,500)		(6,784)
Effective tax rate current	(14.37	%)	(8.90	%)	(6.62	%)
Deferred	2,052		13,316		(1,565)
Effective tax rate - total	(11.98)	%	(2.39)	%	8.15	%

(a)No amounts related to income taxes have been recognized directly in equity.

(b)Nexus contributed and US$0.5 million to current tax expenses for the year ended December 31, 2024. Furthermore, Patria Asset Management was acquired on November 1, 2023, with a US$ 2.2 million impact on current income tax during the year ended December 31, 2024, compared to US$ 0.3 million on December 31, 2023.

Patria Investments Limited F-57

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

International Tax Reform – Pillar Two

The International Tax Reform - Pillar Two Model Rules, also referred to as the “Global Anti-Base Erosion” or “GloBE” Rules, was released by the Organization for Economic Co-operation and Development (OECD) on December 20, 2021. Delegates from all Inclusive Framework (IF) member jurisdictions developed the rules, and over 135 jurisdictions agreed to update the international tax system, considering it was no longer fit for purpose in a globalized and digitalized economy.

Pillar Two Rules aim to ensure that large multinational enterprises with consolidated revenues of EUR 750 million or more in at least two of the last four years pay a minimum effective corporate tax rate of 15% on income arising in each jurisdiction with revenue-generating activities. The means by which GloBE must be incorporated into domestic law is determined by each implementing jurisdiction.

For the year ending December 31, 2024, the Group has not incurred any top-up tax, considering it did not meet the requirements to be classified as a large multinational enterprise. The global revenues accounted for under IFRS have not exceeded EUR 750 million in at least two of the last four years, and the Group also does not expect to exceed the mentioned threshold in the 2025 financial year.

It is important to mention that the Group operates in multiple jurisdictions (Uruguay, Brazil, Cayman Islands, Chile, Colombia, Argentina, Hong Kong, the United States of America, and the United Kingdom), and the application of the Pillar Two rules requires jurisdictions to enact legislation to apply the Pillar Two rules. The Group continues to monitor the development of the discussions, and as of December 31, 2024, the status of the enactment of local legislation was as follows:

•Cayman Islands, Chile, Colombia, USA, Argentina, and Uruguay:

◦No public announcements

•Brazil

◦On 27 December 2024, Law No. 15,079/24 was approved, which establishes in Brazil the global minimum tax of Pillar Two of the Organization for Economic Cooperation and Development (OECD). The referred law establishes an effective minimum tax of 15% on the profits of multinational groups, with consolidated annual revenues exceeding EUR750 million through an additional Social Contribution on Net Income (“CSLL”). The new rules aim to ensure that the additional CSLL qualifies as Qualified Minimum Domestic Complementary Tax (“QDMTT”) which guarantees Brazil priority in taxing excess profits calculated by Brazilian entities and in offsetting tax levied abroad.

•Hong Kong:

◦The Inland Revenue (Amendment) “Minimum Tax for Multinational Enterprise Groups” Bill 2024 (“Bill”) was officially published on 27 December 2024 to implement the GloBE rules, which comprises the income inclusion rule (“IIR”) and undertaxed profits rule (“UTPR”), as well as the Hong Kong minimum top-up tax (“HKMTT”). The bill was introduced into the Legislative Council for first reading on 8 January 2025. Subject to the passage of the Bill, IIR and HKMTT will apply to a fiscal year beginning on or after 1 January 2025, while the UTPR will take effect from a date to be specified by notice published.

•United Kingdom:

    October 30, 2024, Autumn Budget 2024 was delivered, which includes the following measures relating to the UK Pillar Two global minimum tax rules:

◦The government will implement the undertaxed profits rule (UTPR) in the Finance Bill 2024-2025 for accounting periods beginning on or after December 31, 2024.

◦Various technical amendments to the existing UK multinational and domestic top-up tax legislation will also be included in Finance Bill 2024-2025 to incorporate latest international updates and inputs from stakeholder consultation, with most of these applying for accounting periods beginning on or after December 31, 2024, but some effective for accounting periods beginning on or after December 31, 2023.

Patria Investments Limited F-58

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

◦The government confirmed its intention to implement anti-arbitrage rules in respect of the transitional country-by-country (CbC) reporting safe harbors effective from March 14, 2024.

It is unclear (a) if the Pillar Two model rules create additional temporary differences, requiring the Company to remeasure deferred taxes for the Pillar Two model rules, and (b) which tax rate to use to measure deferred taxes. In response to this uncertainty, on May 23, 2023, and June 27, 2023, respectively, the IASB and AASB issued amendments to IAS 12 ‘Income taxes’ introducing a mandatory temporary exception to the requirements of IAS 12 under which a company does not recognize or disclose information about deferred tax assets and liabilities related to the proposed OECD Pillar Two model rules. To compensate for the potential loss of information resulting from the mandatory deferred tax accounting relief, companies are required to provide specific disclosures about Pillar Two taxes in their financial statements. However, considering that the Group does not meet the requirements to be regarded as a large multinational enterprise, no further recognition or disclosure assessment was performed for December 31, 2024.

Transfer pricing and related tax considerations

All the jurisdictions in which the Group operate have enacted rules on transfer pricing that require intragroup transactions to be conducted on arm’s-length terms. Brazil did not comprehensively adopt the arm’s length terms until December 28, 2022, when Provisional Measure No. 1,152/2022, later converted into Law No. 14,596/2023, was enacted to adapt the Brazilian transfer pricing rules to fully adopt the arm’s length standard. These provisions became effective as of January 2024 and adopted by the Group.

The Group regularly obtains advice regarding, inter alia, transfer pricing from external tax advisors to ensure that transactions conducted between and among subsidiaries, including, but not limited to, provision of marketing, investor relations, investment advisory and business support services, are made on a commercial basis and consistent with the arm’s length principle as set forth under the Transfer Pricing Guidelines for Multinational Enterprises and Tax Administrations issued by the Organization for Economic Co-Operation and Development (the “OECD Guidelines”), as well as local legislation of the entities involved in the controlled transactions.

29Equity

a.Capital

The Company’s Memorandum and Articles of Association (“Articles of Association”) authorizes the issuance of up to US$100,000, consisting of 1,000,000,000 shares of par value US$0.0001. Of those authorized shares, (i) 500,000,000 are designated as Class A common shares, (ii) 250,000,000 are designated as Class B common shares, and (iii) 250,000,000 are undesignated as yet and may be issued as common shares or shares with preferred rights. Class B common shares are entitled to 10 votes per share and Class A common shares are entitled to one vote per share.

The Company currently has a total of 153,586,168 common shares issued and outstanding, of which 60,640,738 are Class A common shares and 92,945,430 are Class B common shares.

Conversion

The outstanding Class B common shares are convertible at any time as follows: (1) at the option of the holder, a Class B common share may be converted at any time into one Class A common share or (2) upon the election of the holders of a majority of the then-outstanding Class B common shares, all outstanding Class B common shares may be converted into a like number of Class A common shares. In addition, each Class B common share will convert automatically into one Class A common share upon any transfer, whether for value or no value, except for certain transfers described in the Articles of Association. Furthermore, each Class B common share will convert automatically into one Class A common share and no Class B common shares will be issued thereafter if, at any time, the total number of the issued and outstanding Class B common shares is less than 10% of the total number of shares outstanding.

Patria Investments Limited F-59

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

Restrictions on transfer

Each of Patria Holdings Limited shareholders (which include entities beneficially owned by the founders of the Company and certain directors and executive officers) have agreed to lock-up restrictions on the sale of shares in Patria Holdings Limited for a period of five years from the consummation of the IPO, except for lock-up restrictions applicable to shares beneficially owned by certain key management, which terminated in 2024. Any exception to these restrictions would require an amendment or waiver of such limitations among the shareholders of Patria Holdings Limited.

As part of the Moneda business combination, Moneda’s former partners have entered into a Moneda Lock-Up Agreement restricting them from selling any shares held by them, disclosing their intention to sell any shares held by them, converting Class B common shares into Class A common shares, entering into any derivative transactions or making any demand for the registration of any shares held by them. These restrictions are in place from the fifth anniversary of the Moneda acquisition’s closing date (December 01, 2021) until the earlier of (a) the Moneda former partner’s termination of employment with the Group or its affiliates, and (b) the 60th day after the expiration of the relevant tax statute of limitations for 50% of the relevant collateral shares.

As of December 31, 2024, and December 31, 2023, the issued share capital was distributed as follows:

	2024		2023
	Shares	Capital (US$)	Shares	Capital (US$)
Total	153,586,168	15,358	148,253,938	14,826
Class A	60,640,738	6,063	55,308,508	5,531
Class B	92,945,430	9,295	92,945,430	9,295

b.Additional paid-in capital

The Additional Paid-in Capital amounts recorded as of December 31, 2024, and December 31, 2023, are presented below:

	2024	2023
Class A	389,497	314,592
Class B	186,101	186,102
Gross total	575,598	500,694
Utilized for dividends declared (refer to note 29(c))	(48,359)	—
Net additional paid-in capital	527,239	500,694

The movement in additional paid-in capital for December 31, 2024, is summarized below:

i.On January 10, 2024, the Company issued 1,879,977 Class A common shares (US$ 28.7 million) in part settlement of the Moneda deferred consideration.

ii.On February 28, 2024, and during the second half of 2024, the Company issued 595,898 and 323,600 Class A common shares, respectively, in part settlement of bonuses for selected employees and key management (US$ 12.5 million) (refer to note 15(a)).

iii.On April 1, 2024, the Company issued 337,992 Class A common shares to VBI’s previous owners as part of the VBI acquisition price adjustment that emerged from the CSHG deal (US$4.9 million).

iv.On May 16, 2024, the company issued 740,634 Class A common shares as part settlement of the Group’s Carried interest allocation liability outstanding (US$10.3 million).

Patria Investments Limited F-60

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

v.On July 16, 2024, and August 26, 2024, the Company issued 903,988 and 245,355 Class A common shares, respectively, to the previous owners of Nexus as settlement of the business combination purchase consideration (US$14.7 million).

vi.On August 26, 2024, and August 30, 2024, the Company issued 303,388 and 1,398 Class A common shares, respectively, as settlement of the retention bonus payable to CSHG employees (US$3.7 million).

The movement in additional paid-in capital for December 31, 2023, is summarized below:

i.On June 15, 2023, the Company issued 682,741 Class A common shares of the Company in part settlement of the Kamaroopin acquisition payable (US$10.1 million).

ii.On November 30, 2023, the Company issued 378,267 Class A common shares of the Company in part settlement of the Igah acquisition payable (US$5.4 million).

c.Dividends

Dividends are declared and paid to the Company’s shareholders on a pro-rata basis deploying accumulated retained earnings. The current year’s dividends declared to date resulted in a depletion of available retained earnings, however, under Cayman Law, dividends may also be distributed out of additional paid-in capital. As a result, additional paid-in capital to the value of US$48,359 was transferred to retained earnings to fund the short-fall in accumulated retained earnings. The Group remains in a position to pay its debts as they fall due in the ordinary course of business.

Dividends declared and paid by the Group to the Company’s shareholders for the year ended December 31, 2024, 2023 and 2022 were:

Shareholder	2024		2023		2022
		US$		US$		US$
Class A	51,375	0.8716	53,687	0.9840	38,082	0.7020
Class B	81,008	0.8716	91,458	0.9840	65,247	0.7020
Total	132,383	0.8716	145,145	0.9840	103,329	0.7020

d.Share based incentive plans

The equity incentive programs under the long-term incentive plan (“LTIP”) are restricted share plans in which eligible participants include members of the Group’s management and its employees. Beneficiaries under the equity incentive programs are granted rights to shares based on certain criteria (time and performance vesting conditions). The final eligibility of any beneficiary to participate in the LTIP is determined by the LTIP Committee.

The LTIP was approved and launched on November 28, 2022. From 2022 going forward a maximum of 600,000 shares can be granted from the LTIP. As of December 31, 2024, Grants A and B disclosed below have been granted from the LTIP.

A new LTIP was approved and launched on February 26, 2024. From 2024 going forward, a maximum of 5,380,000 shares can be granted from the LTIP. As of December 31, 2024, Grant C and Matching program disclosed below have been granted from the LTIP.

Grant A

Grant A was provided to eligible participants commencing from January 2022 in accordance with the terms of the LTIP.

The defined maximum number of shares under Grant A shall not exceed 101,408 (84,506 Performance Restricted Units (“PSUs”) were granted to eligible participants under Grant A and the remaining 16,902 PSUs may be issued in the future, subject to the boost grant requirements being met.)

Patria Investments Limited F-61

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

Grant B

Grant B was provided to eligible participants commencing from January 2023 in accordance with the terms of the LTIP.

The defined maximum number of shares under Grant B shall not exceed 357,132 (297,610 PSUs were granted to eligible participants under Grant B and the remaining 59,522 PSUs may be issued in the future, subject to the boost grant requirements being met.)

Grant C

Grant C was provided to eligible participants commencing from June 2024 in accordance with the terms of the LTIP.

The defined maximum number of shares under Grant C shall not exceed 3,387,278. PSUs totaling 2,822,732 were granted to eligible participants under Grant C, and the remaining 564,546 PSUs may be issued in the future, subject to the boost grant requirements being met. 543,953 Restricted Stock Units (“RSUs”) were also issued where eligible participants are required to remain in service for a specified period with no performance condition attached to the RSUs.

Matching program

The Matching program was provided to eligible participants commencing from February 2024 in accordance with the terms of the LTIP.

The defined maximum number of shares under the Matching program shall not exceed 924,008 RSUs which were granted during 2024.

IPO Grant

The IPO Grant was subject to the completion of the IPO registration and approved by the board of director’s meeting on May 19, 2021, and is closed to new participants. The IPO grant mirrors the vesting conditions of Grant A, excluding the commencement date and share price on grant date used for measuring achievement of time and vesting conditions.

The defined maximum number of shares under the IPO grant shall not exceed 410,115 (289,183 PSUs were granted and the remaining 120,932 PSU might be issued subject to the boost grant requirements being met).

The table below reflects the PSU activity for the years ending December 31, 2024, 2023 and 2022.

	IPO Grant	Grant A	Grant B	Grant C	Grant C	Matching program
	Number of PSUs (in thousands)				Number of RSUs (in thousands)
Outstanding, December 31, 2021	210	—	—	—	—	—
Granted	—	85	—	—	—	—
Forfeited	(26)	—	—	—	—	—
Outstanding, December 31, 2022	184	85	—	—	—	—
Granted	—	—	298	—	—	—
Forfeited	(53)	—	(1)	—	—	—
Outstanding, December 31, 2023	131	85	297	—	—	—
Granted	—	—	—	2,823	544	924
Forfeited	(26)	(20)	(37)	(38)	—	(16)
Outstanding, December 31, 2024	105	65	260	2,785	544	908

Patria Investments Limited F-62

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

No shares were exercised, expired or vested during the period. Refer to note 23 for expenses incurred for the years ending December 31, 2024, 2023 and 2022.

The intention of the Committee as of December 31, 2024, was to settle any future vesting through delivery of Class A common shares of the Company to participants.

LTIP	Grant date	Weighted-average fair value
IPO grant	January 22, 2021	US$ 15.95
Grant A	December 1, 2022	US$ 9.15
Grant B	January 22, 2023	US$ 10.76
Grant C - PSU	January 19, 2024	US$ 9.82
Grant C - RSU	June 30, 2024	US$ 12.06
Matching program	February 28, 2024	US$ 14.89

The original weighted-average fair value of PSU and RSU shares was determined on the grant date and calculated based on a Monte Carlo simulation, which incorporates the effects of the performance conditions on the fair value. Dividends were not considered separately in the model since the participants are compensated with more shares when dividends are distributed during the vesting period and because the Total Shareholder Return (“TSR”) performance condition already considers dividends distributed as part of the calculation.

Reconciliation of the capital reserves account:

	Amount (US$)
Description	2024	2023	2022
Opening balance – January 01	2,960	1,495	764
Share based incentive plan expense	7,454	1,465	731
Bonus share plan (i)	11,627	—	—
Closing balance – December 31	22,041	2,960	1,495

(i)During the year ended December 2024, the company entered into a bonus share plan with senior employees providing them with the option to receive bonus payments in cash or equity. Equity settlement will be in the form of Class A common shares. In terms of IFRS 2 – Share-based payments, once the qualifying employees elected to receive cash or equity, the equity portion of the bonus payable is recognized directly in Equity of the company with no vesting conditions attached to the instruments. On December 31, 2024, an estimated amount of US$11.6 million was raised in capital reserves to be settled with Class A common shares of the Company. The post-tax amount of US$ 9.5 million was settled with the issuance of 803,627 shares during February 2025 (refer to note 33).

e.Earnings per share (basic and diluted)

Basic earnings per share have been calculated based on the Group’s consolidated profit for the year attributable to the holders of the Company’s common shares.

Share transactions that affected basic earnings per share

Moneda

On December 4, 2023, an amendment to the Moneda share purchase agreement was executed with Moneda’s former partners who are currently employees of the Group to settle the first installment of deferred consideration with equity through issuance of the Company’s Class A common shares (refer to note 21(b)(i)). On January 10, 2024, 1,879,977 Class A common shares were issued. The issue of shares was not contingent to any condition on December 4, 2023, therefore in terms of IAS33, the full impact of the issuance has been included in the basic earnings per share below for the year ended December 31, 2024, and December 31, 2023.

Patria Investments Limited F-63

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

Employee-profit sharing

As disclosed under note 15(a) certain employees eligible to receive their employee-profit sharing awards for the year ending December 31, 2023, were settled with the Company’s Class A common shares. As the shares vested on receipt of the equity compensation, settled on February 28, 2024, the weighted average impact of the issuance (approximately 774,000 shares) has been included in the basic earnings per share below for the year ended December 31, 2024.

VBI

The Group closed the business combination of CSHG that triggered an acquisition price adjustment under the share purchase agreement between VBI’s previous owners and the Group for an addition consideration payable of R$50 million (approximately US$9.2 million). R$25 million (US$4.9 million) additional consideration was settled with the issue of Class A common shares of the company on April 01, 2024. The weighted average impact of the issuance (approximately 273,000 shares) has been included in the basic earnings per share below for the year ended December 31, 2024.

Carried interest allocation

The Board of Directors approved the issuance of Class A common shares as settlement of the carried interest allocation to the value of US$10.3 million. The weighted average impact of the issuance (approximately 465,000 shares) has been included in the basic earnings per share for the year ended December 31, 2024.

CSHG transaction bonus

Management of the acquired CSHG funds was compensated through the issue of Class A common shares of the company as part of the acquisition transaction between Credit Suisse and the Group, upon the transfer of the acquired funds to the Group. The transfer of funds was completed on July 22, 2024, with 304,786 Class A common shares of the company issued on August 26, 2024. The weighted average impact of the issuance (approximately 136,000 shares) has been included in the basic earnings per share below for the year ended December 31, 2024.

Nexus business combination

On July 16, 2024, and August 26, 2024, the Group issued 903,988 and 245,355 Class A common shares of the Company, respectively, to the previous owners of Nexus as settlement of the purchase consideration. The weighted average impact of the issuance (approximately 531,000 shares) has been included in the basic earnings per share for the year ended December 31, 2024.

VBI call option exercised

On August 01, 2024, the Group exercised its option to acquire the remaining 50% interest in VBI. The option arrangement was put in place between the Group and the non-controlling interest of VBI upon the business combination that took place during July 2022. The option arrangement includes the acquisition of 50% common shares and the preferred stock from previous owners of VBI with the purchase consideration that includes an equity settlement of R$175.3 million (approximately US$28.3 million) that will be settled with Class A common shares of the company in two equal tranches during January 2025 and January 2026. Except for the passage of time, no vesting conditions are linked to the issue of the shares and as required by IAS33, the weighted average impact of approximately 981,000 shares has been included in the basic earnings per share below for the year ended December 31, 2024.

Patria Investments Limited F-64

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

Potential share transactions considered for diluted earnings per share

Share based incentive plans

The dilutive effect of the equity incentive programs is dependent on whether vesting conditions are deemed to be met on the reporting date. As of December 31, 2024, and December 31, 2023, the TSR performance conditions were not met. Equity incentive programs with vesting conditions could potentially dilute basic earnings per share in future.

The weighted average impact of share-based incentive plans without performance conditions (RSU shares) was included as part of calculated diluted earnings per share for the year ended December 31, 2024 (approximately 256,000 shares).

Igah

The impact from Igah Option arrangements to be settled in Class A common shares of the Company was excluded from the calculated diluted earnings per share as, according to IAS33, call options will always have an anti-dilutive effect.

CSHG deferred consideration – with vesting requirements

Key employees of the acquired CSHG funds will be compensated through the issue of Class A common shares of the Company as part of the business combination between the Group and Credit Suisse. The total future and outstanding compensation of approximately US$9.7 million is subject to a vesting period from 2026 until 2030. The weighted average number of potential shares to be issued in future, if vesting conditions are met, was included in the calculation of diluted earnings per share for the year ended December 31, 2024 (approximately 149,000 shares).

Moneda

On November 29, 2024, The Group and Moneda’s former partners agreed to postpone the second deferred payment that was due on December 01, 2024. On November 29, 2024, the potential for shares to be issued arose. The potential issue of shares will not be subject to any condition, therefore in terms of IAS33, the weighted impact of the potential issuance has been included in the diluted earnings per share below for the year ended December 31, 2024 (approximately 223,000 shares).

There are no further outstanding financial instruments or agreements convertible into potentially dilutive common shares for the year ended December 31, 2024.

	2024	2023	2022
Net income for the year attributable to the Owners of the Company	71,875	118,400	92,957
Basic weighted average number of shares	153,293,782	148,207,379	147,221,698
Basic earnings per thousand shares	0.46887	0.79888	0.63141
Diluted weighted average number of shares	153,921,883	148,679,965	147,226,334
Diluted earnings per thousand shares	0.46696	0.79634	0.63139

f.Cumulative Translation Adjustments

The Company translates the financial information of its subsidiaries from their functional currency to U.S. dollars, which is the Company’s and the Group’s presentation currency. The effects of the translation are accounted for and presented on Equity under the caption “Cumulative Translation Adjustments”.

Patria Investments Limited F-65

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

g.Non-controlling interests

As of December 31, 2024, the Group had five subsidiaries with non-controlling interests as per the table below.

		Equity			Income (Loss)
Non-controlling interest	Interest	2024	2023	2022	2024	2023	2022
VBI Real Estate	0.0%	—	(37,564)	(39,330)	1,842	2,128	1,147
Patria Asset Management	49.26%	17,076	16,417	—	733	287	—
Tria	33.33%	(7,523)	—	—	1,182	—	—
Patria Real Estate Latam*	1.10%	70	—	—	20	—	—
PEVC I General Partner IV*	42.92%	28	—	—	42	—	—
SH Manco Holding*	25.00%	203	—	—	(7)	—	—
		9,854	(21,147)	(39,330)	3,812	2,415	1,147

*In accordance with IFRS 12, the Group shall disclose financial information of subsidiaries where non-controlling interest is material to the Group. Due to low values attributable to the non-controlling interest in these subsidiaries, no additional information is disclosed in these consolidated financial statements.

Set below is summarized financial information for subsidiaries that have material non-controlling interests. The amounts disclosed are before inter-company eliminations.

Statement of Financial Position – 2024 and 2023

Summarized Statement of Financial Position	VBI Real Estate		Patria Asset Management		Tria
	December 31, 2024	December 31, 2023	December 31, 2024	December 31, 2023	December 31, 2024	December 31, 2023
Current assets	—	8,142	10,651	6,867	50,133	—
Current liabilities	—	(8,285)	(4,644)	(1,364)	(34,731)	—
Current net assets	—	(143)	6,007	5,503	15,402	—
Non-current assets	—	26,613	17,207	16,317	7,990	—
Non-current liabilities	—	(614)	(707)	(57)	(4,100)	—
Non-current net assets	—	25,999	16,500	16,260	3,890	—
Net assets	—	25,856	22,507	21,763	19,292	—

Patria Investments Limited F-66

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

Statement of profit or loss – 2024

Summarized Income Statement	VBI Real Estate	Allocated to NCI	Patria Asset Management	Allocated to NCI	Tria	Allocated to NCI
	For 7 months ended July 31, 2024*		For 12 months ended December 31, 2024		For 9 months ended December 31, 2024
	100.0%	50.00%	100.0%	49.26%	100.0%	33.33%
Net revenue from services	9,738	4,869	12,537	6,176	—	—
Amortization of intangible assets - NCI	—	(315)	—	(740)	—	—
Personnel expenses	(1,906)	(953)	(6,101)	(3,005)	(1,339)	(446)
Amortization of intangible assets	(668)	(334)	—	—	(29)	(10)
General and administrative expenses	(1,058)	(529)	(1,658)	(817)	(376)	(126)
Share of profits of associates	(356)	(178)	—	—	—	—
Other income/(expenses)	—	—	(23)	(11)	6,567	2,189
Net financial income/(expenses)	(276)	(138)	(98)	(49)	551	184
Income before income tax	5,474	2,422	4,657	1,554	5,374	1,791
Income taxes	(1,160)	(580)	(1,666)	(821)	(1,827)	(609)
Current	(1,420)	(710)	(2,175)	(1,072)	—	—
Deferred	260	130	509	251	(1,827)	(609)
Net income for the period	4,314	1,842	2,991	733	3,547	1,182

*    The non-controlling interest for VBI was derecognized on August 01, 2024, with non-controlling interest having no share remaining in VBI balances on December 31, 2024. The non-controlling interest of VBI shared in profits of VBI up to July 31, 2024.

Statement of profit or loss 2023

Summarized Income Statement	VBI Real Estate	Allocated to NCI	Patria Asset Management	Allocated to NCI
	For 12 months ended December 31, 2023		For 2 months ended December 31, 2023
	2023		2023
Net revenue from services	13,008	6,504	1,993	977
Personnel expenses	(3,070)	(1,535)	(742)	(364)
Amortization of intangible assets	(1,870)	(935)	—	—
General and administrative expenses	(1,892)	(946)	(179)	(88)
Share of profits of associates	(222)	(111)	—	—
Other income/(expenses)	(6)	(3)	(151)	(74)
Net financial income/(expenses)	(148)	(74)	(25)	(12)
Income before income tax	5,800	2,900	896	439
Income taxes	(1,544)	(772)	(310)	(152)
Current	(1,460)	(730)	(293)	(144)
Deferred	(84)	(42)	(17)	(8)
Net income for the period	4,256	2,128	586	287

Patria Investments Limited F-67

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

Reconciliation of the non-controlling interest balance for the years ended December 31, 2024, 2023 and 2022:

	VBI Real Estate	Patria Asset Management	Tria	Other (a)	Total
Balance on December 31, 2021	—	—	—	—	—
Recognized in business combination	13,729	—	—	—	13,729
Net income for the period	1,147	—	—	—	1,147
Gross obligation under put option	(55,490)	—	—	—	(55,490)
Cumulative translation adjustment	1,284	—	—	—	1,284
Balance on December 31, 2022	(39,330)	—	—	—	(39,330)
Recognized in business combination	—	15,147	—	—	15,147
Net income for the period	2,128	287	—	—	2,415
Dividends declared (b)	(3,663)	—	—	—	(3,663)
Capital contributions	4,743	—	—	—	4,743
Cumulative translation adjustment	(1,442)	983	—	—	(459)
Balance on December 31, 2023	(37,564)	16,417	—	—	(21,147)
Recognized in business combination	—	—	6,604	—	6,604
Net income for the period	1,842	733	1,182	55	3,812
Dividends declared (b)	(6,227)	(517)	—	—	(6,744)
Capital contributions	2,204	—	—	248	2,452
Gross obligation under put option	—	—	(17,117)	—	(17,117)
Derecognition of non-controlling interest	36,233	—	—	—	36,233
Cumulative translation adjustment	3,512	443	1,808	(2)	5,761
Balance on December 31, 2024	—	17,076	(7,523)	301	9,854

(a)Represents the non-controlling interest in Patria Real Estate Latam, PEVC I General Partner IV and SH Manco Holding.

(b)The dividends declared to non-controlling interests represent the share of the subsidiary’s profits that are distributed to the shareholders who hold the non-controlling interests. These dividends are accounted for as a decrease in equity attributable to non-controlling interests.

Gross obligation – non-controlling interest

The Tria business combination includes put option arrangements relating to the non-controlling interest as disclosed in note 21(d). The amounts payable under the option arrangements are recognized as financial instruments reflecting the present value of the expected gross obligation payable under the arrangements and form part of non-controlling interest in the consolidated statement of changes in equity. As of December 31, 2024, the gross obligations had a present value of US$ 14.0 million (December 31, 2023: US$ 81.6 million that related to VBI. The VBI call option was exercised on August 01, 2024, that resulted in the derecognition of the related gross obligation).

30Business combinations

The Group recognizes business combinations in terms of IFRS 3 – Business combinations. The following business combinations were completed during the years ended December 31, 2024, 2023 and 2022.

Year ended December 31, 2024

a.Tria

On April 02, 2024, the Group closed on a transaction acquiring 66.67% interest in Tria Comercializadora de Energia Ltda. The business combination is a joined effort between the Group and individuals within the energy sector establishing an energy trading company. The Group invested R$100 million (US$19.8 million) of capital for 66.67% of the company and at the same time granted 33.33% of capital to the energy sector individuals for no consideration.

Patria Investments Limited F-68

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

The goodwill from the business combination with Tria enables the Group to expand and complement its current infrastructure vertical by adding expertise from the energy sector in Brazil. The current arrangement of the goodwill recognized for the acquisition of Tria does not allow its tax deductibility under the Brazilian tax regulations. However, the Group is working with tax consultants to determine the options available to the Group, taking into consideration the necessary conditions and restructurings required for the goodwill to be utilized for tax purposes in future.

The acquired business contributed other income of US$6.6 million and net profit of US$3.5 million to the Group for the period from April 02, 2024, to December 31, 2024. The company has no previous operating history, therefore the impact on revenue, other financial income and net profit from the above transactions, had the acquisition taken place on January 1, 2024, is impractical to disclose. Acquistion-related costs, US$0.1 million, are included under other expenses in the Group's consolidated statement of profit or loss and in operating cash flows in the consolidated statement of cash flows for the year ended December 31, 2024.

Details of the purchase consideration paid, the net identifiable assets acquired, non-controlling interest and goodwill recognized are listed in the table below. The cash consideration is comprised of cash and accounts receivable paid by the Group for its investment in Tria. On a consolidated level there were no cash outflows for the Group.

b.GPMS

On April 26, 2024, the Group closed a transaction acquiring a private equity carve-out interest from Aberdeen Plc, a European global investment group. The newly acquired business, together with Patria’s existing global private markets vehicles, will form a new vertical – Global Private Markets Solutions (“GPMS”), with an aggregate Fee Earning AUM (“FEAUM”) of over $8.0 billion.

The goodwill from the carve-out business combination with Aberdeen Plc enables the Group to further develop its capabilities to serve clients using the new GPMS vertical as a gateway to private markets on a global scale. The goodwill is not deductible for tax purposes given the jurisdiction and specific tax regulations applicable to the acquiring company.

The acquired business contributed revenue of US$29.5 million and net profit of US$9.1 million to the Group for the period from April 26, 2024, to December 31, 2024. The estimated impact of revenue and net profit from the above transactions, had the acquisition taken place on January 1, 2024, was US$43.2 million and US$13.4 million, respectively. Acquisition-related costs, US$11.6 million, are included under other expenses in the Group’s consolidated statement of profit or loss and in operating cash flows in the consolidated statement of cash flows for the year ended December 31, 2024.

The purchase consideration includes a contingent consideration recognized at a fair value of GBP19.3 million (US$24.1 million). The settlement of the contingent consideration will take place between thirty-four and thirty-six months after the closing date and depends on GPMS achieving set revenue targets. The contingent consideration is capped at a maximin amount of GBP20.0 million (approximately US$25.1 million).

The condensed financial statements for quarters two and three for the year 2024 presented most assets and liabilities acquired in the business combination as part of other assets and other liabilities. On finalization of the purchase price allocation, assets and liabilities acquired were reallocated to the appropriate asset and liability categories. Details of the purchase consideration paid, the net identifiable assets acquired, and goodwill recognized are listed in the table below.

c.CSHG

On May 24, 2024, the Group closed on a transaction with Credit Suisse acquiring 100% of its Real Estate business in Brazil (“CSHG”) that includes seven REITS. The goodwill from the business combination will enable the Group to add additional scale to its existing Real Estate business and to solidifies its position as a leading independent manager of REITs in Brazil and Latin America. The current arrangement of the goodwill recognized for the acquisition of CSHG does not allow its tax deductibility under the Brazilian tax regulations. However, the Group is working with tax consultants to determine the options available to the Group, taking into consideration the necessary conditions and restructurings required for the goodwill to be utilized for tax purposes in future.

Patria Investments Limited F-69

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

The acquired business contributed revenue of US$12.4 million and net profit of US$10.5 million to the Group for the period from May 24, 2024, to December 31, 2024. The estimated impact of revenue and net profit from the above transactions, had the acquisition taken place on January 1, 2024, was US$18.8 million and US$15.6 million respectively. Acquisition-related costs, of US$6.6 million, are included under other expenses in the Group’s consolidated statement of profit or loss and in operating cash flows in the consolidated statement of cash flows for the year ended December 31, 2024.

On the date of the business combination, US$70.3 million of the purchase consideration remained payable and payment thereof was dependent on the transfer of funds from CSHG to the Group. All funds were transferred on July 22, 2024, and the cash consideration to the value of US$63.5 million was paid on December 9, 2024.

Details of the purchase consideration, the net identifiable assets acquired, and the goodwill are listed in the table below.

d.Nexus

On July 16, 2024, the Group completed a 100% acquisition of Nexus Capital, an independent alternative real estate asset manager in Colombia. The acquisition added approximately US$725 million to Patria’s Fee Earning AUM, including over US$680 million in Permanent Capital vehicles. The Permanent Capital vehicles will immediately be accretive to Patria’s Fee Related and Distributable Earnings supporting goodwill recognized on acquisition. The goodwill is not deductible for tax purposes given the jurisdiction and specific tax regulations applicable to the acquiring company.

The acquired business contributed revenue of US$2.1 million and net profit of US$0.8 million to the Group for the period from July 16, 2024, to December 31, 2024. The estimated impact of revenue and net profit from the above transactions, had the acquisition taken place on January 1, 2024, was US$4.6 million and US$1.7 million respectively. Acquisition-related costs, of US$0.7 million, are included under other expenses in the Group’s consolidated statement of profit or loss and in operating cash flows in the Consolidated Statement of Cash Flows for the year ended December 31, 2024.

The business combination with Nexus includes a contingent consideration recognized at a present value of COP 25 billion (US$6.4 million). The settlement of the contingent consideration is due by 2027 and is dependent on the business achieving set benchmark fees with no limit placed on the potential final contingent settlement.

Details of the purchase consideration, the net identifiable assets acquired, and the goodwill are listed in the table below.

Acquisition date fair value of each major class of identifiable assets and liabilities recognized
	66.67% Tria  April 02, 2024	GPMS carve-out April 26, 2024	100% Credit Suisse’s Real Estate business May 24, 2024	100% Nexus July 16, 2024
Total purchase consideration
Cash consideration paid (a)	19,811	73,772	58,243	—
Equity consideration paid	—	—	—	14,690
Consideration payable	—	37,551	70,338	—
Contingent consideration payable	—	24,087	—	6,358
Total consideration transferred	19,811	135,410	128,581	21,048
Non-controlling interest (b)	6,604	—	—	—
Total consideration	26,415	135,410	128,581	21,048

Patria Investments Limited F-70

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

Acquisition date fair value of each major class of identifiable assets and liabilities recognized
	66.67% Tria  April 02, 2024	GPMS carve-out April 26, 2024	100% Credit Suisse’s Real Estate business May 24, 2024	100% Nexus July 16, 2024
The assets and liabilities recognized because of the acquisition are as follows:
Cash and cash equivalents	9,906	19,506	—	345
Accounts receivable	9,905	1,751	—	491
Recoverable taxes	—	—	—	376
Short term investments	—	—	—	3
Property, plant and equipment	—	—	—	22
Other assets	—	48,127	—	2
Accounts payable	—	(226)	—	—
Personnel liabilities	—	(7,170)	(1,903)	(255)
Tax liabilities	—	—	—	(474)
Deferred tax asset / (liabilities)	—	24	—	(235)
Loans	—	—	—	(95)
Deferred consideration payable on acquisition	—	—	(4,368)	—
Other liabilities	—	(54,258)	—	(768)
Intangible assets: contractual rights	—	92,754	114,107	9,872
Non-compete	—	4,358	—	1,211
Net identifiable assets acquired	19,811	104,866	107,836	10,495
Total consideration less net identifiable assets acquired: Goodwill	6,604	30,544	20,745	10,553

(a)Purchase consideration – cash outflow for the year ending December 31, 2024, to acquire the subsidiary, net of cash acquired:

	66.67% Tria  April 02, 2024	GPMS carve-out April 26, 2024	100% Credit Suisse’s Real Estate business May 24, 2024	100% Nexus August 26, 2024	Total
Cash flow reconciliation
Cash consideration	19,811	73,772	58,243	—	151,826
Less: Cash acquired	(19,811)	(19,506)	—	(345)	(39,662)
Net outflow/(inflow) of cash - investing activities	—	54,266	58,243	(345)	112,164
Non-cash reconciliation
Total consideration	26,415	135,410	128,581	21,048	311,454
Less: Cash consideration paid	(19,811)	(73,772)	(58,243)	—	(151,826)
Less: Class A common share issued	—		—	(14,690)	(14,690)
Non-cash additions to the Group’s Statement of Financial Position	6,604	61,638	70,338	6,358	144,938

(b)The Group recognizes non-controlling interests in an acquired entity either at fair value or at the non-controlling interest’s proportionate share of the acquired entity’s net identifiable assets. The decision is made on an acquisition-by-acquisition basis. For the non-controlling interests in Tria, the Group elected to recognize the non-controlling interests at its proportionate share of the acquired net identifiable assets.

Patria Investments Limited F-71

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

Year ended December 31, 2023

a.Kamaroopin

On April 12, 2023, the Group closed on the transaction with the controlling shareholder of Kamaroopin to acquire the remaining 60% interest and enter a business combination with Kamaroopin. The acquisition date carrying value of the Group’s previously held equity interest in Kamaroopin was remeasured to fair value at the acquisition date resulting in a US$ 4.2 million gain recognized in profit or loss in other income (refer to note 26 for the 2023 financial year). The acquisition is structured as a combination of cash and equity consideration. Details of the purchase consideration, the net assets acquired, and the goodwill are listed below. The first tranche of the acquisition of Kamaroopin was signed on December 8, 2021, and closed on February 1, 2022, and the second tranche was signed on March 16, 2023, and closed on April 12, 2023. The second stage completed the acquisition of the remaining 60%. As a result, Patria currently owns 100% of Kamaroopin.

b.Patria Asset Management
(formerly Gestoría Externa de Portafolios S.A.)

On November 1, 2023, the Group closed on a transaction with Banca de Inversión Bancolombia S.A. Corporación Financiera (“Bancolombia”), a financial conglomerate in Colombia entering into an agreement for the Group to subscribe to acquiring 50.74 per cent of the controlling shareholding in accordance with IFRS 10 in a Colombian entity Gestoría Externa de Portafolios S.A. renamed to Patria Asset Management. Bancolombia remains as the non-controlling interest shareholder entering into a shareholders agreement relating to the new entity. Details of the purchase consideration, the net assets acquired, and the goodwill are listed below.

The assets and liabilities recognized because of the acquisition are as follows:
	100% Kamaroopin April 12, 2023	50.74% Patria Asset Management November 1, 2023
Total purchase consideration
Cash consideration paid (a)	2,024	4,787
Consideration payable	—	24,415
Contingent consideration payable	4,707	—
Equity consideration	10,130	—
Total consideration transferred	16,861	29,202
Non-controlling interest (b)	—	15,147
Fair value of equity interest previously held	11,132	—
Total consideration	27,993	44,349
The assets and liabilities recognized as a result of the acquisition are as follows:
Cash and cash equivalents	178	—
Net working capital	(101)	—
Intangible assets: contractual rights	—	30,911
Intangible assets: non-contractual customer relationships	10,560	—
Intangible assets: brands	868	—
Property and equipment	15	—
Net identifiable assets acquired	11,520	30,911
Total consideration less net identifiable assets acquired: Goodwill	16,473	13,438

(a)Purchase consideration – cash outflow for the year ending December 31, 2023, to acquire the subsidiary, net of cash acquired:

Patria Investments Limited F-72

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

Cash flow reconciliation	Kamaroopin	Patria Asset Management	Total
Cash consideration	2,024	4,787	6,811
Less: Cash acquired	(178)	—	(178)
Net outflow of cash -investing activities	1,846	4,787	6,633
Non-cash reconciliation
Total consideration	16,861	29,202	46,063
Less: Cash consideration paid	(2,024)	(4,787)	(6,811)
Less: Class A common share issued	(10,130)	—	(10,130)
Non-cash additions to the Group’s Statement of Financial Position	4,707	24,415	29,122

(b)The Group recognizes non-controlling interests in an acquired entity either at fair value or at the non-controlling interest’s proportionate share of the acquired entity’s net identifiable assets. The decision is made on an acquisition-by-acquisition basis. For the non-controlling interests in Patria Asset Management (“PAM”), the Group elected to recognize the non-controlling interests at its proportionate share of the acquired net identifiable assets.

Year ended December 31, 2022

(a)VBI

On July 1, 2022, the Group acquired control of VBI’s operations by acquiring 50% of the issued share capital of VBI, an alternative real estate asset manager in Brazil with operations across development and core real estate vehicles, to anchor its Brazil real estate platform. This transaction aligned the Group with highly specialized investment talent building valuable permanent capital.

Adjustments include an increase in purchase consideration related to preferred dividends payable by VBI to the previous controlling owners of VBI resulting in an increase to the fair value of goodwill in note 14 for the same amount. The preferred dividends were paid to provide compensation to the previous owners for the loss of their controlling interest in VBI.

(b)Igah

On November 30, 2022, the Company acquired 100% interest in a new subsidiary, Igah Partners LLC (“Igah Ventures”), a Brazilian based venture capital firm, 13.2% of PEVC I General Partner IV, Ltd. (“Igah IV”), and 100% of Igah Carry Holding Ltd, an entity for carried interest allocations (collectively referred to as “Igah”). The acquisition of these entities was accounted for as a linked transaction.

Igah’s business complements the Group’s existing private equity and growth equity strategies, which are focused on relatively mature companies, by adding investment expertise in startups and early-stage companies.

Patria Investments Limited F-73

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

The assets and liabilities recognized because of the acquisition are as follows:
	100% VBI July 1, 2022	100% Igah November 30, 2022
Total purchase consideration
Cash consideration paid (a)	10,815	8,116
Consideration payable	10,859	4,771
Contingent consideration payable	8,355	—
Preferred dividends payable	1,966	—
Option arrangements	(827)	10,339
Total consideration transferred	31,168	23,226
Non-controlling interest (b)	13,729	—
Fair value of equity interest previously held	—	—
Total consideration	44,897	23,226
The assets and liabilities recognized as a result of the acquisition are as follows:
Cash and cash equivalents	600	36
Accounts receivable	2,462	—
Net working capital	(2,587)	64
Intangible assets: non-contractual customer relationships	23,246	2,120
Intangible assets: brands	3,617	—
Property and equipment	539	—
Lease liability	(420)	—
Net identifiable assets acquired	27,457	2,220
Total consideration less net identifiable assets acquired: Goodwill	17,440	21,006

(a)Purchase consideration – cash outflow for the year ending December 31, 2022, to acquire the subsidiary, net of cash acquired:

Cash flow reconciliation	VBI	IGAH	Total
Cash consideration	10,815	8,116	18,931
Less: Cash acquired	(600)	(36)	(636)
Net outflow of cash -investing activities	10,215	8,080	18,295
Non-cash reconciliation
Total consideration	31,168	23,226	54,394
Less: Cash consideration paid	(10,815)	(8,116)	(18,931)
Non-cash additions to the Group’s Statement of Financial Position	20,353	15,110	35,463

(b)The Group recognizes non-controlling interests in an acquired entity either at fair value or at the non-controlling interest’s proportionate share of the acquired entity’s net identifiable assets. The decision is made on an acquisition-by-acquisition basis. For the non-controlling interests in VBI, the Group elected to recognize the non-controlling interests at its proportionate share of the acquired net identifiable assets.

Patria Investments Limited F-74

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

31Financial instruments

a.Financial instruments by categories

The Group classifies its financial instruments into the categories below:

	Fair value Level	December 31, 2024	December 31, 2023
Financial assets
Financial assets at amortized cost
Accounts receivable		221,202	138,760
Cash and cash equivalents		33,418	16,050
Client funds on deposit		18,704	17,055
Project advances		7,577	19,586
Deposit/guarantee on lease agreement		2,247	2,012
Financial assets at fair value through profit or loss
Short term investments	1	4,956	17,164
Investments held in trust account	2	54,053	187,356
Accounts receivable - Lavoro	1	12,332	3,503
Long-term investments - Lavoro	1	11,337	20,166
Long-term investments	2	17,354	9,945
Long-term investments - Patria Growth Capital Fund I Fundo de Investimento em Participações Multiestratégia	3	—	18,707
Long-term investments – KMP Growth Fund II	2	20,525	8,917
Other financial assets – The One Real Estate Investment Fund call options	2	—	310
Other financial assets – Call options	3	3,578	2,896
Other financial assets – Energy trading contracts	2	25,169	—
Financial liabilities
Financial liabilities at amortized cost
Commitment subject to possible redemption		54,053	187,356
Gross obligation under put option		18,258	92,926
Loans		227,971	—
Client funds payable		18,704	17,055
Lease liabilities		22,438	15,836
Consideration payable on acquisition		184,597	35,029
Suppliers		41,788	4,808
Financial liabilities at fair value through profit or loss
Other financial liabilities – Warrants	3	6,143	321
Other financial liabilities – Energy trading contracts	2	17,686	—
Contingent consideration payable on acquisition	3	38,628	18,201

b.Financial instruments measured at fair value

The fair value measurement methodologies are classified according to the following hierarchical levels:

•Level 1: measurement based on quotations of identical financial instruments, traded in an active market, without any adjustments;

•Level 2: valuation techniques based on observable inputs. This category covers financial instruments that are valued using: (i) quotations of similar financial instruments, traded in an active market; (ii) quotations of identical or similar financial instruments, traded in a fairly inactive market; and (iii) other valuation techniques in which all significant inputs are directly or indirectly observable in market input;

Patria Investments Limited F-75

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

•Level 3: valuation techniques based on unobservable inputs. This category covers all financial instruments whose valuation techniques are based on inputs not observable in market inputs when such inputs have a significant impact on the measurement of their fair values. This category includes financial instruments that are valued based on quotations of similar financial instruments that, however, require adjustments and assumptions to ensure that their fair values reflect the differences among them.

Refer to table above for fair value measurement methodologies (“Fair value level”) applied to financial assets and financial liabilities measured at fair value.

Transfers

Transfers into and out of fair value hierarchy levels are analyzed at the end of each consolidated financial statement reporting period. A transfer into Level 3 would be deemed to occur where there is a change in liquidity or other inputs used in the valuation of the financial instrument.

As of and for the year ended December 31, 2024, the Group had the transfers below between Levels 1, 2 and 3.

Transfer from Level 1 to Level 3 fair value measurement

As of November 15, 2024, the Warrants were transferred from Level 1 to Level 3. On September 30, 2024, the fair value of the Warrants issued in connection with the IPO of PLAO was measured using the listed market price of such warrants, a Level 1 measurement. The warrants were delisted on November 15, 2024, and from December 31, 2024, fair value is measured using a Monte Carlo simulation. The Monte Carlo simulation arrived at a liability of US$ 6.1 million with an adjustment of US$ 5.8 million recognized in the consolidated statement of profit or loss for the year ended December 31, 2024 (refer to note 27).

Transfer from Level 3 to Level 2 fair value measurement

As of December 31, 2024, the long-term investment – KMP Growth Fund II was transferred from Level 3 to Level 2. The valuation methodology changed from the previously used discounted cash flow to adjust the valuation to be in line with the capital account statements received from the fund administrator. The level 2 allocation is consistent with the level allocation of other long-term investments held by the Group.

There were no transfers between Levels 1, 2 and 3 for fair value measurements during year ended December 31, 2023.

Unobservable inputs

The following analysis illustrates valuation techniques, unobservable inputs used to value Level 3 financial instruments and the sensitivity to reasonable changes in the most significant underlying variables used in measurement.

Description		Note	Valuation technique	Unobservable inputs	Range of unobservable inputs	Sensitivity	Financial impact*
Other financial instruments	Tria call option	21 (c)	Monte Carlo simulation	Average EBITDA	Risk neutral EBITDA with Standard deviation of 38.8%	10% change	US$ 0.1 million
Consideration payable on acquisition	Contingent consideration payable on acquisition – Kamaroopin	21 (b)	Discounted cash flow	Discount rate Projected fundraising activity	16.2%	100 basis points	US$ 0.1 million
Consideration payable on acquisition	Contingent consideration payable on acquisition – GPMS	21 (b)	Discounted cash flow	Discount rate Projected revenue targets	4.9%	100 basis points	US$ 0.1 million
Consideration payable on acquisition	Contingent consideration payable on acquisition – Nexus	21 (b)	Discounted cash flow	Discount rate Achieving benchmark fees	6.8%	100 basis points	US$ 0.1 million
Other financial instruments	Warrant liability	12 (c)	Monte Carlo simulation	Business combination probability	1.0% to 10.0%	1.0% 10.0%	US$ 1.0 million US$ 1.3 million

Patria Investments Limited F-76

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

The fair value is calculated based on the underlying investment’s cash flows discounted using an unobservable discount rate range and cash flows inputs. The change in fair value of the Level 3 investment is presented in the accompanying Consolidated Statement of Profit or loss in net financial income or expenses as unrealized gains/(losses) on long-term investments.

Other financial instruments

(i)The Tria Call Option was valued using a Monte Carlo simulation, which is a Level 3 fair value measurement. The expected life of the Tria Option arrangements is in accordance with the timeline disclosed in note 12(c) with an estimated Earnings Before Interest, Taxation, Depreciation and Amortization (EBITDA) as the unobservable input. The derivative was recorded as a financial asset in the Group’s Consolidated Statement of Financial Position with the impact from this transaction presented in notes 12(c) and 27(a).

(ii)The PLAO public warrants were valued using a Monte Carlo simulation until Class A ordinary shares and warrants began trading separately on May 4, 2022. From May 4, 2022, through September 30, 2024, the PLAO warrants have been measured using the listed market price. In the fourth quarter of the 2024 financial year, the PLAO public warrants ceased trading on Nasdaq as they did not meet the continued listing requirement of Nasdaq. As of December 31, 2024, the warrants were valued using a Monte Carlo simulation which is a Level 3 fair value measurement.

Contingent consideration payable on acquisition

(i)Kamaroopin business combination

    The Group is required to make contingent payments, subject to the acquired entity achieving certain fundraising objectives per the terms of the purchase agreement (earn-out range between US$4.0 million and US$10.1 million). The contingent consideration payment (payable in BRL) had a fair value of US$4.7 million and US$7.2 million on acquisition date and December 31, 2024, respectively. The fair value was estimated on acquisition date by projecting future fundraising activity within a 30 month period from acquisition date to estimate the undiscounted contingent consideration payable in accordance with a predetermined range of payments that is based on the level of fundraising and applying a discount rate range to determine the fair value of contingent consideration to be settled in the Company’s Class A common shares by March 2027.

(ii)GPMS business combination

    The Group is required to make a contingent payment, subject to the acquired Aberdeen carve-out funds achieving set revenue targets per the terms of the purchase agreement with a GBP20.0 million cap plus interest on the potential earn-out settlement. The contingent consideration payment (payable in GBP) had a fair value of US$24.1 million and US$25.3 million on acquisition date and December 31, 2024. The fair value was estimated on the acquisition date by projecting revenue target over thirty-four-month period from the acquisition date with the maximum outcome of GBP20.0 million plus interest as potential settlement. The potential earn-out was calculated using unobservable revenue targets and discount rate as inputs to estimate the fair value at the acquisition date. The earn-out is expected to be settled by April 2027.

(iii)Nexus business combination

    The Group is required to make a contingent payment, subject to the acquired entity achieving set benchmark fees per the terms of the purchase agreement with no cap on the potential earn-out settlement. The contingent consideration payment (payable in COP) had a fair value of US$6.4 million and US$6.1 million on acquisition date and December 31, 2024, respectively. The potential earn-out was calculated using unobservable benchmark fees and discount rate as inputs to estimate the fair value at the acquisition date. The earn-out is expected to be settled by 2027.

Patria Investments Limited F-77

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

The following table presents a reconciliation of financial instruments measured at fair value on a recurring basis using significant unobservable inputs (Level 3) as of December 31, 2024, and December 31, 2023:

	Contingent considerations payable (a)	Long term investments at fair value through profit or loss (b)	PLAO Warrant liability	Call options (c)
Fair value of Level 3 financial instruments on December 31, 2022	21,963	24,240	—	6,322
Cumulative translation adjustment	953	—	—	505
Additions	4,707	—	—	—
Changes in fair value *	(9,422)	3,384	—	(3,931)
Fair value of Level 3 financial instruments on December 31, 2023	18,201	27,624	—	2,896
Cumulative translation adjustment	(2,775)	—	—	(393)
Additions	30,445	—	—	791
Derecognition / settlements - VBI	(10,118)	—	—	(2,522)
Transfer from level 1 to level 3	—	—	470	—
Transfer from level 3 to level 2	—	(27,624)	—	—
Change in fair value *	2,874	—	5,673	2,806
Fair value of Level 3 financial instruments on December 31, 2024	38,627	—	6,143	3,578

* Changes in fair value include impact from price risk and/or foreign exchange rate risk

(a)Include contingent consideration payable to sellers of VBI, Kamaroopin, Nexus and GPMS (refer note 21 (b)). The VBI contingent consideration was settled on August 01,2024, with the exercise of the call option.

(b)Relates to investments in Patria Growth Capital Fund I Fundo de Investimento em Participações Multiestratégia, and KMP Growth Fund II (refer note 12(b)).

(c)Include VBI and Tria Call option to purchase remaining non-controlling interest and other purchased options (refer note 21(d)). The VBI call option was exercised on August 01, 2024.

c.Financial instruments measured at amortized costs

As of December 31, 2024, and December 31, 2023, the recognized values of financial instruments measured at amortized cost correspond approximately to their fair values. Financial instruments are initially recognized at the present value of the future settlement value and subsequently adjusted for the time value of money where the future expected settlement value is significantly different from the present value. Time value of money is accounted for on loans, gross obligation under put options, consideration payable on acquisitions and lease liabilities. The remainder of financial instruments are considered short-term in nature and the current recognized value approximates its’ fair value.

d.Risk management

The Group is exposed to the following risks arising from the use of financial instruments:

(i)Credit risk

(ii)Liquidity risk

(iii)Market risk

The Group determines concentrations of risk by assessing the nature, extent, and impact of risks in its investment portfolio. This assessment considers a range of factors that are relevant to its investment strategy and objectives, including geographic concentration, industry concentration, counterparty risk, market risk, and liquidity risk.

Patria Investments Limited F-78

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

To manage concentrations of risk, the Group uses various risk management strategies, including diversification, hedging, and monitoring of counterparty credit risk. The Group also regularly reports on its risk management activities and the effectiveness of its risk management policies and procedures to its audit committee and board of directors.

While the Group uses quantitative measures, such as percentages of its portfolio invested in particular regions or industries, to help determine concentrations of risk, it also uses its judgment and experience in assessing the overall impact of concentrations of risk on its investment portfolio and making informed investment decisions.

i.Credit risk

Credit risk is the possibility of incurring a financial loss if a client or a counterpart in a financial instrument fails to perform its contractual obligations.

The Group has low exposure to credit risk because its customer base is formed by investors in each investment fund. These investors are required to comply with the capital calls to repay related investment fund expenses. If capital calls are not complied with, the participation of that investor is diluted among the remaining investors of the investment fund. In addition, management fees could be settled by the sale of the underlying investments kept by the investment funds. The cash and short-term investments are maintained in large banks with high credit ratings.

Furthermore, accounts receivable balances as of December 31, 2024, and December 31, 2023, consist of management fees, performance fees of investment funds, advisory fees and reimbursement of expenses to be received from investees of such investment funds.

The amounts receivable and project advances as of December 31, 2024, are expected to be received as demonstrated below:

	Overdue					Due in
	Less than 90 days	91 to 180 days	181 to 270 days	271 to 360 days	Over 360 days	01 to 90 days	91 to 180 days	181 to 270 days	271 to 360 days	Over 360 days	Total
Accounts Receivable (a)	2,992	3,269	337	1,705	2,842	135,980	3,694	104	66,209	16,402	233,534
Project Advances	—	—	—	—	—	2,181	1,883	934	2,579	—	7,577
Total	2,992	3,269	337	1,705	2,842	138,161	5,577	1,038	68,788	16,402	241,111

(a)The balances include US$65.6 million postponed collections of management fees. The postponed balance relates largely to PBPE VI LP. (“PBPE Fund IV”) and Alpha Co-Investment Fund. Renegotiations and postponement of these collections commenced in prior periods and the management fees were recognized as receivable in prior years (refer to note 8).

    The accounts receivable due in 01 to 90 days also include US$59.7 million performance fees for Patria Infrastructure Fund III that was received on February 28, 2025 (refer to note 8).

Patria Investments Limited F-79

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

The amounts receivable and project advances as of December 31, 2023, are expected to be received as demonstrated below:

	Overdue					Due in
	Less than 90 days	91 to 180 days	181 to 270 days	271 to 360 days	Over 360 days	01 to 90 days	91 to 180 days	181 to 270 days	271 to 360 days	Over 360 days	Total
Accounts Receivable	94,811	4,502	235	822	732	24,180	1,941	140	—	14,900	142,263
Project Advances	—	—	—	—	—	5,729	10,621	1,143	121	1,972	19,586
Total	94,811	4,502	235	822	732	29,909	12,562	1,283	121	16,872	161,849

ii.Liquidity Risk

Liquidity risk is the possibility that an entity will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial assets which might affect the Group’s payment ability, taking into consideration the different currencies and settlement terms of its financial assets and financial liabilities.

The Group performs the financial management of its cash and cash equivalents and short-term investments, keeping them available for paying its obligations and reducing its exposure to liquidity risk. In addition, the Group has the option for certain financial instruments to be settled either in cash or through its own equity instruments, Class A common shares.

Expected future payments reflect undiscounted future cash outflows to settle financial liabilities as of December 31, 2024, which are shown below.

	Expected liabilities to be paid in
	01 to 60 days	61 to 120 days	121 to 180 days	181 to 360 days	Over 360 days	Total
Suppliers	41,788	—	—	—	—	41,788
Lease payments	897	954	1,054	3,125	26,102	32,132
Loans (a)	6,108	27,429	2,489	57,252	172,301	265,579
Consideration payable on acquisition	24,087	—	—	28,768	88,523	141,378
Contingent consideration payable on acquisition	—	—	—	—	32,455	32,455
Commitment subject to possible redemption (b)	—	—	54,053	—	—	54,053
Gross obligation under put option	—	—	—	—	40,988	40,988
Financial liabilities – energy trading contracts (c)	5,589	3,646	2,768	4,488	1,253	17,744
Client funds payable (d)	18,704	—	—	—	—	18,704
Total	97,173	32,029	60,364	93,633	361,622	644,821

Expected future payments for financial liabilities as of December 31, 2023, are shown below.

Patria Investments Limited F-80

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

	Expected liabilities to be paid in
	01 to 60 days	61 to 120 days	121 to 180 days	181 to 360 days	Over 360 days	Total
Suppliers	4,808	—	—	—	—	4,808
Leases	816	680	691	2,110	15,285	19,582
Carried interest allocation	—	—	—	9,352	22,577	31,929
Consideration payable on acquisition	834	684	1,704	7,155	24,652	35,029
Contingent consideration payable on acquisition	—	—	—	—	20,376	20,376
Commitment subject to possible redemption (b)	—	—	187,356	—	—	187,356
Gross obligation under put option	—	—	—	86,944	14,665	101,609
Derivative financial instruments	—	—	—	—	—	—
Client funds payable (d)	17,055	—	—	—	—	17,055
Total	23,513	1,364	189,751	105,561	97,555	417,744

(a)Interest on the revolving credit facility is expected to be settled quarterly whereas interest on term loans is settled bi-annually. Principal values are expected to be settled on maturity.

(b)Future redemptions to be settled with proceeds held in SPAC’s trust account.

(c)The Group has an equivalent of US$25 million in energy contract financial assets which decreases the liquidity risk as the energy trading contracts are settled simultaneously – refer to note 12(c) for the aging of financial assets and liabilities on energy trading contracts.

(d)Settled with proceeds held in Client funds on deposit account (refer note 7).

iii.Market risk

Market risk is defined as the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices, such as interest rate, foreign exchange rate, and security prices. The Group’s policy is to minimize its exposure to market risk.

The marketable securities as of December 31, 2024, and December 31, 2023, consist primarily of mutual fund money markets which reduce the Group’s exposure to market risk and investment funds whose portfolios, dependent on the investment strategy, are composed of product lines as discussed under Segment information (note 3). To manage its price risk arising from investment funds, the Group diversifies its portfolio. Diversification of the portfolio is done in accordance with the limits set by the Group.

Security price risk:

Long-term investments made by the Group represent investments in investment fund products where fair value is derived from the reported Net Asset Values (“NAV”) for each investment fund, which in turn are based upon the value of the underlying assets held within each of the investment fund products and the anticipated redemption horizon of the investment fund product. Investment fund products expose the Group to market risk and therefore this process is subject to limits consistent with the Group’s risk appetite. To manage its price risk arising from investments in securities, the Group diversifies its portfolio. Diversification of the portfolio is done in accordance with the limits set by the Group.

A 10% (2023: 10%) increase in the price of Level 1 and Level 2 long-term investments, with other variables held constant, would have increased the net profit before tax by US$4.9 million (2023: US$3.0 million). A 10% decrease in the price would have had the equal but opposite effect.

Patria Investments Limited F-81

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

Foreign exchange risk

Foreign exchange risk results from a possible change in foreign exchange rates that would affect the finance income or expenses, and the assets or liability balances of contracts indexed to a foreign currency. The Group measures its foreign exchange exposure by subtracting its non-US dollar currencies liabilities from its respective denominated assets, thus obtaining its net foreign exchange exposure and the amount affected by exchange fluctuations.

Sensitivity analysis

Interest rate sensitivity

The sensitivity analyses have been determined based on the exposure for floating rate loans at the reporting date. The analysis is prepared assuming the amount of loans outstanding at the reporting date will be outstanding until maturity.

	Net risk Position	Sensitivity to 100bps Increase	Sensitivity to 100bps decrease
Sensitivity of net profit or loss before tax	36,061	(4,911)	4,911

No interest rate sensitivity was performed for December 31, 2023, as no interest-bearing liabilities were outstanding at the time.

*Refer to note 16 in these consolidated financial statements for the loans outstanding as well as the maturity date of each loan.

Currency risk

The sensitivity analysis was based on financial assets and financial liabilities exposed to currency fluctuations against the US dollar, as demonstrated below:

As of December 31, 2024	Balance in each exposure currency						Total Balance USD	Exchange Variation impact considering 10% change in the year end rates.
	BRL(a)	HKD (b)	CLP (c)	COP (d)	GBP (e)	USD
Cash and cash equivalents	16,381	8,165	5,801,886	38,227,167	8,711	4,298	33,418	2,912
Short term investments	9,015	—	1,211,133	595	—	56,336	59,009	267
Client funds on deposit	—	—	18,612,153	—	—	—	18,704	1,870
Accounts receivable	280,434	1	10,655,062	11,129,539	12,122	159,818	233,534	7,371
Projects Advance	15,075	—	957,783	1,659,138	413	3,288	7,577	431
Deposit/guarantee on lease agreement	88	240	1,187,614	149,008	514	331	2,247	192
Long-term investments	6,540	—	575,532	7,891,367	118	45,643	49,216	357
Client funds payable	—	—	(18,612,153)	—	—	—	(18,704)	(1,870)
Lease liabilities	(37,170)	—	(3,639,862)	(5,710,950)	(4,358)	(6,020)	(22,438)	(1,642)
Suppliers	(127,861)	(261)	(2,133,015)	(4,788,674)	(4,749)	(11,923)	(41,788)	(2,986)
Other financial assets	178,011	—	—	—	—	—	28,747	2,875
Other financial liabilities	(109,517)	—	—	—	—	(6,143)	(23,829)	(1,769)
Loans	—	—	100	341,037	—	227,894	227,971	8
Commitment subject to possible redemption	—	—	—	—	—	(54,053)	(54,053)	—
Gross obligation under put option	97,561	—	—	—	—	2,503	18,258	1,576
Consideration payable on acquisition	(443,089)	—	—	(121,147,698)	(45,319)	(28,747)	(184,597)	(15,585)
Contingent consideration payable on acquisition	(44,673)	—	—	(26,817,201)	(20,206)	—	(38,627)	(3,863)
Net Impact								(9,856)

Patria Investments Limited F-82

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

As of December 31, 2023:	Balance in each exposure currency						Total Balance USD	Exchange Variation impact considering 10% change in the year end rates.
	BRL(a)	HKD (b)	CLP (c)	COP (d)	GBP (e)	USD
Cash and cash equivalents	7,828	6,491	5,124,224	21,188,621	597	1,558	16,050	1,449
Short term investments	17,204	—	2,308,439	—	—	198,336	204,510	617
Client funds on deposit	—	—	15,027,219	—	—	—	17,055	1,706
Accounts receivable	108,120	38	7,874,868	4,385,717	202	109,599	142,263	3,266
Projects Advance	32,354	—	421,629	1,604,583		12,010	19,586	757
Deposit/guarantee on lease agreement	—	240	1,135,217	149,008	—	427	2,012	160
Long-term investments	3,552	—	213,015	—	180	56,609	57,735	112
Client funds payable	—	—	15,027,219	—	118	—	17,055	(1,706)
Suppliers	(6,285)	244	2,001,294	2,626,609	—	2,865	4,808	(195)
Derivative financial instruments - Assets	15,521	—	—	—	205	—	3,206	320
Derivative financial instruments - Liability	—	—	—	—	—	321	321	—
Commitment subject to possible redemption	—	—	—	—	—	187,356	187,356	—
Gross obligation under put option	395,261	—	—	—	—	—	92,926	3,118
Carried interest allocation	11,854	—	—	—	—	29,481	31,929	(245)
Contingent consideration payable on acquisition	38,773	—	—	—	—	1,020	35,029	(3,401)
Contingent consideration payable on acquisition	88,116	—	—	—	—	—	18,201	(1,820)
Net Impact								4,138

(a)BRL - Brazilian Real, (b) HKD - Hong Kong dollar, (c) CLP - Chilean Peso, (d) COP - Colombian Peso, (e) GBP - Pound Sterling

32Related parties

a.Key management compensation

The amounts paid to directors and officers for their roles as executives for the years ended December 31, 2024, 2023 and 2022 included in “Personnel expenses” are shown below:

	For the years ended December 31,
	2024	2023	2022
Key management compensation	(7,397)	(6,971)	(5,705)

For the year ended December 31, 2024, the Group has accrued US$ 13.2 million (2023: US$ 8.1 million) as bonuses payable to key management. At the end of February 2025, the Group settled the bonuses payable in the form of cash and equity, paying US$6.9 million in cash and US$6.7 million in Class A common shares of the Company.

The Group also accrued US$ 0.8 million (2023: US$ 2.9 million) as a Strategic Bonus payable to key management as described in note 15(b).

The accruals for key management and strategic bonuses provided for are included in “Personnel expenses”.

b.Deferred consideration

As described in note 21(b), deferred consideration is payable to the management of Moneda and CSHG. The deferred consideration payable to Moneda management was finalized and paid for by issuing 2,423,546 Class A common shares on January 31, 2025.

c.Long-term investments

As described in notes 12(b), the Group purchased shares on behalf of PBPE General Partner V, Ltd.’s investment fund Private Equity Fund V (PE V) in Lavoro Agro Limited (“Lavoro”) for approximately $8.2 million. Lavoro was a private equity investment of PE V prior to going public and entering into a business combination (closed February 28, 2023) with an independent SPAC entity, formerly known as TPB Acquisition Corporation I.

Patria Investments Limited F-83

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

d.Carried interest allocation

As described in note 23(b), up to 35% of the performance fee receivable from certain of the Group’s investment funds are payable to the Group’s employees.

e.Share based incentive plan

As described in note 29(d), the Company has share based incentive plans to provide long-term incentives to certain employees, directors, and other eligible participants in exchange for their services.

f.Lease commitments

Note 21(a) details lease payments made for various office premises and include the following leases with related parties

i.Moneda has a related party entity that was excluded from the Moneda acquisition. As a result, a lease contract was entered into by MAM I and MCB in 2021 and MAGF in 2022 with their related party entity Moneda III SpA (beneficially owned by Moneda’s former partners).

ii.PLATAM leases office space in Brazil from Gestão e Transformação Infraestrutura, a service provider to portfolio companies managed by the Group.

iii.Patria Asset Management leases office space in Medelin, Colombia, from Fondo Inmobiliario Colombia, a fund managed by the Group.

The impact of the abovementioned leases on the consolidated statement of financial position and consolidated statement of profit or loss were as follows:

Consolidated Statement of Financial Position

Related party lease - Santiago	2024	2023	2022
Lease liabilities (current)	803	520	502
Lease liabilities (non-current)	2,854	2,604	3,078

Related party lease - Gestão e Transformação Infraestrutura
Lease liabilities (current)	260	—	—
Lease liabilities (non-current)	1,203	—	—

Related party lease - Fondo Inmobiliario Colombia
Lease liabilities (current)	48	—	—
Lease liabilities (non-current)	707	—	—

Consolidated Statement of Profit & Loss

Related party lease - Santiago	2024	2023	2022
Principal paid	844	538	425
Depreciation of right-of-use assets	785	551	481
Interest on lease liabilities	94	79	73

Related party lease - Gestão e Transformação Infraestrutura
Principal paid	249	—	—
Interest on lease liabilities	122	—	—

Related party lease - Fondo Inmobiliario Colombia
Principal paid	102	—	—
Depreciation of right-of-use assets	48	—	—
Interest on lease liabilities	94	—	—

Patria Investments Limited F-84

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

g.SPAC

Refer to notes 5(f) and 21(c) for related party transaction with the SPAC.

h.Tria option arrangements

Four directors of Tria hold a 33.33% share of the previously mentioned company. The option arrangements provide the Group with the option to acquire the remaining 33.33% share in the company from these individuals – refer to note 21(d)(iii).

i.Igah option arrangements

Three directors of PILTDA hold a 57.08% share in Igah GP IV. The option arrangements provide the Group with the option to acquire the remaining 57.08% share in the company from these individuals – refer to note 21(d)(ii).

33Events after the reporting period

Acquisition payables

On January 17, 2025, the Group issued 1,246,846 Class A common shares of the company (approximately US$ 14.5 million) to the previous owners of VBI as part settlement of the call option equity consideration payable – refer to note 21(b)(v).

On January 29, 2025, the Group agreed with the previous shareholders of Moneda to settle the outstanding deferred consideration as disclosed under note 21(b)(i) in Class A common shares of the Company. The Group issued 2,423,546 shares on January 31, 2025, settling the outstanding acquisition payable of US$28.7 million.

On February 06, 2025, and as agreed in the share purchase agreement with Aberdeen Inc, the Group paid GBP17 million (approximately US$ 21 million) to the previous owners of GPMS as cash settlement of the net working capital position on the acquisition date.

Bonus share scheme

During February 2025, the Group issued 803,627 Class A common shares of the Company with a value of US$ 9.5 million net of taxes as settlement of the bonus share scheme in place with senior employees of the Group – refer to note 29(d).

Patria Latin American Opportunity Acquisition Corp (“PLAO”)

On March 10, 2025, PLAO received a written notice from the Listing Qualifications Department of Nasdaq indicating that its securities would be subject to suspension and delisting from The Nasdaq Global Market at the opening of business on March 17, 2025, due to non-compliance with IM-5101-2, which requires PLAO to complete a business combination within 36 months of the effectiveness of its IPO registration statement. Nasdaq informed PLAO that a Form 25-NSE will be filed with the SEC, which will remove PLAO’s securities from listing and registration on The Nasdaq Stock Market. Accordingly, the PLAO security is no longer listed on Nasdaq.

During the fourth quarter of 2024, the public warrants in connection with PLAO’s IPO were delisted from The Nasdaq Global Market at the opening of business on November 18, 2024, due to PLAO’s non-compliance with certain Nasdaq Listing Rules.

Patria Investments Limited F-85

Notes to the consolidated financial statements

As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

(Amounts in thousands of United States dollars - US$, except where otherwise stated)

Dividends

A cash dividend of US$ 0.15 per share for the quarter ended December 31, 2024, was declared by the Board to record holders of common stock at the close of business on February 25, 2025. The dividends of US$ 23.6 million in aggregate were paid on March 17, 2025.

After December 31, 2024, and up until the date of authorization for issuance of the audited consolidated financial statements, there were no further significant events that occurred after the reporting period for disclosure.

* * *

Eduardo Tomazelli

Group Chief Accounting Officer

Ana Cristina Russo

Group Chief Financial Officer

Alexandre T. A. Saigh

Group Chief Executive Officer

Patria Investments Limited F-86