UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OFFOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16
OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of August 2025 

Commission File Number: 001-39911

 

Patria Investments Limited

(Exact name of registrant as specified in itscharter)

 

18 Forum Lane, 3rd floor, 

Camana Bay, PO Box 757, KY1-9006 

Grand Cayman, Cayman Islands 

+1 345 640 4900

(Address of principal executive office)

 

Indicate by check mark whether the registrantfiles or will file annual reports under cover of Form 20-F or Form 40-F:

 

Form 20-F

X

  Form 40-F  

 

 

 

TABLE OF CONTENTS

 

Exhibit No. Description
   
99.1 Notice of 2025 Annual General Meeting of Shareholders
99.2 Proxy Statement
99.3 Form of Proxy Card

    

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934,the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  Patria Investments Limited
   
   
  By: /s/ Ana Cristina Russo
    Name: Ana Cristina Russo
    Title: Chief Financial Officer

Date: August 20, 2025

 

 

 

 

 

 

 

 

Exhibit 99.1

 

 

Patria Investments Limited

 

(the “Company”)

 

NOTICE OF ANNUAL GENERAL MEETING OF THE COMPANY

 

 

 

NOTICE IS HEREBY GIVEN that an Annual GeneralMeeting of the Company (the “AGM”) will be held virtually and at the offices of Patria Investments Limited locatedat 60 Nexus Way, Camana Bay, 4th Floor, KY1-9006, Grand Cayman, Cayman Islands on September 10, 2025 at 2:30 p.m. (Eastern Time).

 

The AGM will be held in accordance with CaymanIslands law and the amended and restated memorandum and articles of association of the Company and in a virtual form. You will be ableto attend the AGM online by visiting https://meetnow.global/MQRAMLT. You also will be able to vote your shares online by attending theAGM by webcast. To participate in the AGM, you will need to review the information included on proxy or in the instructions that accompaniedyour proxy materials. The details of how to participate virtually at the AGM are also set out in the accompanying proxy card.

 

The AGM will be held for the purpose of consideringand, if thought fit, passing and approving the following resolutions:

 

1RESOLVED, as an ordinary resolution, that the Company’s financialstatements and the auditor's report for the fiscal year ended 31 December 2024, which have been made available to the Shareholders forthe purpose of the AGM be approved and ratified; and

 

2RESOLVED, as an ordinary resolution, that Daniel Rizardi Sorrentinobe appointed as a member of the Board of Directors of the Company, to serve on the Board until the earlier of his vacating office or removalfrom office as a director in accordance with the Amended and Restated Memorandum and Articles of Association of the Company.

 

Daniel Rizardi Sorrentino’s profile is includedin the Schedule to this notice.

 

The Board of Directors of the Company (the “Board”)has fixed the close of business (Eastern Time) on August 12, 2025 as the record date (the “Record Date”) for determiningthe shareholders of the Company entitled to receive notice of the AGM or any adjournment thereof. The holders of record of the Class Acommon shares and the Class B common shares of the Company as of the close of business (Eastern Time) on the Record Date are entitledto receive notice of and attend the AGM and any adjournment thereof. The Board recommends that shareholders of the Company vote “FOR”the resolutions at the AGM. Your vote is very important to the Company.

 

Please refer to the proxy card which is attachedto this notice. The proxy statement and the proxy card are also available for viewing on the shareholders section of our website at https://ir.patria.com/financials-filings/sec-filingsand on the SEC’s website at https://www.sec.gov.

 

Your vote is important. If you do not planto attend the AGM either in person or virtually then you are urged to complete, sign, date and return the accompanying proxy card to us,in accordance with the instructions set out therein, as promptly as possible and in any case by no later than 11:59 p.m., Eastern time,on September 9, 2025 to ensure your representation at the AGM.

 

The Company’s Annual Report on Form 20-Ffor the fiscal year ended December 31, 2024 was filed with the U.S. Securities and Exchange Commission on May 15, 2025 (the “Form20-F”). Shareholders may obtain a copy of the Form 20-F, free of charge, from the Company’s website at https://ir.patria.com/financials-filings/sec-filingsand on the SEC’s website at https://www.sec.gov or by contacting the Company’s Investor Relations Department by email at PatriaShareholderRelations@patria.com.In addition to the other information included in the Form 20-F, you will find in the Form 20-F biographies for the incumbent members ofthe Board.

 

By Order of the Board of Directors

 

/s/ Alexandre Teixeira de Assumpção Saigh
Name:  Alexandre Teixeira de Assumpção Saigh
Title:    Director
Dated: August 20, 2025

 

Registered Office: 

c/o Maples Corporate Services Limited 

PO Box 309, Ugland House 

Grand Cayman 

KY1-1104 

Cayman Islands

 

 

 

- NOTES

 

IF YOU HAVE EXECUTED A STANDING PROXY, YOURSTANDING PROXY WILL BE VOTED AS INDICATED IN NOTE 2 BELOW, UNLESS YOU ATTEND THE AGM IN PERSON OR SEND IN A SPECIFIC PROXY.

 

1A proxy need not be a shareholder of the Company. A shareholder entitledto attend and vote at the AGM is entitled to appoint one or more proxies to attend and vote in his/her stead.

 

2Any standing proxy previously deposited by a shareholder with the Companywill be voted in favor of the resolutions to be proposed at the AGM unless revoked prior to the AGM or the shareholder attends the AGMin person or executes a specific proxy.

 

3If two or more persons are jointly registered as holders of a share, thevote of the senior person who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of otherjoint holders. For this purpose, seniority shall be determined by the order in which the names stand on the Company’s register ofshareholders in respect of the relevant shares.

 

4Each Class A Common Share shall entitle the holder to one (1) vote on allmatters subject to a vote at general meetings of the Company, and each Class B Common Share shall entitle the holder to ten (10) voteson all matters subject to a vote at general meetings of the Company.

 

5A shareholder holding more than one share entitled to attend and vote atthe AGM need not cast the votes in respect of such shares in the same way on any resolution and therefore may vote a share or some orall such shares either for or against a resolution and/or abstain from voting a share or some or all of the shares and, subject to theterms of the instrument appointing any proxy, a proxy appointed under one or more instruments may vote a share or some or all of the sharesin respect of which he is appointed either for or against a resolution and/or abstain from voting.

 

6No business shall be transacted at the AGM unless a quorum is present. Asset out in the articles of association of the Company, one or more shareholders holding not less than one-third in aggregate of the votingpower of all shares in issue and entitled to vote, present in person or by proxy or, if a corporation or other non-natural person, byits duly authorized representative, constitutes a quorum of the shareholders. No person shall be entitled to vote at the AGM unless heis registered as a shareholder of the Company on the record date for the AGM nor unless all calls or other sums presently payable by himin respect of such shares have been paid.

 

 

 

Schedule

 

Daniel Rizardi Sorrentino is a Managing Partnerand current Global Commercial Head of Patria, after a successful career within the Commercial & Sales/Distribution, named firstlyBrazil’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. Sorrentinowas the Chief of Portfolio Management of the PE Group from March 2017 to December 2021, where he was responsible for the Management andTransformation Team, which included the Operating Partners Group and the value creation team. In that position, he was responsible foroverseeing 22 companies of our PE portfolio with total revenues above US$3 billion and over 30,000 employees. Mr. Sorrentino has alsoworked on several investments and acquisitions in our PE Group since 2009. He had a leadership role on PE portfolio companies, includingChairman of Alliar since 2011 and Bioritmo/SmartFit since 2010. Mr. Sorrentino joined Patria in 2001 and became a partner in 2009. From2003 to 2007, Mr. Sorrentino worked at Anhanguera Educacional leading the M&A team. Prior to that, Mr. Sorrentino worked at DASA inthe M&A initiative and for Fotoptica as a business analyst. Mr. Sorrentino holds a bachelor’s degree in Business Administrationfrom Fundação Getulio Vargas (FGV).

 

 

 

Exhibit 99.2

 

 

ExhiPatria Investments Limited
c/o Maples Corporate Services Limited
PO Box 309, Ugland House
Grand Cayman
KY1-1104
Cayman Islands

 

PROXY STATEMENT

 

General

 

The board of directors of Patria Investments Limited(the “Company” “us” or “we”) is soliciting proxies for the Annual General Meetingof shareholders (the “AGM”) of the Company to be held on September 10, 2025 at 2:30 p.m. (Eastern Time). The AGM willbe held virtually and at the offices of Patria Investments Limited located at 60 Nexus Way, Camana Bay, 4th Floor, KY1-9006, Grand Cayman,Cayman Islands.

 

The AGM will be held in accordance with CaymanIslands law and the amended and restated memorandum and articles of association of the Company and in a virtual form. You will be ableto attend the AGM online by visiting https://meetnow.global/MQRAMLT. You also will be able to vote your shares online by attending theAGM by webcast. To participate in the AGM, you will need to review the information included on proxy or in the instructions that accompaniedyour proxy materials. The details of how to participate virtually at the AGM are also set out in the accompanying proxy card.

 

On or about August 20, 2025, we first mailed toour shareholders the proxy materials, including the proxy statement, the notice to shareholders of our AGM and the proxy card, along withinstructions on how to vote using the proxy card provided therewith. This proxy statement can also be accessed, free of charge, on theshareholders section of Patria’s website at https://ir.patria.com/financials-filings/sec-filings and on the SEC’s websiteat www.sec.gov.

 

Record Date, Share Ownership and Quorum

 

Only the holders of record of Class A Common Shares(the “Class A Common Shares”) and Class B Common Shares (the “Class B Common Shares” and togetherwith the Class A Common Shares, the “Common Shares”) of the Company as of the close of business (Eastern Time) on August12, 2025, (the “Record Date”) are entitled to receive notice of and attend the AGM and any adjournment thereof. Noperson shall be entitled to vote at the AGM unless registered as a shareholder of the Company on the Record Date.

 

As of the close of business(Eastern Time) on the Record Date, 159,466,996 Common Shares were issued and outstanding, including 66,521,566 Class A Common Sharesand 92,945,430 Class B Common Shares. One or more shareholders holding not less than one-third in aggregate of the voting power of allshares in issue and entitled to vote, present in person or by proxy or, if a corporation or other non-natural person, by its duly authorizedrepresentative, constitutes a quorum of the shareholders.

 

Voting and Solicitation

 

Each Class A Common Share issued and outstandingas of the close of business (Eastern Time) on the Record Date is entitled to one vote at the AGM. Each Class B Common Share issued andoutstanding as of the close of business (Eastern Time) on the Record Date is entitled to ten votes at the AGM. Each ordinary resolutionto be put to the vote at the AGM will be approved by a simple majority of the votes cast, by or on behalf of, the shareholders attendingand voting at the AGM.

 

Voting by Holders of Common Shares

 

Common Shares that are properly voted, for whichproxy cards are properly executed and returned within the deadline set forth below, will be voted at the AGM in accordance with the directionsgiven. If no specific instructions are given in such proxy cards, the proxy holder will vote in favor of the item(s) set forth in theproxy card. The proxy holder will also vote in the discretion of such proxy holder on any other matters that may properly come beforethe AGM, or at any adjournment thereof. Where any holder of Common Shares affirmatively abstains from voting on any particular

 

 

 

resolution, the votes attaching to such CommonShares will not be included or counted in the determination of the number of Common Shares present and voting for the purposes of determiningwhether such resolution has been passed (but they will be counted for the purposes of determining the quorum, as described above).

 

Proxies submitted by registered shareholdersand street shareholders (by returning the proxy card) must be received by us no later than 11:59 p.m., Eastern Time, on September 9, 2025,to ensure your representation at our AGM.

 

The manner in which your shares may be voted dependson how your shares are held. If you own shares of record, meaning that your shares are represented by book entries in your name so thatyou appear as a shareholder on the records of Computershare Inc. (“Computershare”) (i.e., you are a registered shareholder),our stock transfer agent, this proxy statement, the notice of AGM and the proxy card will be sent to you by Computershare. You may providevoting instructions by returning a proxy card. You also may attend the AGM and vote in person, subject to our above request that, if youwish to attend in person, you do so virtually. If you own Common Shares of record and you do not vote by proxy or in person at the AGM,your shares will not be voted.

 

If you own shares in street name (i.e., you area street shareholder), meaning that your shares are held by a bank, brokerage firm, or other nominee, you are then considered the “beneficialowner” of shares held in “street name,” and as a result, this proxy statement, the notice of AGM and the proxy cardwill be provided to you by your bank, brokerage firm, or other nominee holding the shares. You may provide voting instructions to themdirectly by returning a voting instruction form received from that institution. If you own Common Shares in street name and attend theAGM, you must obtain a “legal proxy” from the bank, brokerage firm, or other nominee that holds your shares in order to voteyour shares at the AGM and present your voting information card.

 

Revocability of Proxies

 

Registered shareholders may revoke their proxyor change voting instructions before shares are voted at the AGM by submitting a written notice of revocation to our Investor RelationsDepartment at PatriaShareholderRelations@patria.com, or a duly executed proxy bearing a later date (which must be received by us no laterthan the date set forth below) or by attending the AGM and voting in person. A beneficial owner owning Common Shares in street name mayrevoke or change voting instructions by contacting the bank, brokerage firm, or other nominee holding the shares or by obtaining a legalproxy from such institution and voting in person at the AGM. If you are not planning to attend in person our AGM, to ensure your representationat our AGM, revocation of proxies submitted by registered shareholders and street shareholders (by returning a proxy card) must be receivedby us no later than 11:59 p.m., Eastern Time, on September 9, 2025.

 

PROPOSAL 1:

 

APPROVAL AND RATIFICATION OF THE COMPANY’SFINANCIAL STATEMENTS AND THE AUDITOR’S REPORT FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024

 

The Company seeks shareholder approval and ratificationof the Company’s 2024 audited consolidated financial statements (the “Audited Accounts”) which have been madeavailable to Shareholders for the purpose of the AGM, which have been prepared in accordance with International Financial Reporting Standards,in respect of the fiscal year ended December 31, 2024. A copy of the Company’s Audited Accounts is available on the Company’swebsite at https://ir.patria.com/.

 

The affirmative vote by the holders of a simplemajority of the votes cast, by or on behalf of, the shareholders attending and voting at the AGM is required for this proposal. If proxiesare properly submitted by signing, dating and returning a proxy card, Common Shares represented thereby will be voted in the manner specifiedtherein. If not otherwise specified, and the proxy card is signed, Common Shares represented by the proxies will be voted in favor ofthis proposal.

 

The full text of the resolution is as follows:

 

2

 

“RESOLVED, as an ordinary resolution,that the Company’s financial statements and the auditor’s report for the fiscal year ended 31 December 2024, which have beenmade available to the Shareholders for the purpose of the AGM be approved and ratified.”

 

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”THE APPROVAL AND RATIFICATION OF THE COMPANY’S FINANCIAL STATEMENTS AND THE AUDITOR'S REPORT FOR THE FISCAL YEAR ENDED DECEMBER31, 2024.

 

PROPOSAL 2:

 

APPROVAL ofthe appointment of Daniel Rizardi Sorrentino as Director

 

The Company seeks shareholder approval for theappointment of Daniel Rizardi Sorrentino as a member of the Board of Directors of the Company, to serve on the Board until the earlierof his vacating office or removal from office as a director in accordance with the Amended and Restated Memorandum and Articles of Associationof the Company. A copy of the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2024 is available on theCompany’s website at https://ir.patria.com/financials-filings/sec-filings. In addition to the other information included in theForm 20-F, you will find in the Form 20-F biographies for the incumbent members of the Board.

 

The affirmative vote by the holders of a simplemajority of the votes cast, by or on behalf of, the shareholders attending and voting at the AGM is required for this proposal. If proxiesare properly submitted by signing, dating and returning a proxy card, Common Shares represented thereby will be voted in the manner specifiedtherein. If not otherwise specified, and the proxy card is signed, Common Shares represented by the proxies will be voted in favor ofthis proposal.

 

The full text of the resolution is as follows:

 

“RESOLVED, as an ordinary resolution,that Daniel Rizardi Sorrentino be appointed as a member of the Board of Directors of the Company, to serve on the Board until the earlierof his vacating office or removal from office as a director in accordance with the Amended and Restated Memorandum and Articles of Associationof the Company.”

 

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”THE APPROVAL of the appointment of Daniel Rizardi Sorrentino as Director.

 

COMPANY INFORMATION

 

A copy of the Company’s AnnualReport on Form 20-F for the fiscal year ended December 31, 2024, along with a copy of this proxy statement can be accessed, free of charge,on the shareholders section of Patria’s website at https://ir.patria.com/financials-filings/sec-filings and on the SEC’s websiteat www.sec.gov.

 

OTHER MATTERS

 

We know of no other matters to be submitted tothe AGM. If any other matters properly come before the AGM, it is the intention of the persons named in the enclosed form of proxy tovote the Common Shares they represent as the board of directors may recommend.

 

By Order of the Board of Directors

Dated: August 20, 2025

 

3

 

Exhibit 99.3

 

 

 

 

PatriaVoteOnlineGoto www.investorvote.com/PAX or scan the QR code — login details are located in the shaded bar below.Shareholder MeetingNotice Important Notice Regarding the Availability of Proxy Materials for the Patria Investments Limited Shareholder Meeting to be heldon September 10, 2025 at 2:30 p.m. (Eastern time)Under Securities and Exchange Commission rules, you are receiving this notice thatthe proxy materials for the annual shareholders’ meeting are available on the Internet. Follow the instructions below to view thematerials and vote online or request a copy. The items to be voted on and location of the annual meeting are on the reverse side. Yourvote is important!This communication presents only an overview of the more complete proxy materials that are available to you on theInternet. We encourage you to access and review all of the important information contained in the proxy materials before voting. Theproxy statement and annual report are available at: www.investorvote.com/PAXEasy Online Access — View your proxy materials andvote.Step 1:Go to www.investorvote.com/PAX.Step 2:Click on the icon on the right to view meeting materials.Step 3: Returnto the investorvote.com window and follow the instructions on the screen to log in.Step 4: Make your selections as instructedon each screen for your delivery preferences.Step 5: Vote your shares.When you go online, you can also help the environmentby consenting to receive electronic delivery of future materials.Obtaining a Copy of the Proxy Materials – If you want to receivea copy of the proxy materials, you must request one. There is no charge to you for requesting a copy. Please make your request as instructedon the reverse side on or before August 31, 2025 to facilitate timely delivery.

 

 

 

 

 

 

Shareholder Meeting NoticePatria Investments Limited’sAnnual Meeting of Shareholders will be held on September 10, 2025 both virtually via the Internet at meetnow.global/MQRAMLT and in personat 60 Nexus Way, Camana Bay, 4th Floor, KY1-9006, Grand Cayman, Cayman Islands, at 2:30 p.m. (Eastern time).Proposals to be voted onat the meeting are listed below along with the Board of Directors’ recommendations. The Board of Directors recommend a vote FORProposals 1 and 2:RESOLVED, as an ordinary resolution, that the Company’s financial statements and the auditor’s reportfor the fiscal year ended 31 December 2024, which have been made available to the Shareholders for the purpose of the AGM be approvedand ratified; andESOLVED, as an ordinary resolution, that Daniel Rizardi Sorrentino be appointed as a member of the Board of Directorsof the Company, to serve on the Board until the earlier of his vacating office or removal from office as a director in accordance withthe Amended and Restated Memorandum and Articles of Association of the Company.PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THISNOTICE. To vote your shares you must go online or request a paper copy of the proxy materials to receive a proxy card. If you wish toattend and vote at the meeting, please bring this notice with you. Here’s how to order a copy of the proxy materials and selectdelivery preferences:Current and future delivery requests can be submitted using the options below.If you request an email copy,you will receive an email with a link to the current meeting materials.PLEASE NOTE: You must use the number in the shaded baron the reverse side when requesting a copy of the proxy materials.Internet – Go to www.investorvote.com/PAX.Phone– Call us free of charge at 1-866-641-4276.Email – Send an email to investorvote@computershare.com with “ProxyMaterials Patria Investments Limited” in the subject line. Include your full name and address, plus the number located in the shadedbar on the reverse side, and state that you want a paper copy of the meeting materials.To facilitate timely delivery, requests for apaper copy of proxy materials must be received by August 31, 2025.