Davis Polk & Wardwell LLP
212 450 6095 tel
212 450 6858 fax
January 19, 2021
Re: Patria Investments Limited
Amendment No. 2 to Registration Statement on Form F-1
Filed January 14, 2021
CIK No. 0001825570
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Finance
100 F Street, N.E.
Washington, D.C. 20549
Michelle Miller, Staff Accountant
David Irving, Staff Accountant
Julia Griffith, Staff Attorney
Susan Block, Attorney-Advisor
Ladies and Gentlemen:
On behalf of our client, Patria Investments Limited (the Company), this letter sets forth the Companys response to the comment provided by the staff (the Staff) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the Commission) in your letter dated January 15, 2021 (the Comment Letter). On December 30, 2020, the Company publicly filed a registration statement on Form F-1 (the Registration Statement) and on January 14, 2021, the Company filed Amendment No. 2 to the Registration Statement (Amendment No. 2), relating to a proposed initial public offering (IPO) of the Companys Class A common shares via the Commissions Electronic Data Gathering, Analysis and Retrieval system (EDGAR). The Company has further revised the Registration Statement and Amendment No. 2 in response to the Staffs comment and is submitting concurrently with this letter Amendment No. 3 to the Registration Statement (Amendment No. 3).
For the convenience of the Staff, the comment from the Comment Letter is restated in italics prior to the response to such comment. All references to page numbers and captions (other than those in the Staffs comment) correspond to pages and captions in Amendment No. 3. We are also sending, under separate cover, a marked copy of Amendment No. 3 showing changes from Amendment No. 2.
January 19, 2021
Registration on Form F-1Amendment No. 2
Dilution, page 95
Please update your dilution metrics to include the impact of the $25 million in dividends paid to your shareholders on December 2020. Refer to Item 506 of Regulation S-K.
We respectfully acknowledge the Staffs comment and the Company has revised the disclosures on pages 95 and 96 of Amendment No. 3 in response to the above comment.
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Please do not hesitate to contact me at 212-450-6095 or firstname.lastname@example.org or Elliot M. de Carvalho at 212-450-6069 or email@example.com if you have any questions regarding the foregoing or if we can provide any additional information.
Very truly yours,
/s/ Manuel Garciadiaz
Alexandre Teixeira de Assumpção Saigh, Chief Executive Officer, Patria Investments Limited
Marco Nicola DIppolito, Chief Financial Officer, Patria Investments Limited