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United States securities and exchange commission logo
December 9, 2020
Alexandre Teixeira de Assump o Saigh
Chief Executive Officer
Patria Investments Limited
18 Forum Lane, 3rd floor,
Camana Bay, PO Box 757, KY1-9006
Grand Cayman, Cayman Islands
Re: Patria Investments
Limited
Amendment No. 1 to
Draft Registration Statement on Form F-1
Submitted November
24, 2020
CIK No. 0001825570
Dear Mr. Saigh:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form F-1 filed
November 24, 2020
Summary
Market Opportunity, page 5
1. We note the disclosure
regarding low interest rates in Brazil and the interest rates in 2019.
Please update the
disclosure regarding interest rates in Brazil to a more recent date, or
advise.
Alexandre Teixeira de Assump o Saigh
FirstName LastNameAlexandre Teixeira de Assump o Saigh
Patria Investments Limited
Comapany9,
December NamePatria
2020 Investments Limited
December
Page 2 9, 2020 Page 2
FirstName LastName
Risk Factors
If we were deemed to be an "investment company", page 54
2. We note from your response to comment 8 regarding the Company s
status as an
investment company that the Company believes it qualifies for the Rule
3a-1 exemption
under the Investment Company Act. In your response, please provide
additional detail
describing the underlying wholly-owned subsidiaries and their
holdings. Please also
consider providing us a table or chart outlining the wholly-owned
subsidiaries and their
corresponding asset totals in a manner that would support the Company
s Rule 3a-1
analysis.
3. Please explain why an investment in the company is not equivalent to
an investment in a
fund of funds.
4. We note that on page 141 of the Company s amended DRS that the
Company states: Our
Cayman Islands subsidiary, Patria Finance Limited, is an exempt
reporting adviser under
the U.S. Investment Advisers Act of 1940 as it acts solely as an
adviser to private funds
and have assets under management, as defined in Rule 203(m)-1, in the
United States of
less than US$150.0 million. Please confirm that the Company and its
subsidiaries still
qualify as exempt reporting advisers under the Investment Advisers Act
and expand your
risk factor disclosure to explain why you do not think the Company s
subsidiaries must
register as investment advisers and the potential consequences of
having to register as an
investment adviser, so that investors can assess the risk.
Note 27. Financial Instruments
(d) Risk Management
(i) Credit Risk, page F-28
5. We note your response to comment 21 in our letter dated October 28,
2020. Please tell us,
and disclose in your next amendment as appropriate, the following
information related to
the fund with the agreement to pay management fees in three equal
annual installments in
2021-2023:
If there has been any capital calls where the participation of an
investor is diluted
among the remaining investors in this fund in the periods
presented;
If you have withheld distribution to delinquent investors in this
fund in order to settle
delinquent management fees in the periods presented; and
If you sold any underlying investments kept by the fund in order
to settle delinquent
management fees in the periods presented.
Alexandre Teixeira de Assump o Saigh
Patria Investments Limited
December 9, 2020
Page 3
You may contact Michelle Miller at 202-551-3368 or David Irving at
202-551-3321 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Julie Griffith at 202-551-3267 or Susan Block at 202-551-3210 with any
other questions.
Sincerely,
FirstName LastNameAlexandre Teixeira de Assump o Saigh
Comapany NamePatria Investments Limited
Division of Corporation
Finance
December 9, 2020 Page 3 Office of Finance
FirstName LastName