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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 2)*
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Patria Investments Limited (Name of Issuer) |
Class A common shares, par value US$0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
03/31/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Endure Capital Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
TEXAS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,093,118.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
8.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA, OO |
Comment for Type of Reporting Person: (1) The figures in Items 6, 8, and 9 include 20,500 Class A common shares, par value US$0.0001 per share ("Common Stock"), of Patria Investments Limited (the "Issuer"), that may be acquired by the Reporting Persons within 60 days upon the exercise of call options to purchase Common Stock.
(2) The figure in Item 11 included above is based upon 68,448,417 shares of Common Stock outstanding as of March 31, 2026, as disclosed on the Issuer's Annual Report on Form 20-F filed on April 30, 2026, by the Issuer with the U.S. Securities and Exchange Commission (the "Form 20-F").
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Enduring Alpha Fund, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,093,118.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
8.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: (1) The figures in Items 6, 8, and 9 include 20,500 shares of Common Stock that may be acquired by the Reporting Persons within 60 days upon the exercise of call options to purchase Common Stock.
(2) The figure in Item 11 included above is based upon 68,448,417 shares of Common Stock outstanding as of March 31, 2026, as disclosed in the Form 20-F.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Endure Capital GP, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,093,118.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
8.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: (1) The figures in Items 6, 8, and 9 include 20,500 shares of Common Stock that may be acquired by the Reporting Persons within 60 days upon the exercise of call options to purchase Common Stock.
(2) The figure in Item 11 included above is based upon 68,448,417 shares of Common Stock outstanding as of March 31, 2026, as disclosed in the Form 20-F.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Ryan Simes | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,360,930.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
Comment for Type of Reporting Person: (1) The figures in Items 5, 7, and 9 include 102 shares of Common Stock held through two of the Reporting Person's IRA accounts.
(2) The figures in Items 6, 8, and 9 include 20,500 shares of Common Stock that may be acquired by the Reporting Persons within 60 days upon the exercise of call options to purchase Common Stock.
(3) The figure in Item 11 included above is based upon 68,448,417 shares of Common Stock outstanding as of March 31, 2026, as disclosed in the Form 20-F.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Patria Investments Limited | |
| (b) | Address of issuer's principal executive offices:
60 Nexus Way, 4th floor, Camana Bay, PO Box 757, Grand Cayman, E9 KY1-9006 | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is jointly filed by and on behalf of each of Endure Capital Management, LLC, a Texas limited liability company ("Endure Management"), Enduring Alpha Fund, LP, a Delaware limited partnership ("Enduring Alpha Fund"), Endure Capital GP, LP, a Texas limited partnership ("Endure Capital"), and Ryan Simes (collectively referred to herein as "Reporting Persons"). Enduring Alpha Fund is the record and direct beneficial owner of 6,093,118 shares of Common Stock of the Issuer covered by this statement. Endure Capital is the general partner of, and may be deemed to have indirect beneficial ownership of securities owned by, Enduring Alpha Fund. Endure Management is the general partner of Endure Capital and the investment manager of Enduring Alpha Fund and may be deemed to beneficially own securities owned by Enduring Alpha Fund. Mr. Simes is the sole member of, and may be deemed to have indirect beneficial ownership of securities beneficially owned by, Endure Management. Mr. Simes is the record and direct beneficial owner of 267,812 shares of Common Stock of the Issuer covered by this statement. Each Reporting Person disclaims beneficial ownership of the shares of Common Stock held directly by the other Reporting Persons.
Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.
Each Reporting Person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purpose of Section 13(d) or 13(g) of the Act. Each of the Reporting Persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purpose of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer. | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is 6500 River Pl Blvd Building 7, Suite 250, Austin, TX 78730. | |
| (c) | Citizenship:
See Item 4 on the cover page(s) hereto. | |
| (d) | Title of class of securities:
Class A common shares, par value US$0.0001 per share | |
| (e) | CUSIP No.:
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See Item 9 on the cover pages(s) hereto. | |
| (b) | Percent of class:
See Item 11 on the cover page(s) hereto. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See Item 5 on the cover pages hereto. | ||
| (ii) Shared power to vote or to direct the vote:
See Item 6 on the cover pages hereto. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Item 7 on the cover pages hereto. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Item 8 on the cover pages hereto. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit 99.1 - Joint Filing Agreement (filed herewith). |
EXHIBIT 99.1
JOINT FILING AGREEMENT
May 15, 2026
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the applicable exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this agreement to be executed and effective as of the date set forth below.
| Date: May 15, 2026 | ||
| ENDURE CAPITAL MANAGEMENT, LLC | ||
| By: | /s/ Ryan Simes | |
| Name: | Ryan Simes | |
| Title: | Managing Member | |
| Date: | May 15, 2026 | |
| ENDURING ALPHA FUND, LP | ||
| By: | Endure Capital GP, LP | |
| Its: | General Partner | |
| By: | Endure Capital Management, LLC | |
| Its: | General Partner of the General Partner | |
| By: | /s/ Ryan Simes | |
| Name: | Ryan Simes | |
| Title: | Managing Member | |
| Date: | May 15, 2026 | |
| ENDURE CAPITAL GP, LP | ||
| By: | Endure Capital Management, LLC | |
| Its: | General Partner | |
| By: | /s/ Ryan Simes | |
| Name: | Ryan Simes | |
| Title: | Managing Member | |
| Date: | May 15, 2026 | |
| RYAN SIMES | ||
| /s/ Ryan Simes | ||
| Date: | May 15, 2026 | |