Patria Investments Ltd-A美股招股说明书(2026-01-15版)

PATRIA INVESTMENTS LIMITED(incorporated in the Cayman Islands) 1,074,339 Class A Common Shares This prospectus supplement relates to the offer and sale, from time to time, of up to 1,074,339 Patria Investments Limited(“Patria”) Class A common shares, par value $0.0001 (“Class A common shares”), by the selling stockholders that will receive Class Acommon shares as compensation under the VBI Transaction (as defined below) (the “Selling Stockholders”). We are not offering anyClass A common shares under this prospectus supplement and will not receive any proceeds from the sale of Class A common sharesoffered by the Selling Stockholders. The Selling Stockholders acquired the Class A common shares in connection with our acquisitionof certain equity interests in Patria VBI Real Estate Gestão de Carteiras Ltda. (formerly known as VBI Real Estate Gestão de CarteirasS.A., “VBI Real Estate” or “VBI”) one of the leading independent alternative real estate asset managers in Brazil (the “VBITransaction”). Pursuant to the VBI Transaction Agreement, as amended, we agreed to issue Class A common shares to the SellingStockholders as partial consideration for the acquisition. We are registering the offer and sale of the shares that we issued as partialconsideration to satisfy registration rights we granted to the Selling Stockholders. The Selling Stockholders may use this prospectus supplement to resell, from time to time, such shares, so long as they satisfycertain conditions set forth in the applicable agreements between us and the applicable Selling Stockholder. While Patria will not receive any of the proceeds from any issuance of Class A common shares to the Selling Stockholders or fromany sale of such shares by the Selling Stockholders, Patria has agreed to pay certain expenses relating to the registration of such shares.See “Selling Stockholders” and “Plan of Distribution.” The Selling Stockholders may, from time to time, offer and sell the shares heldby them directly or indirectly through agents or broker-dealers on terms to be determined at the time of sale. See “Plan ofDistribution.” Patria’s Class A common shares are traded on the Nasdaq Global Select Market, or “NASDAQ,” under the ticker symbol “PAX.”On January 14, 2026, the last reported sales price of the Class A common shares on the NASDAQ was $17.23 per share. Investing in Patria’s Class A common shares involves risks. You should carefully read and consider the risks described in“Risk Factors” on page S-2 of this prospectus supplement and as incorporated by reference herein before investing in Patria’sClass A common shares. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus supplement is truthful or complete. Any representation to thecontrary is a criminal offense. The date of this prospectus supplement is January 15, 2026. Prospectus Supplement About This Prospectus SupplementRisk FactorsUse of ProceedsSelling StockholdersPlan of Distribution Prospectus About This ProspectusWhere You Can Find More InformationIncorporation of Documents by ReferenceForward-Looking StatementsRisk FactorsPatria Investments LimitedUse of ProceedsDescription of Share CapitalService of Process and Enforcement of Civil LiabilitiesTaxationSelling ShareholdersPlan of DistributionLegal MattersExperts ABOUT THIS PROSPECTUS SUPPLEMENT This document contains two parts. The first part consists of this prospectus supplement, which describes the specific terms of theoffering of Class A common shares. The second part, the accompanying prospectus which is dated November 29, 2023, provides moregeneral information, some of which may not apply to the offering of Class A common shares. If the description of the offering variesbetween this prospectus supplement and the accompanying prospectus, you should rely on the information in this prospectussupplement. Before purchasing any Class A common shares, you should carefully read both this prospectus supplement and the accompanyingprospectus, together with the additional information described under the heading “Where You Can Find More Information” in theaccompanying prospectus. On June 9, 2022, Patria’s economic group entered into a transaction agreement, as amended (the “VBI Transaction Agreement”) toacquire certain equity interests in Patria VBI Real Estate Gestão de Carteiras Ltda. (formerly known as VBI Real Estate Gestão deCarteiras S.A., “VBI Real Estate” or “VBI”) one of the leading independent alternative real estate asset managers in Brazil. Pursuantto the VBI Transaction Agreement, we granted certain registration rights to certain shareholders of VBI. The payment of part of therelevant purchase price / and of the investment amount for such acquisition was by means of the delivery of Class A common sharesissued by Patria to VBI and to the respective selling shareholders, and the transaction was subject to