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United States securities and exchange commission logo
November 15, 2023
Thomas Hennessy
Chairman of the Board
Logistic Properties of the Americas
Plaza Tempo, Edificio B
Oficina B1, Piso 2
San Rafael de Escazú
San José, Costa Rica
Re:Logistic Properties of the Americas
Draft Registration Statement on Form F-4
Submitted October 19, 2023
CIK No. 0001997711
Dear Thomas Hennessy:
            We have reviewed your draft registration statement and have the following comments.
            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 a comment applies 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 this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form F-4
Prospectus Cover Page, page i
1.Please revise to clearly reflect the amount of shares to be issued in the merger transaction,
as required by Item 501(b)(2) of Regulation S-K as referenced in Item 1 of Form F-
4. Please also clearly disclose the exchange ratios to be used in the merger transaction.
2.We note the disclosure that NYSE rules allow foreign private issuers to follow home
country practices in lieu of certain of NYSE’s corporate governance rules. Please clarify
whether you have elected to follow home country practices and if so, clarify in the
summary, and elsewhere in the prospectus as appropriate, the specific home country
practices you will elect to follow.

 FirstName LastNameThomas  Hennessy
 Comapany NameLogistic Properties of the Americas
 November 15, 2023 Page 2
 FirstName LastNameThomas  Hennessy
Logistic Properties of the Americas
November 15, 2023
Page 2
3.Please provide the dealer prospectus delivery obligation information on the outside back
cover page, as required by Item 502(b) of Regulation S-K, as referenced in Item 2 of Form
F-4. Please also provide the information required by Item 2(1) of Form F-4 on the inside
front cover page.
Frequently Used Terms and Basis of Presentation, page 2
4.We note your definition of SPAC cash. In clause (c), you refer to amounts receive
pursuant to financing agreements. Please advise if you have entered into any financing
agreements, and, if so, please provide more detailed disclosure regarding such agreements
in the prospectus and file the agreement(s) as appropriate.
Share Calculations and Ownership Percentages, page 7
5.We note the assumptions made in calculating ownership amounts and percentages.  Please
revise disclosure throughout the prospectus to provide percentages at varying levels of
redemptions or advise why your assumption that no public shareholders redeem is
appropriate to this transaction.  Please also advise the reason for the assumption that
“there are no transfers of Ordinary Shares by the Sponsor or the Original Sponsor prior to
the Closing.”  Please clarify whether there is anticipated to be a transfer of ordinary shares
by the sponsor prior to closing and the reason(s) for such transfers.  To the extent such
transfers occur prior to effectiveness confirm such ownership information will be updated
as required by Item 403 of Regulation S-K.  Similarly explain the reason for the fifth
assumption and clarify whether you anticipate issuing additional equity shares of PubCo
prior to or in connection with the closing.
Cautionary Note Regarding Forward-Looking Statements, page 9
6.We note the statement that the proxy statement/prospectus includes forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995.
Because this is the initial public offering of Logistic Properties, reliance upon the safe
harbor protections for forward-looking statements under
the Private Securities Litigation Reform Act is not permitted. See Section 27A(b)(2)(D) of
the Securities Act of 1933. Please delete any references to
the Private Securities Litigation Reform Act or make it clear that the safe harbor does not
apply to this offering.
Questions and Answers About the Business Combination
What interests do TWOA's Initial Shareholders, Sponsor, directors and officers and advisors
have in the Business Combination?, page 12
7.We note your statement that the disclosure includes "these interests ... among other
things...." Please revise to clearly disclose and quantify in the aggregate all interests in the
business combination that the Sponsor, its affiliates, current insiders, and TwoA's
directors and officers have that may be different from, in addition to, or may conflict with

 FirstName LastNameThomas  Hennessy
 Comapany NameLogistic Properties of the Americas
 November 15, 2023 Page 3
 FirstName LastNameThomas  Hennessy
Logistic Properties of the Americas
November 15, 2023
Page 3
the interests of TWOA's stockholders which may incentivize them to complete the
business combination. Please also include disclosure relating to the original sponsor, if
that entity or its affiliates continue to hold shares. Lastly, please disclose whether any
working capital loans are outstanding or there are any director and officer expenses as of
the most recent practicable date.  Please revise disclosure elsewhere in the prospectus, as
appropriate.
8.Please highlight the risk that the sponsor will benefit from the completion of the business
combination and may be incentivized to complete the acquisition of a less favorable target
company or on terms less favorable to shareholders rather than liquidate.
What equity stake will current Public Shareholders, the Sponsor and the LLP Shareholders hold
in Pubco...?, page 14
9.We note that, if the maximum number of shareholders for the business combination to
proceed redeem their shares, you will only have $5,000,001 left in the Trust. We also note
that you need to have $25 million to go forward with the combination. We further note
your disclosure on page 99 that you intend to obtain PIPE financing and that, as
disclosed on page 101, you have had calls with potential PIPE investors. Please provide
detailed disclosure regarding the current status of such negotiations and the anticipated
timing and terms of such PIPE financing. Please also add risk factor disclosure as
appropriate. Describe how the terms and price of securities issued in any private offering
compare to the terms and price of the securities issued in your initial public offering and
add risk factor disclosure as appropriate. Further, disclose if your sponsor,
directors, officers or their affiliates will participate in the private placement. In addition,
please clearly disclose any impact the PIPE financings may have relating to the anti-
dilution provisions of the class B ordinary shares.
What vote is required to approve each proposal at the Extraordinary General Meeting?, page 21
10.We note that the Initial Shareholders and Current Insiders account for more than 51.3% of
the issued and outstanding ordinary shares and have agreed to vote their shares in favor of
each proposal. Please clearly disclose those proposals where the vote is assured in this
section and throughout the prospectus.
Parties to the Business Combination, page 24
11.Please provide the complete mailing address (including the Zip Code), and telephone
number (including the area code) of the principal executive offices of LLP, as reqired by
Item 3(a) of Form F-4.
12.Please clearly disclose the material risks to unaffiliated investors presented by taking the
company public through a merger rather than an underwritten offering. These risks could
include the absence of due diligence conducted by an underwriter that would be subject to
liability for any material misstatements or omissions in a registration statement.

 FirstName LastNameThomas  Hennessy
 Comapany NameLogistic Properties of the Americas
 November 15, 2023 Page 4
 FirstName LastNameThomas  Hennessy
Logistic Properties of the Americas
November 15, 2023
Page 4
Summary of the Proxy Statement/Prospectus, page 24
13.Please revise the disclosure regarding redemptions to show the potential impact of
redemptions on the per share value of the shares owned by the non-
redeeming shareholders by including a sensitivity analysis showing a range of redemption
scenarios, including minimum, maximum and interim redemption levels.
Organizational Structure, page 30
14.Please revise the chart to clarify the percentages held by each group and provide footnote
disclosure to identify the current insiders, the TWOA initial shareholders, and the other
shareholders.
Risk Factors Summary, page 38
15.Please add summary risk factors to address supply chain risks, inflation risks, the risk that
you may change your investment strategy without shareholder approval, and, if true, that
there is no limit on the amount of leverage you may incur. Further, please expand the 11th
bullet point to disclose that you have, in the past, violated covenants associated with your
loan agreements and anticipate future debt waivers, or restructuring for the Bancolombia
loan, and the impact this could have on your ability to obtain loans in the future and the
impact this could have on your business and investors. Please also expand your risk factor
disclosure.
The LLP shareholders, whose interests may conflict with yours..., page 57
16.We note that, based on your disclosure on page 27, as a condition to closing you must still
have $5,000,001 in the trust account. However, the disclosure in this risk factor and the
following one, assumes closing with all of the shareholders of TWOA having redeemed
their shares. Please advise, or revise your disclosure to reflect the actual number of shares
that will still be held by TWOA's shareholders in order to go forward with the business
combination.
An increase in competition could lead to lower occupany..., page 70
17.We note your disclosure in the last paragraph that a limited number of space would result
in a higher likelihood of increased vacancy rates.  Please explain the correlation.
Increases in the price of energy, raw materials, equipment or wages could increase our operating
costs, page 78
18.We note the disclosure of recent rising costs. Please clarify the resulting impact to the
company of these price increases. Please also identify actions planned or taken, if any, to
mitigate inflationary pressures. Further, please revise the MD&A, in particular to discuss
the impact inflation has had to date on your business and operations.

 FirstName LastNameThomas  Hennessy
 Comapany NameLogistic Properties of the Americas
 November 15, 2023 Page 5
 FirstName LastNameThomas  Hennessy
Logistic Properties of the Americas
November 15, 2023
Page 5
We are subject to fluctuations in interest rates, page 80
19.Please revise to specifically disclose whether the increased interest rates have materially
impacted your business or are expected to materially impact your business. To the extent
material please also revise the MD&A.
Extraordinary General Meeting of the Shareholders
Marshall & Stevens Opinion, page 86
20.We note your disclosure that the fairness opinion "is provided only for informational
purposes and is not for the benefit of or to be relied on by any person or entity other than
the board of TWOA."  Further, we note similar disclosure in the third paragraph on page
E-2 and the first paragraph on page E-4 of the fairness opinion. Please either revise this
disclosure and the fairness opinion itself to remove these statements or provide the legal
basis for the company's and the advisor's belief that security holders cannot rely on the
opinion to bring state law actions, including a description of any state law authority on
such a defense. If no such authority exists, please disclose that the issue will be resolved
by a court, resolution of the issue will have no effect on rights and responsibilities of the
board under state law, and the availability of this defense has no effect on the rights and
responsibilities of either the advisor or the board under the federal securities laws.
Proposal 1: The Business Combination Proposal
Background of the Business Combination, page 97
21.We note that you met with 15 parties and sent out indications of interests to three
companies. Please disclose how you determined to proceed with LLP instead of the other
entities. Please also clarify how Mr. Hennessey determined to reach out to Jaguar,
majority owner of LLP, on April 5, 2023 and whether the parties knew each other before
this initial discussion.

22.Please clarify if HC PropTech Partners, its management or affiliates have been involved in
SPAC transactions in the past, and, if so, please provide balanced disclosure related to
prior outcomes of attempted or completed business combinations. Further, please clarify
whether HC PropTech Partners has other SPACs in the process of searching for a target
company, and whether they considered more than one active SPAC to be the potential
acquirer and how the final decision was reached for TWOA to acquire LLP.
23.Please revise the disclosure regarding the meetings held in April and May 2023, to address
in more detail the activities that occurred and the matters covered in those meetings.
Please disclose any discussions regarding proposed terms, any discussions relating to the
assumptions underlying any target projections, any discussions about the need to obtain
additional financing for the combined company, and a more detailed discussion of the
communications with potential PIPE investors and the current status of any negotiations.

 FirstName LastNameThomas  Hennessy
 Comapany NameLogistic Properties of the Americas
 November 15, 2023 Page 6
 FirstName LastNameThomas  Hennessy
Logistic Properties of the Americas
November 15, 2023
Page 6
24.Please identify all individuals participating in the noted meetings and negotiations
regarding the business combination.
25.Please clarify whether you have entered into an agreement with Cohen and Cohen or any
other investment bank regarding presenting you companies to acquire. Please clarify when
those relationships commenced.
26.Please amend your disclosure to briefly describe how you arrived at the amount of
consideration being $286 million for the aggregate valuation for the LLP shares.
Certain Unaudited Projected Financial Information, page 104
27.We note the disclosure on page 108 that Marshall & Stevens extended these projections
through 2030.  Please clearly disclose these additional projections and the assumptions
underlying them.
Opinion of Marshall & Stevens
Fees Paid to Marshall and Stevens, page 108
28.Please quantify the fee that TWOA paid to Marshall and Stevens when it rendered its
fairness opinion. Refer to Item 4(b) of Form S-4 and Item 1015(b)(4) of Regulation M-A.
Guideline Public Company Analysis, page 110
29.We note that the combined company intends to invest in industrial and logistics
properties. However, some of the companies used for comparison purposes do not appear
to have those real estate assets as their focus. For example, Howard Hughes Corporation
focuses on commercial, residential and mixed-use properties in the United States.  Please
advise why the particular companies were chosen for comparison purposes given their
focus on different asset classes from you.
Material U.S. Federal Income Tax Considerations, page 113
30.We note the disclosure that it is the opinion of TWOA’s counsel, Ellenoff Grossman
& Schole LLP, that the SPAC Merger, together with the transactions contemplated by the
Business Combination Agreement, will qualify as an exchange described in Section
351(a) of the Code. However, we note that you have excluded PFIC rules from the
opinion. It appears inappropriate to exclude from the scope of the opinion the PFIC rules.
See Staff Legal Bulletin