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December 21, 2023
Esteban Saldarriaga
Chief Executive Officer
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
Registration Statement on Form F-4
Filed December 8, 2023
File No. 333-275972
Dear Esteban Saldarriaga:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form F-4
Share Calculations and Ownership Percentages, page 7
1.We note that in response to prior comments 5, 13, and 16 you have revised your
disclosure to add only a 10% interim redemption assumption. Please revise your
sensitivity analysis disclosure throughout the prospectus to provide a range of interim
redemption levels. Also clarify how you calculated the maximum redemption level. The
maximum redemption level should assume that only $5,000,001 remains in the trust
account.

 FirstName LastNameEsteban  Saldarriaga
 Comapany NameLogistic Properties of the Americas
 December 21, 2023 Page 2
 FirstName LastNameEsteban  Saldarriaga
Logistic Properties of the Americas
December 21, 2023
Page 2
Market and Industry Data, page 8
2.We note your revised disclosure that the accuracy or completeness of
information provided by third parties is not guaranteed. This statement appears to disclaim
the issuer’s responsibility for information in the registration statement. Because this is not
consistent with the liability provisions of the Securities Act, please revise.
Risk Factors Summary, page 38
3.We note your response to prior comment 15. Please disclose your material debt covenants,
including your debt limit under Management’s Discussion and Analysis of Financial
Condition and Results of Operations of LLP—Debt.
Certain Unaudited Projected Financial Information, page 104
4.We note your response to prior comment 27. Please clarify your disclosure and explain the
basis for your statement that the expected state of LLP in 2024 was not steady state. Also
explain the basis for the concept that LLP was expected to steadily decelerate its growth
profile from 2024 through 2030.
Guideline Public Company Analysis, page 110
5.We note your response to prior comment 29. Please disclose your response in this section
of the filing.
Material U.S. Federal Income Tax Considerations, page 113
6.We note your response to prior comment 31. In the risk factor on page 58, please clarify
the risk to holders of Class A Ordinary Shares or Pubco Ordinary Shares based your
statement that "TWOA believes that it will likely be considered a PFIC for the taxable
year that includes the Business Combination."
Unaudited Pro Forma Condensed Combined Financial Information, page 128
7.Please explain the absence of any Income Tax (Expense) Benefit adjustments giving
effect to any expense adjustments included in the Transaction Accounting Adjustments
columns of the Unaudited Pro Forma Condensed Combined Statements of Profit or Loss
for the Nine Months Ended September 30, 2023 and Year Ended December 31, 2022. We
refer you to Regulation S-X Rule 11-02(b)(5)(i).
8.Please expand your disclosure in notes I and CC on pages 137 and 138, respectively, to
explain how the $10.62 estimated fair market value per LLP share was determined,
including related assumptions and methodologies used.
Land Reserves, page 162
9.We note your response to prior comment 34. Please disclose your response in this section
of the filing.

 FirstName LastNameEsteban  Saldarriaga
 Comapany NameLogistic Properties of the Americas
 December 21, 2023 Page 3
 FirstName LastNameEsteban  Saldarriaga
Logistic Properties of the Americas
December 21, 2023
Page 3
Financial Statement Schedules
Schedule I - Parent Company Only Condensed Financial Information, page F-132
10.We note your response to prior comment 44. Please explain further why you do not
believe that Schedule III prescribed by Rules 5-04 and 12-28 of Regulation S-X is
required to be provided. While we note that certain data is not applicable (i.e.,
depreciation), other data from the schedule appears to be applicable to your financial
statements.
General
11.We understand that Citigroup Global Markets Inc., the underwriter in the SPAC IPO,
waived the deferred underwriting commissions that would otherwise be due to it upon the
closing of the business combination. Please disclose how this waiver was obtained, why
the waiver was agreed to, and clarify TWOA's current relationship with Citigroup Global
Markets Inc.
12.Please describe what relationship existed between Citigroup Global Markets Inc. and
TWOA after the close of the IPO, including any financial or merger-related advisory
services conducted by Citigroup Global Markets Inc. For example, clarify whether
Citigroup Global Markets Inc. had any role in the identification or evaluation of business
combination targets.
13.Please tell us whether Citigroup Global Markets Inc. was involved in the preparation of
any disclosure that is included in the Form F-4 registration statement, including any
analysis underlying disclosure in the registration statement. If so, clarify their
involvement, whether they have retracted any work product associated with the
transaction, and the risk of such withdrawal and reliance on their expertise. Further, please
clarify that Citigroup Global Markets Inc. claims no role in TWOA's business
combination transaction and has affirmatively disclaimed any responsibility for any of the
disclosure in this registration statement.
14.Please tell us whether you are aware of any disagreements with Citigroup Global Markets
Inc. regarding the disclosure in your registration statement. Further, please add risk factor
disclosure that clarifies that Citigroup Global Markets Inc. was to be compensated, in part,
on a deferred basis for its underwriting services in connection with the SPAC IPO and
such services have already been rendered, yet Citigroup Global Markets Inc. is waiving
such fees and, if applicable, disclaiming responsibility for the Form F-4 registration
statement. Clarify the unusual nature of such a fee waiver and the impact of it on the
evaluation of the business combination.
15.Please disclose whether Citigroup Global Markets Inc. provided you with any reasons for
the fee waiver. If there was no dialogue and you did not seek out the reasons why
Citigroup Global Markets Inc. was waiving deferred fees, despite already completing their
services, please indicate so in your registration statement. Further, revise the risk factor

 FirstName LastNameEsteban  Saldarriaga
 Comapany NameLogistic Properties of the Americas
 December 21, 2023 Page 4
 FirstName LastName
Esteban  Saldarriaga
Logistic Properties of the Americas
December 21, 2023
Page 4
disclosure to explicitly clarify that Citigroup Global Markets Inc. has performed all their
obligations to obtain the fee and therefore is gratuitously waiving the right to be
compensated.
16.Please provide us with any correspondence between Citigroup Global Markets Inc. and
TWOA relating to the Citigroup Global Markets Inc. waiver agreement. Also provide us
with any engagement letters between Logistic Properties of the Americas and Citigroup
Global Markets Inc.
17.Please disclose that TWOA has filed a definitive proxy statement to seek shareholder
approval to extend the business combination termination date from January 1, 2024 until
July 1, 2024. Also disclose that TWOA shareholders will have the opportunity to redeem
their shares in connection with the approval of the extension amendment proposal.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Frank Knapp at 202-551-3805 or Isaac Esquivel at 202-551-3395 if you
have questions regarding comments on the financial statements and related matters. Please
contact Stacie Gorman at 202-551-3585 or Brigitte Lippmann at 202-551-3713 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Michael L. Fitzgerald, Esq.