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Correspondence 0001493152-23-044279 from Logistic Properties of the Americas (LPA)

Logistic Properties of the Americas
Date: Dec. 8, 2023 · CIK: 0001997711 · Accession: 0001493152-23-044279

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Date
Dec. 8, 2023
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CORRESP
Company
Logistic Properties of the Americas

Letter

Logistic Properties of the Americas

Plaza Tempo, Edificio B

Oficina B1, Piso 2

San Rafael de Escazú

San José, Costa Rica

VIA EDGAR

December 8, 2023

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate and Construction

F Street, NE

Washington, D.C. 20549

Attention: Stacie Gorman

Pam Howell

Frank Knapp

Isaac Esquivel

Re: Logistic Properties of the Americas

Draft Registration Statement on Form F-4

Submitted October 19, 2023

CIK No. 0001997711

Ladies and Gentlemen:

On behalf of our client, Logistic Properties of the Americas (the “Company”) we are writing to submit the Company’s response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) on November 15, 2023, regarding the Draft Registration Statement on Form F-4 submitted by the Company to the Commission on October 19, 2023. Concurrently with this response, the Company has filed a Registration Statement on Form F-4 pursuant to the Staff’s comments (the “Registration Statement”).

For the Staff’s convenience, we have repeated below the Staff’s comments in bold and have followed each comment with the Company’s response. Capitalized terms used but not defined in this letter have the meanings as defined in the Registration Statement.

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.

Response: In response to the Staff’s comment, the Company has revised the disclosure on the cover page of the Registration Statement. The Company respectfully advises the Staff that there are no exchange ratios used in the merger transaction.

U.S. Securities and Exchange Commission

Attention: Stacie Gorman, Pam Howell, Frank Knapp and Isaac Esquivel

December 8, 2023

Page

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.

Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that it does not currently intend to follow home country practices in lieu of certain of NYSE’s corporate governance rules. The Company has revised the disclosure on pages 38 and 206 of the Registration Statement.

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.

Response: In response to the Staff’s comment, the Company has added the requested disclosure on the inside front cover page and outside back cover page of the Registration Statement.

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.

Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that it has not entered into any financing agreements as of the date of this letter and will provide detailed disclosure regarding any such agreements and file the agreements once they have been executed by the relevant parties.

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.

Response: In response to the Staff’s comment, the Company has revised the disclosure on the cover page and on pages 15, 30, 50, 57, 63 and 213 of the Registration Statement to provide percentages at varying levels of redemptions. The Company respectfully advises the Staff that the Company does not expect a transfer of ordinary shares by the Sponsor prior to Closing and thus deleted this assumption. The Company confirms that to the extent any such transfers occur prior to effectiveness, the ownership information in the Registration Statement will be updated as required by Item 403 of Regulation S-K. The Company respectfully advises the Staff that the fifth assumption sets forth the various equity securities of Pubco to be issued in connection with the Closing, including equity securities that may be issued in connection with the PIPE financing at the Closing.

U.S. Securities and Exchange Commission

Attention: Stacie Gorman, Pam Howell, Frank Knapp and Isaac Esquivel

December 8, 2023

Page

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.

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 9 of the Registration Statement to delete the reference to the Private Securities Litigation Reform Act of 1995.

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

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 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.

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 12, 13, 35, 36, 50, 51, 96 and 97 of the Registration Statement.

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.

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 12, 35, 50 and 96 of the Registration Statement.

U.S. Securities and Exchange Commission

Attention: Stacie Gorman, Pam Howell, Frank Knapp and Isaac Esquivel

December 8, 2023

Page

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.

Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company is currently in discussions with investors regarding a potential PIPE financing. No subscription agreements have been entered into with investors for a potential PIPE financing as of the date of this letter. In the event a PIPE financing is finalized, the Company will revise the Registration Statement to provide supplemental information, add appropriate risk factors and disclose any interest or participation of the Sponsor, directors, officers or their affiliates of TWOA and impact the PIPE financing 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.

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 12, 17, 21, 34, 50, 88 and 141 of the Registration Statement.

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 required by Item 3(a) of Form F-4.

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 24. The Company acknowledges the Staff’s comment and respectfully advises the Staff that addresses in Panama City, the Republic of Panama do not have zip or postal codes.

U.S. Securities and Exchange Commission

Attention: Stacie Gorman, Pam Howell, Frank Knapp and Isaac Esquivel

December 8, 2023

Page

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.

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 52 of the Registration Statement.

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.

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 52 of the Regis

Show Raw Text
CORRESP
1
filename1.htm

Logistic
Properties of the Americas

Plaza Tempo, Edificio B

Oficina
B1, Piso 2

San
Rafael de Escazú

San
José, Costa Rica

VIA
EDGAR

December
8, 2023

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Real Estate and Construction

100
F Street, NE

Washington,
D.C. 20549

  Attention:
  Stacie
  Gorman

  Pam
  Howell

  Frank
  Knapp

  Isaac
  Esquivel

    Re:
    Logistic
                                            Properties of the Americas

    Draft
    Registration Statement on Form F-4

    Submitted
    October 19, 2023

    CIK
    No. 0001997711

Ladies
and Gentlemen:

On
behalf of our client, Logistic Properties of the Americas (the “Company”) we are writing to submit the Company’s
response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission
(the “Commission”) on November 15, 2023, regarding the Draft Registration Statement on Form F-4 submitted by the Company
to the Commission on October 19, 2023. Concurrently with this response, the Company has filed a Registration Statement on Form F-4 pursuant
to the Staff’s comments (the “Registration Statement”).

For
the Staff’s convenience, we have repeated below the Staff’s comments in bold and have followed each comment with the Company’s
response. Capitalized terms used but not defined in this letter have the meanings as defined in the Registration Statement.

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.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on the cover page of the Registration Statement. The
Company respectfully advises the Staff that there are no exchange ratios used in the merger transaction.

U.S.
Securities and Exchange Commission

Attention:
Stacie Gorman, Pam Howell, Frank Knapp and Isaac Esquivel

December
8, 2023

Page
2

 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.

Response:
The Company acknowledges the Staff’s comment and respectfully advises the Staff that it does not currently intend to follow home
country practices in lieu of certain of NYSE’s corporate governance rules. The Company has revised the disclosure on pages 38 and
206 of the Registration Statement.

 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.

Response:
In response to the Staff’s comment, the Company has added the requested disclosure on the inside front cover page and outside back
cover page of the Registration Statement.

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.

Response:
The Company acknowledges the Staff’s comment and respectfully advises the Staff that it has not entered into any financing agreements
as of the date of this letter and will provide detailed disclosure regarding any such agreements and file the agreements once they have
been executed by the relevant parties.

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.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on the cover page and on pages 15, 30, 50, 57, 63 and
213 of the Registration Statement to provide percentages at varying levels of redemptions. The Company respectfully advises the Staff
that the Company does not expect a transfer of ordinary shares by the Sponsor prior to Closing and thus deleted this assumption. The
Company confirms that to the extent any such transfers occur prior to effectiveness, the ownership information in the Registration Statement
will be updated as required by Item 403 of Regulation S-K. The Company respectfully advises the Staff that the fifth assumption sets
forth the various equity securities of Pubco to be issued in connection with the Closing, including equity securities that may be issued
in connection with the PIPE financing at the Closing.

U.S.
                                            Securities and Exchange Commission

Attention:
Stacie Gorman, Pam Howell, Frank Knapp and Isaac Esquivel

December
8, 2023

Page
3

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.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 9 of the Registration Statement to delete the
reference to the Private Securities Litigation Reform Act of 1995.

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 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.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 12, 13, 35, 36, 50, 51, 96 and 97 of the Registration
Statement.

 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.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 12, 35, 50 and 96 of the Registration Statement.

U.S.
                                            Securities and Exchange Commission

Attention:
Stacie Gorman, Pam Howell, Frank Knapp and Isaac Esquivel

December
8, 2023

Page
4

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.

Response:
The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company is currently in discussions with
investors regarding a potential PIPE financing. No subscription agreements have been entered into with investors for a potential PIPE
financing as of the date of this letter. In the event a PIPE financing is finalized, the Company will revise the Registration Statement
to provide supplemental information, add appropriate risk factors and disclose any interest or participation of the Sponsor, directors,
officers or their affiliates of TWOA and impact the PIPE financing 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.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 12, 17, 21, 34, 50, 88 and 141 of the Registration
Statement.

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 required by Item 3(a) of Form
                                            F-4.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 24. The Company acknowledges the Staff’s
comment and respectfully advises the Staff that addresses in Panama City, the Republic of Panama do not have zip or postal codes.

U.S.
Securities and Exchange Commission

Attention:
Stacie Gorman, Pam Howell, Frank Knapp and Isaac Esquivel

December
8, 2023

Page
5

 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.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 52 of the Registration Statement.

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.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 52 of the Regis