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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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