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Correspondence 0001493152-24-007673 from Logistic Properties of the Americas (LPA)

Logistic Properties of the Americas
Date: Feb. 23, 2024 · CIK: 0001997711 · Accession: 0001493152-24-007673

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File numbers found in text: 333-275972

Date
Feb. 23, 2024
Author
/s/ Michael
Form
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

February 23, 2024

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

Amendment No. 1 to Registration Statement on Form F-4

Filed January 6, 2024

File No. 333-275972

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 February 2, 2024, regarding Amendment No. 1 to the Registration Statement on Form F-4/A filed by the Company on January 6, 2024. Concurrently with this response, the Company has filed Amendment No. 2 to the Registration Statement on Form F-4/A pursuant to the Staff’s comments (the “Amended 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. Disclosure changes made in response to the Staff’s comments have been made in the Amended Registration Statement, which is being filed with the Commission contemporaneously with the submission of this letter.

Amendment No. 1 to Registration Statement on Form F-4

If we are unable to complete a PIPE or otherwise raise funds to meet the Minimum Cash Condition ...., page 53

1. Please revise to provide additional disclosure regarding the risks associated with obtaining PIPE financing on terms not favorable to you, including the impact upon non-redeeming shareholders, including dilution in percentage ownership, potential pricing of the PIPE financing below the amount per share in the trust and the dilution in book value per share.

Response: In response to the Staff’s comment, the Company has revised the disclosure in this risk factor on page 53 of the Amended Registration Statement.

Financial Projections, page 109

2. Please disclose the projections that Marshall & Stevens extended through 2030 and the assumptions underlying such projections. We note that such projections were utilized by Marshall & Stevens and are therefore material to investors in understanding the calculations utilized in rendering the fairness opinion.

Response: In response to the Staff’s comment, the Company has disclosed these projections and the underlying assumptions on page 109 of the Amended Registration Statement.

Management of Pubco Following the Business Combination, page 200

3. Please provide the compensation information required by Item 6.B of Form 20-F, as required by Item 18(a)(7)(ii) of Form F-4. Please also discuss any changes planned to the compensation as a result of this business combination and becoming a public company.

Response: In response to the Staff’s comment, the Company has provided the disclosure on pages 173 and 213 of the Amended Registration Statement.

Index to Financial Statements, page F-1

4. We note the audited financial statements of Latam Logistic Properties, S.A. are older than 12 months. Please update your financial statements and related disclosure pursuant to Item 14 of Form F-4 and Item 8.A.4 of Form 20-F or, if applicable, provide the appropriate representations required by Instruction 2 to Item 8.A.4 in an exhibit to the filing.

Response: In response to the Staff’s comment, the Company has filed a letter with the representations required by Instruction 2 to Item 8.A.4 as Exhibit 99.2 to the Amended Registration Statement.

***

We thank the Staff for its review of the foregoing. If you have further comments, please feel free to contact the undersigned by phone at (212) 626-4460 or via e-mail at michael.fitzgerald@bakermckenzie.com.

Sincerely,
/s/ Michael
L. Fitzgerald

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

February
23, 2024

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

    Amendment No. 1 to Registration Statement on Form
    F-4

    Filed January 6, 2024

    File No. 333-275972

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 February 2, 2024, regarding Amendment No. 1 to the Registration Statement on Form F-4/A filed
by the Company on January 6, 2024. Concurrently with this response, the Company has filed Amendment No. 2 to the Registration Statement
on Form F-4/A pursuant to the Staff’s comments (the “Amended 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. Disclosure changes made in response to the Staff’s comments have been made in the Amended Registration Statement, which
is being filed with the Commission contemporaneously with the submission of this letter.

Amendment
No. 1 to Registration Statement on Form F-4

If
we are unable to complete a PIPE or otherwise raise funds to meet the Minimum Cash Condition ...., page 53

    1.
    Please revise to provide
    additional disclosure regarding the risks associated with obtaining PIPE financing on terms not favorable to you, including the impact
    upon non-redeeming shareholders, including dilution in percentage ownership, potential pricing of the PIPE financing below the amount
    per share in the trust and the dilution in book value per share.

Response:
In response to the Staff’s comment, the Company has revised the disclosure in this risk factor on page 53 of the Amended Registration
Statement.

Financial
Projections, page 109

    2.
    Please disclose the
    projections that Marshall & Stevens extended through 2030 and the assumptions underlying such projections. We note that such
    projections were utilized by Marshall & Stevens and are therefore material to investors in understanding the calculations utilized
    in rendering the fairness opinion.

Response:
In response to the Staff’s comment, the Company has disclosed these projections and the underlying assumptions on page 109 of the
Amended Registration Statement.

Management
of Pubco Following the Business Combination, page 200

    3.
    Please provide the compensation
    information required by Item 6.B of Form 20-F, as required by Item 18(a)(7)(ii) of Form F-4. Please also discuss any changes planned
    to the compensation as a result of this business combination and becoming a public company.

Response:
In response to the Staff’s comment, the Company has provided the disclosure on pages 173 and 213 of the Amended Registration
Statement.

Index
to Financial Statements, page F-1

    4.
    We note the audited
    financial statements of Latam Logistic Properties, S.A. are older than 12 months. Please update your financial statements and related
    disclosure pursuant to Item 14 of Form F-4 and Item 8.A.4 of Form 20-F or, if applicable, provide the appropriate representations
    required by Instruction 2 to Item 8.A.4 in an exhibit to the filing.

Response:
In response to the Staff’s comment, the Company has filed a letter with the representations required by Instruction 2 to Item 8.A.4
as Exhibit 99.2 to the Amended Registration Statement.

***

We
thank the Staff for its review of the foregoing. If you have further comments, please feel free to contact the undersigned by phone at
(212) 626-4460 or via e-mail at michael.fitzgerald@bakermckenzie.com.

    Sincerely,

    /s/ Michael
    L. Fitzgerald

    Michael L. Fitzgerald

    Baker & McKenzie LLP

    Cc:
    Joshua N. Englard

    Partner

    Ellenoff Grossman & Schole LLP

    Esteban Saldarriaga

    Chief Executive Officer

    LatAm Logistic Properties, S.A.