Correspondence 0001493152-24-008922 from Logistic Properties of the Americas (LPA)
Logistic Properties of the Americas
Date: March 5, 2024 · CIK: 0001997711 · Accession: 0001493152-24-008922
AI Filing Summary & Sentiment
File numbers found in text: 333-275972
Referenced dates: November 15, 2023
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CORRESP
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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
March
5, 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. 2 to Registration Statement on Form F-4
Filed
February 23, 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 29, 2024, regarding Amendment No. 2 to the Registration Statement on Form F-4/A filed
by the Company on February 23, 2024. Concurrently with this response, the Company has filed Amendment No. 3 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. 2 to Form F-4
Questions
and Answers about the Business Combination
What equity stake will current Public Shareholders,, page 14
1.
Please
update the cross-reference to the risk factor related to PIPE financing. Additionally, please update your disclosure throughout with
respect to the PIPE financing, for example, on page 102.
Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 15, 29, 97, 125 and 135 of the Amended
Registration Statement.
Risk
Factors
If we are unable to raise additional funds..., page 53
2.
We
note your response to prior comment 1 of our letter. Please expand the risk to specifically address the pricing of the PIPE financing
below the amount per share in the trust and the dilution in book value per share. We also note your responses to prior comments 4
and 9 of our letter dated November 15, 2023, and that you have now entered into a PIPE financing agreement. Please advise if you
have entered into any other financing agreements, and, if so, please provide more detailed disclosure regarding such agreements in
the prospectus and file the agreement(s) as appropriate. Additionally, please describe how the terms and price of securities issued
in the current financing and any other private offerings compare to the terms and price of the securities issued in your initial
public offering. Please clearly disclose any impact this and any other financings have or may have relating to the anti-dilution
provisions of the class B ordinary shares.
Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages
53 and 102 of the Amended Registration Statement to specifically note (i) that the pricing
of the PIPE financing is below the amount per share in the trust, (ii) how that pricing compares
to the price of the securities issued in TWOA’s initial public offering and (iii) the
impact that the PIPE financing and any other financings have or may have on the anti-dilution
provisions of the class B ordinary shares. The Company respectfully advises the Staff that
no discussion of dilution in book value per share has been added to the risk factor because
the issuance of the PIPE Shares is anti-dilutive, since TWOA’s book value per share
as of December 31, 2023 was $4.35, which amount is substantially less than the per share price
in the PIPE financing. The Company further advises the Staff that it has not entered into
any other financing agreements as of the date of this letter.
Executive
Officers and Directors Compensation, page 173
3.
We
note the revisions made in response to prior comment 3. Please confirm, if true, that individual disclosure of compensation is not
required in the company’s home country and is not otherwise publicly disclosed by the company. Otherwise, please revise to
provide the compensation on an individual basis, as required by Item 6.B of Form 20-F, as required by Item 18(a)(7)(ii) of Form F-4.
In addition, please clearly identify the certain executives who will receive one-time bonuses consisting of cash and equity awards
in connection with the consummation of the Business Combination and clearly disclose the amount of such bonuses.
Response:
The Company acknowledges the Staff’s comment and confirms that individual disclosure
of compensation is not required in the Company’s home country (Cayman Islands) or LLP’s
home country (Panama) and is not otherwise publicly disclosed by LLP or the Company, including
pursuant to the SFC’s (Superintendencia Financiera de Colombia) obligations
for issuers of securities in Colombia. Therefore, the compensation and benefits information
is provided on an aggregate basis for directors and executive officers, as permitted under
Item 6.B of Form 20-F. In addition, in response to the Staff’s comment, the Company
has revised the disclosure on page 213 of the Amended Registration Statement to identify
the executives who will receive one-time bonuses consisting of cash and equity awards in
connection with the consummation of the Business Combination and disclose the amount of such
one-time bonuses in the aggregate.
General
4.
We
note the PIPE Financing. Please disclose the material terms of the transaction throughout the prospectus, as needed. Please clearly
identify the purchaser(s) and disclose any affiliation with TWOA, its sponsor or affiliates, or LLP, its officers, directors or affiliates.
Please file the signed agreement, rather than the form of the agreement. Provide clear disclosure throughout the prospectus disclosing
that the PIPE is not sufficient to guarantee the company meets the minimum cash condition and comparing the amount per share in the
trust to the amount per share of the PIPE financing.
Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages
29, 53, 97, 102, 125 and 135 of the Amended Registration Statement and has filed the signed
agreement for the PIPE financing as Exhibit 10.35 of 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.