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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

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File numbers found in text: 333-275972

Referenced dates: November 15, 2023

Date
March 5, 2024
Author
Michael L. Fitzgerald
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

March 5, 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. 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

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

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.