SecProbe.io

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 May 1, 2025

Esteban Saldarriaga
Chief Executive Officer
Logistic Properties of the Americas
601 Brickell Key Drive, Suite 700
Miami, FL 33131

 Re: Logistic Properties of the Americas
 Registration Statement on Form F-3
 Filed April 29, 2025
 File No. 333-286813
Dear Esteban Saldarriaga:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Pearlyne Paulemon at 202-551-8714 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Joy K. Gallup, Esq.
</TEXT>
</DOCUMENT>

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

 May
1, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission Division of Corporation Finance

 Office
of Real Estate & Construction 100 F Street N.E.

 Washington,
D.C. 20549

 Re:
 Logistic
 Properties of the Americas

 Registration
 Statement on Form F-3

 Filed
 April 29, 2025

 File
 No. 333-286813

 Ladies
and Gentleman:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Logistic Properties of the Americas hereby requests acceleration of effectiveness
of the above referenced Registration Statement so that it will become effective at 4:00 p.m. ET on Monday, May 5, 2025, or as soon as
practicable thereafter.

 In
connection with this request, the Company acknowledges its obligations under the Securities Act.

 Please
contact Joy K. Gallup of Baker & McKenzie LLP at (212) 626-4462 or Joy.Gallup@bakermckenzie.com to provide notice of the effectiveness
of the Registration Statement. The Company hereby authorizes Joy K. Gallup to orally modify or withdraw this request for acceleration.

 Very
 truly yours,

 /S/
 Esteban Saldarriaga

 Esteban
 Saldarriaga

 Chief
 Executive Officer

 cc:
Joy K. Gallup, Baker & McKenzie LLP

CORRESP
1
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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

September
18, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission Division of Corporation Finance

Office
of Real Estate & Construction 100 F Street N.E.

Washington,
D.C. 20549

  Re:
  Logistic Properties of the Americas

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

  Filed September 18,
  2024

File
No. 333-281935

Ladies
and Gentleman:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Logistic Properties of the Americas hereby requests acceleration of effectiveness
of the above referenced Registration Statement so that it will become effective at 4:00 p.m. ET on Friday, September 20,
2024, or as soon as practicable thereafter.

In
connection with this request, the Company acknowledges its obligations under the Securities Act.

Please
contact Joy K. Gallup of Baker & McKenzie LLP at (212) 626-4462 or Joy.Gallup@bakermckenzie.com to provide notice of the effectiveness
of the Registration Statement. The Company hereby authorizes Joy K. Gallup to orally modify or withdraw this request for acceleration.

  Very truly yours,

  /S/ Esteban Saldarriaga

  Esteban Saldarriaga

  Chief Executive Officer

cc:
Joy K. Gallup, Baker & McKenzie LLP

September 12, 2024
Esteban Saldarriaga
Chief Executive Officer
Logistic Properties of the Americas
601 Brickell Key Drive
Suite 700
Miami, FL 33131
Re:Logistic Properties of the Americas
Registration Statement on Form F-1
Filed September 5, 2024
File No. 333-281935
Dear Esteban Saldarriaga:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Ruairi Regan at 202-551-3269 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Joy K. Gallup, Esq.

CORRESP
1
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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

March
11, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Real Estate & Construction

100
F Street N.E.

Washington,
D.C. 20549

    Re:

    Logistic
    Properties of the Americas

    Amendment
    No. 3 to Registration Statement on Form F-4

    Filed
    March 6, 2024

    File
    No. 333-275972

Ladies
and Gentleman:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Logistic Properties of the Americas hereby requests acceleration of effectiveness
of the above referenced Registration Statement so that it will become effective at 4:00 p.m. ET on Tuesday, March 12, 2024, or as soon
as practicable thereafter.

    Very
    truly yours,

    /s/
    Esteban Saldarriaga

    Esteban
    Saldarriaga

    Chief
    Executive Officer

    cc:
    Baker
    & McKenzie LLP

    Ellenoff
    Grossman & Schole LLP

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.

United States securities and exchange commission logo
February 29, 2024
Esteban Saldarriaga
Chief Executive Officer
Logistic Properties of the Americas
Plaza Tempo, Edificio B
Oficina B1, Piso 2
San Rafael de Escazú
San José, Costa Rica
Re:Logistic Properties of the Americas
Amendment No. 2 to Registration Statement on Form F-4
Filed February 23, 2024
File No. 333-275972
Dear Esteban Saldarriaga:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our February 2, 2024, 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.
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

 FirstName LastNameEsteban  Saldarriaga
 Comapany NameLogistic Properties of the Americas
 February 29, 2024 Page 2
 FirstName LastName
Esteban  Saldarriaga
Logistic Properties of the Americas
February 29, 2024
Page 2
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.
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.
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.
            Please contact Frank Knapp at 202-551-3805 or Isaac Esquivel at 202-551-3395 if you
have questions regarding comments on the financial statements and related matters. Please
contact Stacie Gorman at 202-551-3585 or Pam Howell at 202-551-3357 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Michael L. Fitzgerald, Esq.

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

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.

United States securities and exchange commission logo
February 2, 2024
Esteban Saldarriaga
Chief Executive Officer
Logistic Properties of the Americas
Plaza Tempo, Edificio B
Oficina B1, Piso 2
San Rafael de Escazú
San José, Costa Rica
Re:Logistic Properties of the Americas
Amendment No. 1 to Registration Statement on Form F-4
Filed January 6, 2024
File No. 333-275972
Dear Esteban Saldarriaga:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
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.

 FirstName LastNameEsteban  Saldarriaga
 Comapany NameLogistic Properties of the Americas
 February 2, 2024 Page 2
 FirstName LastName
Esteban  Saldarriaga
Logistic Properties of the Americas
February 2, 2024
Page 2
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.
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.
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.
            Please contact Frank Knapp at 202-551-3805 or Isaac Esquivel at 202-551-3395 if you
have questions regarding comments on the financial statements and related matters. Please
contact Stacie Gorman at 202-551-3585 or Pam Howell at 202-551-3357 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Michael L. Fitzgerald, Esq.

United States securities and exchange commission logo
December 21, 2023
Esteban Saldarriaga
Chief Executive Officer
Logistic Properties of the Americas
Plaza Tempo, Edificio B
Oficina B1, Piso 2
San Rafael de Escazú
San José, Costa Rica
Re:Logistic Properties of the Americas
Registration Statement on Form F-4
Filed December 8, 2023
File No. 333-275972
Dear Esteban Saldarriaga:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form F-4
Share Calculations and Ownership Percentages, page 7
1.We note that in response to prior comments 5, 13, and 16 you have revised your
disclosure to add only a 10% interim redemption assumption. Please revise your
sensitivity analysis disclosure throughout the prospectus to provide a range of interim
redemption levels. Also clarify how you calculated the maximum redemption level. The
maximum redemption level should assume that only $5,000,001 remains in the trust
account.

 FirstName LastNameEsteban  Saldarriaga
 Comapany NameLogistic Properties of the Americas
 December 21, 2023 Page 2
 FirstName LastNameEsteban  Saldarriaga
Logistic Properties of the Americas
December 21, 2023
Page 2
Market and Industry Data, page 8
2.We note your revised disclosure that the accuracy or completeness of
information provided by third parties is not guaranteed. This statement appears to disclaim
the issuer’s responsibility for information in the registration statement. Because this is not
consistent with the liability provisions of the Securities Act, please revise.
Risk Factors Summary, page 38
3.We note your response to prior comment 15. Please disclose your material debt covenants,
including your debt limit under Management’s Discussion and Analysis of Financial
Condition and Results of Operations of LLP—Debt.
Certain Unaudited Projected Financial Information, page 104
4.We note your response to prior comment 27. Please clarify your disclosure and explain the
basis for your statement that the expected state of LLP in 2024 was not steady state. Also
explain the basis for the concept that LLP was expected to steadily decelerate its growth
profile from 2024 through 2030.
Guideline Public Company Analysis, page 110
5.We note your response to prior comment 29. Please disclose your response in this section
of the filing.
Material U.S. Federal Income Tax Considerations, page 113
6.We note your response to prior comment 31. In the risk factor on page 58, please clarify
the risk to holders of Class A Ordinary Shares or Pubco Ordinary Shares based your
statement that "TWOA believes that it will likely be considered a PFIC for the taxable
year that includes the Business Combination."
Unaudited Pro Forma Condensed Combined Financial Information, page 128
7.Please explain the absence of any Income Tax (Expense) Benefit adjustments giving
effect to any expense adjustments included in the Transaction Accounting Adjustments
columns of the Unaudited Pro Forma Condensed Combined Statements of Profit or Loss
for the Nine Months Ended September 30, 2023 and Year Ended December 31, 2022. We
refer you to Regulation S-X Rule 11-02(b)(5)(i).
8.Please expand your disclosure in notes I and CC on pages 137 and 138, respectively, to
explain how the $10.62 estimated fair market value per LLP share was determined,
including related assumptions and methodologies used.
Land Reserves, page 162
9.We note your response to prior comment 34. Please disclose your response in this section
of the filing.

 FirstName LastNameEsteban  Saldarriaga
 Comapany NameLogistic Properties of the Americas
 December 21, 2023 Page 3
 FirstName LastNameEsteban  Saldarriaga
Logistic Properties of the Americas
December 21, 2023
Page 3
Financial Statement Schedules
Schedule I - Parent Company Only Condensed Financial Information, page F-132
10.We note your response to prior comment 44. Please explain further why you do not
believe that Schedule III prescribed by Rules 5-04 and 12-28 of Regulation S-X is
required to be provided. While we note that certain data is not applicable (i.e.,
depreciation), other data from the schedule appears to be applicable to your financial
statements.
General
11.We understand that Citigroup Global Markets Inc., the underwriter in the SPAC IPO,
waived the deferred underwriting commissions that would otherwise be due to it upon the
closing of the business combination. Please disclose how this waiver was obtained, why
the waiver was agreed to, and clarify TWOA's current relationship with Citigroup Global
Markets Inc.
12.Please describe what relationship existed between Citigroup Global Markets Inc. and
TWOA after the close of the IPO, including any financial or merger-related advisory
services conducted by Citigroup Global Markets Inc. For example, clarify whether
Citigroup Global Markets Inc. had any role in the identification or evaluation of business
combination targets.
13.Please tell us whether Citigroup Global Markets Inc. was involved in the preparation of
any disclosure that is included in the Form F-4 registration statement, including any
analysis underlying disclosure in the registration statement. If so, clarify their
involvement, whether they have retracted any work product associated with the
transaction, and the risk of such withdrawal and reliance on their expertise. Further, please
clarify that Citigroup Global Markets Inc. claims no role in TWOA's business
combination transaction and has affirmatively disclaimed any responsibility for any of the
disclosure in this registration statement.
14.Please tell us whether you are aware of any disagreements with Citigroup Global Markets
Inc. regarding the disclosure in your registration statement. Further, please add risk factor
disclosure that clarifies that Citigroup Global Markets Inc. was to be compensated, in part,
on a deferred basis for its underwriting services in connection with the SPAC IPO and
such services have already been rendered, yet Citigroup Global Markets Inc. is waiving
such fees and, if applicable, disclaiming responsibility for the Form F-4 registration
statement. Clarify the unusual nature of such a fee waiver and the impact of it on the
evaluation of the business combination.
15.Please disclose whether Citigroup Global Markets Inc. provided you with any reasons for
the fee waiver. If there was no dialogue and you did not seek out the reasons why
Citigroup Global Markets Inc. was waiving deferred fees, despite already completing their
services, please indicate so in your registration statement. Further, revise the risk factor

 FirstName LastNameEsteban  Saldarriaga
 Comapany NameLogistic Properties of the Americas
 December 21, 2023 Page 4
 FirstName LastName
Esteban  Saldarriaga
Logistic Properties of the Americas
December 21, 2023
Page 4
disclosure to explicitly clarify that Citigroup Global Markets Inc. has performed all their
obligations to obtain the fee and therefore is gratuitously waiving the right to be
compensated.
16.Please provide us with any correspondence between Citigroup Global Markets Inc. and
TWOA relating to the Citigroup Global Markets Inc. waiver agreement. Also provide us
with any engagement letters between Logistic Properties of the Americas and Citigroup
Global Markets Inc.
17.Please disclose that TWOA has filed a definitive proxy statement to seek shareholder
approval to extend the business combination termination date from January 1, 2024 until
July 1, 2024. Also disclose that TWOA shareholders will have the opportunity to redeem
their shares in connection with the approval of the extension amendment proposal.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Frank Knapp at 202-551-3805 or Isaac Esquivel at 202-551-3395 if you
have questions regarding comments on the financial statements and related matters. Please
contact Stacie Gorman at 202-551-3585 or Brigitte Lippmann at 202-551-3713 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Michael L. Fitzgerald, Esq.

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

United States securities and exchange commission logo
November 15, 2023
Thomas Hennessy
Chairman of the Board
Logistic Properties of the Americas
Plaza Tempo, Edificio B
Oficina B1, Piso 2
San Rafael de Escazú
San José, Costa Rica
Re:Logistic Properties of the Americas
Draft Registration Statement on Form F-4
Submitted October 19, 2023
CIK No. 0001997711
Dear Thomas Hennessy:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
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.
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.

 FirstName LastNameThomas  Hennessy
 Comapany NameLogistic Properties of the Americas
 November 15, 2023 Page 2
 FirstName LastNameThomas  Hennessy
Logistic Properties of the Americas
November 15, 2023
Page 2
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.
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.
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.
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.
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

 FirstName LastNameThomas  Hennessy
 Comapany NameLogistic Properties of the Americas
 November 15, 2023 Page 3
 FirstName LastNameThomas  Hennessy
Logistic Properties of the Americas
November 15, 2023
Page 3
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.
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.
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.
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.
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 reqired by
Item 3(a) of Form F-4.
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.

 FirstName LastNameThomas  Hennessy
 Comapany NameLogistic Properties of the Americas
 November 15, 2023 Page 4
 FirstName LastNameThomas  Hennessy
Logistic Properties of the Americas
November 15, 2023
Page 4
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.
Organizational Structure, page 30
14.Please revise the chart to clarify the percentages held by each group and provide footnote
disclosure to identify the current insiders, the TWOA initial shareholders, and the other
shareholders.
Risk Factors Summary, page 38
15.Please add summary risk factors to address supply chain risks, inflation risks, the risk that
you may change your investment strategy without shareholder approval, and, if true, that
there is no limit on the amount of leverage you may incur. Further, please expand the 11th
bullet point to disclose that you have, in the past, violated covenants associated with your
loan agreements and anticipate future debt waivers, or restructuring for the Bancolombia
loan, and the impact this could have on your ability to obtain loans in the future and the
impact this could have on your business and investors. Please also expand your risk factor
disclosure.
The LLP shareholders, whose interests may conflict with yours..., page 57
16.We note that, based on your disclosure on page 27, as a condition to closing you must still
have $5,000,001 in the trust account. However, the disclosure in this risk factor and the
following one, assumes closing with all of the shareholders of TWOA having redeemed
their shares. Please advise, or revise your disclosure to reflect the actual number of shares
that will still be held by TWOA's shareholders in order to go forward with the business
combination.
An increase in competition could lead to lower occupany..., page 70
17.We note your disclosure in the last paragraph that a limited number of space would result
in a higher likelihood of increased vacancy rates.  Please explain the correlation.
Increases in the price of energy, raw materials, equipment or wages could increase our operating
costs, page 78
18.We note the disclosure of recent rising costs. Please clarify the resulting impact to the
company of these price increases. Please also identify actions planned or taken, if any, to
mitigate inflationary pressures. Further, please revise the MD&A, in particular to discuss
the impact inflation has had to date on your business and operations.

 FirstName LastNameThomas  Hennessy
 Comapany NameLogistic Properties of the Americas
 November 15, 2023 Page 5
 FirstName LastNameThomas  Hennessy
Logistic Properties of the Americas
November 15, 2023
Page 5
We are subject to fluctuations in interest rates, page 80
19.Please revise to specifically disclose whether the increased interest rates have materially
impacted your business or are expected to materially impact your business. To the extent
material please also revise the MD&A.
Extraordinary General Meeting of the Shareholders
Marshall & Stevens Opinion, page 86
20.We note your disclosure that the fairness opinion "is provided only for informational
purposes and is not for the benefit of or to be relied on by any person or entity other than
the board of TWOA."  Further, we note similar disclosure in the third paragraph on page
E-2 and the first paragraph on page E-4 of the fairness opinion. Please either revise this
disclosure and the fairness opinion itself to remove these statements or provide the legal
basis for the company's and the advisor's belief that security holders cannot rely on the
opinion to bring state law actions, including a description of any state law authority on
such a defense. If no such authority exists, please disclose that the issue will be resolved
by a court, resolution of the issue will have no effect on rights and responsibilities of the
board under state law, and the availability of this defense has no effect on the rights and
responsibilities of either the advisor or the board under the federal securities laws.
Proposal 1: The Business Combination Proposal
Background of the Business Combination, page 97
21.We note that you met with 15 parties and sent out indications of interests to three
companies. Please disclose how you determined to proceed with LLP instead of the other
entities. Please also clarify how Mr. Hennessey determined to reach out to Jaguar,
majority owner of LLP, on April 5, 2023 and whether the parties knew each other before
this initial discussion.

22.Please clarify if HC PropTech Partners, its management or affiliates have been involved in
SPAC transactions in the past, and, if so, please provide balanced disclosure related to
prior outcomes of attempted or completed business combinations. Further, please clarify
whether HC PropTech Partners has other SPACs in the process of searching for a target
company, and whether they considered more than one active SPAC to be the potential
acquirer and how the final decision was reached for TWOA to acquire LLP.
23.Please revise the disclosure regarding the meetings held in April and May 2023, to address
in more detail the activities that occurred and the matters covered in those meetings.
Please disclose any discussions regarding proposed terms, any discussions relating to the
assumptions underlying any target projections, any discussions about the need to obtain
additional financing for the combined company, and a more detailed discussion of the
communications with potential PIPE investors and the current status of any negotiations.

 FirstName LastNameThomas  Hennessy
 Comapany NameLogistic Properties of the Americas
 November 15, 2023 Page 6
 FirstName LastNameThomas  Hennessy
Logistic Properties of the Americas
November 15, 2023
Page 6
24.Please identify all individuals participating in the noted meetings and negotiations
regarding the business combination.
25.Please clarify whether you have entered into an agreement with Cohen and Cohen or any
other investment bank regarding presenting you companies to acquire. Please clarify when
those relationships commenced.
26.Please amend your disclosure to briefly describe how you arrived at the amount of
consideration being $286 million for the aggregate valuation for the LLP shares.
Certain Unaudited Projected Financial Information, page 104
27.We note the disclosure on page 108 that Marshall & Stevens extended these projections
through 2030.  Please clearly disclose these additional projections and the assumptions
underlying them.
Opinion of Marshall & Stevens
Fees Paid to Marshall and Stevens, page 108
28.Please quantify the fee that TWOA paid to Marshall and Stevens when it rendered its
fairness opinion. Refer to Item 4(b) of Form S-4 and Item 1015(b)(4) of Regulation M-A.
Guideline Public Company Analysis, page 110
29.We note that the combined company intends to invest in industrial and logistics
properties. However, some of the companies used for comparison purposes do not appear
to have those real estate assets as their focus. For example, Howard Hughes Corporation
focuses on commercial, residential and mixed-use properties in the United States.  Please
advise why the particular companies were chosen for comparison purposes given their
focus on different asset classes from you.
Material U.S. Federal Income Tax Considerations, page 113
30.We note the disclosure that it is the opinion of TWOA’s counsel, Ellenoff Grossman
& Schole LLP, that the SPAC Merger, together with the transactions contemplated by the
Business Combination Agreement, will qualify as an exchange described in Section
351(a) of the Code. However, we note that you have excluded PFIC rules from the
opinion. It appears inappropriate to exclude from the scope of the opinion the PFIC rules.
See Staff Legal Bulletin