Latam Logistic Properties, S.A. signed a letter of intent to acquire two (NYSE:TWOA) from HC PropTech Partners III LLC, Radcliffe Capital Management, L.P., Mizuho Financial Group, Inc. (TSE:8411), Picton Mahoney Asset Management, Polar Asset Management Partners Inc. and First Trust Merger Arbitrage Fund managed by First Trust Capital Management L.P. for approximately $290 million in a reverse merger transaction on June 5, 2023. LatAm Logistic Properties, S.A. (LLP) entered into a definitive business combination agreement to acquire two from Radcliffe Capital Management, L.P., HC PropTech Partners III LLC and others for approximately $300 million in a reverse merger transaction on August 15, 2023. As reported, 28,600,000 TWOA ordinary shares will be issued to LLP?s shareholders. Pursuant to the Business Combination Agreement, LLP would become publicly listed on a U.S. stock exchange. The combined company will have an estimated post-transaction enterprise value of $578 million, based on a pre-money equity value of LLP of $286 million, with a minimum of $25 million in net cash proceeds from the Business Combination and assuming 70% redemptions by TWOA's existing public shareholders. Upon completion of the Business Combination, the TWOA public shareholders would own approximately 10.9% of the Pubco Ordinary Shares, the Sponsor, initial shareholders of TWOA and other holders of Founder Shares would own approximately 10.8% of the Pubco Ordinary Shares, and LLP shareholders would own approximately 74.4% of the Pubco ordinary shares. Upon closing of the Business Combination, the senior leadership of Pubco will consist of Thomas McDonald, as Chairman; Esteban Saldarriaga, as Chief Executive Officer; and Annette Fernández, as Chief Financial Officer.

The Business Combination is conditional upon TWOA and LLP shareholders? approval; the expiration or termination of any applicable waiting period under any antitrust laws; obtaining any material regulatory approvals and third-party consents; either TWOA (immediately prior to the closing) or Pubco (upon the consummation of the closing) having at least $5,000,001 in net tangible assets as of the closing; the effectiveness of the registration statement of which this proxy statement/prospectus is a part; the Pubco Ordinary Shares having been approved for listing on the NYSE and receipt by LLP of the Registration Rights Agreement and the Founder Registration Rights Agreement Amendment, and execution of certain ancillary documents including Voting Agreement, the Lock-Up Agreement, and the Employment Agreements. The agreement has been unanimously approved by the Boards of Directors of both LLP and TWOA. The Extraordinary General Meeting of TWOA to approve the agreement will be held on March 25, 2024. The merger was approved at an extraordinary general meeting of TWOA shareholders held on March 25, 2024. The transaction is expected to close in the fourth quarter of 2023. As of December 12, 2023, the transaction is expected to close in the first quarter of 2024, subject to the registration statement being declared effective by the SEC, along with regulatory and both companies? shareholder approvals, and the satisfaction or waiver of other closing conditions.

BTG Pactual is acting as exclusive M&A advisor to LLP. Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (?CCM?), is acting as exclusive financial advisor and lead capital markets advisor to TWOA. Michael Fitzgerald, Steven G. Canner, Joy Gallup, Michelle Rae Heisner, Kai R. Kramer and Lane Morgan of Baker & McKenzie LLP is acting as U.S. counsels to LLP. Ellenoff Grossman & Schole LLP is acting as U.S. counsel to TWOA. Gateway Group is acting as investor relations advisors to both TWOA and LLP. Dukas Linden Public Relations is acting as public relations advisors to both TWOA and LLP. Óscar Trelles and Ina Drago of Cuatrecasas acted as legal advisors to TWOA in the transaction. Continental Stock Transfer & Trust Company acted as transfer agent and registrar to TWOA in the transaction. CohnReznick LLP, Aon PLC, Arias Law, Cuatrecasas Gonçalves Pereira, S.L.P. acted as due diligence advisors to TWOA in the transaction. Marshall & Stevens Transaction Advisory Services LLC acted as fairness opinion provider to TWOA and received a fee of $122,500 for its services. Oppenheimer & Co. Inc. acted as a financial advisor to TWOA and will receive a fee of $7 million. Morrow Sodali acted as information agent to TWOA and will receive a fee of $25000 plus out-of-pocket expenses.

Latam Logistic Properties, S.A. completed the acquisition of two (NYSE:TWOA) from HC PropTech Partners III LLC, Radcliffe Capital Management, L.P., Mizuho Financial Group, Inc. (TSE:8411), Picton Mahoney Asset Management, Polar Asset Management Partners Inc. and First Trust Merger Arbitrage Fund managed by First Trust Capital Management L.P. in a reverse merger transaction on March 27, 2024. Upon the completion of the Business Combination, LLP and TWOA became subsidiaries of Logistic Properties of the Americas, a Cayman Islands exempted company (?LPA?). Beginning on March 28, 2024, LPA?s ordinary shares are expected to begin trading on the NYSE American under the ticker symbol ?LPA?.