UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549










FORM
20-F












(Mark
One)



|☐ | REGISTRATION STATEMENT PURSUANT
  TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------------------



OR



|☐ | ANNUAL REPORT PURSUANT TO
  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | --------------------------------------------------------------------------------------



For
the fiscal year ended__________________



OR



|☐ | TRANSITION REPORT PURSUANT
  TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------------



OR



|☒ | SHELL COMPANY REPORT PURSUANT
  TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------------



Date
of event requiring this shell company report: March 27, 2024



For
the transition period from ____________________________ to ___________________________



Commission
File Number: 333-275972










Logistic
Properties of the Americas

(Exact
name of Registrant as specified in its charter)










|Not
    Applicable                                  |  | Cayman
    Islands                                 
|--------------------------------------------------- |  | ---------------------------------------------------
|(Translation
    of Registrant’s name into English) |  | (Jurisdiction
    of incorporation or organization)



601
Brickell Key Drive

Suite
700

Miami,
FL 33131

(Address
of principal executive offices)



Esteban
Saldarriaga, Chief Executive Officer

Plaza
Tempo, Edificio B

Oficina
B1, Piso 2

San
Rafael de Escazú,

San
José, Costa Rica

+506
2204 7020

(Name,
Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)










Securities
registered or to be registered pursuant to Section 12(b) of the Act:



|Title
    of each class                         |  | Trading
    Symbols |  | Name
    of each exchange on which registered
|----------------------------------------------- |  | ------------------- |  | ---------------------------------------------
|Ordinary
    Shares, par value $.0001 per share |  | LPA                 |  | NYSE
    American                            



Securities
registered or to be registered pursuant to Section 12(g) of the Act: None



Securities
for which there is a reporting obligation pursuant to Section 15(d) of the Act: None



Indicate
the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered
by the shell company report: As of March 28, 2024, the issuer had 31,709,747 ordinary shares outstanding.



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒



If
this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☐



Note
– Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 from their obligations under those Sections.



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒



Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☒ No ☐



Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth
company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company”
in Rule 12b-2 of the Exchange Act.



|Large
    accelerated filer | ☐ | Accelerated
    filer       | ☐
|--------------------------- | - | --------------------------- | -
|                            |   |                             |  
|Non-accelerated
    filer   | ☒ | Emerging
    growth company | ☒



If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided
pursuant to Section 13(a) of the Exchange Act. ☐



†
The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards
Board to its Accounting Standards Codification after April 5, 2012.



Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☐



If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐



Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐



Indicate
by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:



☐
U.S. GAAP

☒
International Financial Reporting Standards as issued by the International Accounting Standards Board

☐
Other



If
“Other” has been checked in response to the previous question, indicate by check mark which financial statement item the
registrant has elected to follow. Item 17 ☐ Item 18 ☐



If
this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes ☐ No ☐


















TABLE
OF CONTENTS





|EXPLANATORY
    NOTE                                                                      | 3 
|----------------------------------------------------------------------------------------- | --
|CAUTIONARY
    NOTE REGARDING FORWARD-LOOKING STATEMENTS                                  | 4 
|PART
    I                                                                                | 5 
|Item
    1. Identity of Directors, Senior Management and Advisers                         | 5 
|Item
    2. Offer Statistics and Expected Timetable                                       | 5 
|Item
    3. Key Information                                                               | 5 
|Item
    4. Information on the Company                                                    | 6 
|Item
    4A. Unresolved Staff Comments                                                    | 7 
|Item
    5. Operating and Financial Review and Prospects                                  | 7 
|Item
    6. Directors, Senior Management and Employees                                    | 7 
|Item
    7. Major Shareholders and Related Party Transactions                             | 8 
|Item
    8. Financial Information                                                         | 9 
|Item
    9. The Offer and Listing                                                         | 9 
|Item
    10. Additional Information                                                       | 9 
|Item
    11. Quantitative and Qualitative Disclosures About Market Risk                   | 10
|Item
    12. Description of Securities Other Than Equity Securities                       | 10
|PART
    II                                                                               | 11
|Item
    13. Defaults, Dividend Arrearages and Delinquencies                              |   
|Item
    14. Material Modifications to the Rights of Security Holders and Use of Proceeds |   
|Item
    15. Controls and Procedures                                                      |   
|Item
    16. [Reserved]                                                                   |   
|Item
    16A. Audit committee financial expert                                            |   
|Item
    16B. Code of Ethics                                                              |   
|Item
    16C. Principal Accountant Fees and Services                                      |   
|Item
    16D. Exemption from the Listing Standards for Audit Committees                   |   
|Item
    16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers      |   
|Item
    16F. Change in Registrant’s Certifying Accountant                                |   
|Item
    16G. Corporate Governance                                                        |   
|Item
    16H. Mine Safety Disclosure                                                      |   
|Item
    16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections         |   
|Item
    16J. Insider trading policies                                                    |   
|Item
    16K. Cybersecurity                                                               |   
|PART
    III                                                                              | 12
|Item
    17. Financial Statements                                                         | 12
|Item
    18. Financial Statements                                                         | 12
|Item
    19. Exhibits                                                                     | 13



2







EXPLANATORY
NOTE



On
March 27, 2024 (the “Closing Date”), Logistic Properties of the Americas, a Cayman Islands exempted company (“LPA”
or the “Company”), consummated the previously announced business combination pursuant to the Business Combination
Agreement, dated as of August 15, 2023 (as amended, supplemented, and/or restated from time to time) (the “Business Combination
Agreement”), by and among two, a Cayman Islands exempted company (“TWOA”), LatAm Logistic Properties, S.A.,
a company incorporated under the laws of Panama (together with its successors, “LLP”), and, by a joinder agreement,
each of the Company, Logistic Properties of the Americas Subco, a Cayman Islands exempted company and a wholly-owned subsidiary of the
Company (“SPAC Merger Sub”), and LPA Panama Group Corp., a company incorporated under the laws of Panama and a wholly-owned
subsidiary of the Company (“Company Merger Sub”) (the “Business Combination”).



Pursuant
to the Business Combination Agreement, on the terms and subject to the conditions set forth therein, on the Closing Date (i) SPAC
Merger Sub merged with and into TWOA, with TWOA surviving the merger (the “SPAC Merger”) and, in connection
therewith, each issued and outstanding security of TWOA immediately prior to the effective time of the Mergers (as defined below)
(the “Effective Time”) was automatically canceled and deemed no longer outstanding, in exchange for the right of
the of each holder thereof to receive a substantially equivalent security of the Company, par value $0.0001 per share (the
“LPA Ordinary Shares”), which were issued in favor of TWOA shareholders collectively in an aggregate amount of
3,897,747 LPA Ordinary Shares, not including the PIPE Shares (as defined below); (ii) Company Merger Sub merged with and into LLP,
with LLP surviving the merger (the “Company Merger,” and, together with the SPAC Merger, the
“Mergers”) and, in connection therewith, each issued and outstanding security of LLP immediately prior to the
Effective Time of the Mergers was automatically cancelled and deemed no longer outstanding, in exchange for the right of each holder
thereof to receive LPA Ordinary Shares, which were issued in favor of LLP shareholders collectively in an aggregate amount of
26,312,000 LPA Ordinary Shares; and (iii) as a result of the Mergers, TWOA and LLP each became wholly-owned subsidiaries of
the Company and LPA Ordinary Shares were listed on NYSE American (“NYSE American”), all upon satisfaction or
waiver of the terms and conditions set forth in the Business Combination Agreement, the documents and agreements ancillary to the
Business Combination Agreement (the “Ancillary Documents”), and in accordance with applicable law (collectively,
the “Transactions”), including, as described under Item 4 of this Report, LLP and LPA’s waiver of the
Minimum Cash Condition (as defined herein), as described herein.



On
February 16, 2024, TWOA entered into a subscription agreement (the “PIPE Subscription Agreement”) with Bonaventure
Investments Holding Inc. (such investor and its permitted successors and assigns, the “Subscriber”) to purchase
1,500,000 TWOA Class A Ordinary Shares (the “PIPE Shares”) at a price of $10.00 per share, for an aggregate purchase
price of $15,000,000, in a private placement (the “PIPE Investment”) that was consummated at the Effective Time. The
PIPE Shares were converted into 1,500,000 LPA Ordinary Shares in connection with the Mergers.



In
connection with the Extraordinary General Meeting of TWOA’s shareholders held on March 25, 2024 (the “Extraordinary General
Meeting”), certain TWOA public shareholders exercised their redemption rights in connection with the Business Combination for
an aggregate payment of $44,142,847, and as a result, as of the Effective Time of the Mergers, the TWOA public shareholders owned approximately
0.3% of the LPA Ordinary Shares, HC PropTech Partners III LLC, a Delaware limited liability company (the “Sponsor”),
initial shareholders of TWOA and other holders of TWOA founder shares owned approximately 12.0% of the LPA Ordinary Shares, the LLP shareholders
owned approximately 83.0% of the LPA Ordinary Shares and the Subscriber owned approximately 4.7% of the LPA Ordinary Shares.



Moreover,
certain other related agreements were entered into in connection with the Business Combination, including the Voting Agreement, Founder
Registration Rights Agreement Amendment, Sponsor Letter Agreement, Amendment to Insider Letter Agreement, and PIPE Subscription Agreement,
each as defined in the Company’s Registration Statement on Form F-4 (File No. 333-275972), as amended, initially filed with the
U.S. Securities and Exchange Commission (the “SEC”) on December 8, 2023 and declared effective on March 12, 2024 (the
“Form F-4”). As described in the Form F-4, certain other related agreements were entered into in connection with the
consummation of the Business Combination, including the Registration Rights Agreement, the Amendment to the Founder Registration Rights
Agreement, and the Second Amendment to the Letter Agreement, each of which are filed as exhibits to this Report, as well as certain agreements
described under the heading “Recent Developments” in Item 4 of this Report.



The
transaction was unanimously approved by the board of directors of TWOA and was approved at the Extraordinary General Meeting. TWOA’s
shareholders also voted to approve all other proposals presented at the Extraordinary General Meeting. As a result of the Business Combination,
LLP and TWOA became wholly-owned direct subsidiaries of the Company. On March 28, 2024, the LPA Ordinary Shares commenced trading on
the NYSE American under the symbol “LPA.”



Except
as otherwise indicated or required by context, references in this Shell Company Report on Form 20-F (including information incorporated
herein by reference, the “Report”) to (i) “we,” “us,” “our,” “Company”
or “LPA” refer to Logistic Properties of the Americas, a Cayman Islands exempted company, and its consolidated subsidiaries,
(ii) “TWOA” refers to two, a Cayman Island exempted company, and (iii) “LLP” refers to LatAm Logistic Properties,
S.A., a company incorporated under the laws of Panama.



Certain
amounts that appear in this Report may not sum due to rounding.



3







CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS



This
Report and the documents incorporated herein by reference include forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).



Forward-looking
statements relate to, among other things, our plans, objectives and expectations for our business, operations and financial performance
and condition, and can be identified by terminology such as “plan,” “believe,” “expect,” “anticipate,”
“intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,”
“could,” “may,” “might,” “possible,” “potential,” “predict,”
“should,” “would,” “will,” “seek,” and other similar words and expressions, but the absence
of these words does not mean that a statement is not forward-looking. Forward-looking statements are based on management’s beliefs
and assumptions and on information currently available to management. Although we believe that the expectations reflected in forward-looking
statements are reasonable, such statements involve known and unknown risks, uncertainties and other factors that may cause our actual
results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied
by forward-looking statements.



Forward-looking
statements may include, but are not limited to, statements about:



|● | expectations
    regarding (and LPA’s ability to meet expectations regarding) LPA’s strategies and future financial performance, including
    LPA’s future business plans or objectives, operating expenses, market trends, revenues, liquidity, cash flows and uses of cash,
    capital expenditures, and          
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                       
|● | LPA’s
    ability to invest in growth initiatives;                                                                                                                                                                                                                                                                    
|  |                                                                                                                                                                                                                                                                                                                       
|● | the
    outcome of any legal proceedings that may be instituted against TWOA, LLP, LPA and others following consummation of the Business
    Combination Agreement;                                                                                                                                                   
|  |                                                                                                                                                                                                                                                                                                                       
|● | the
    ability of LLP and LPA to raise financing in the future and comply with restrictive covenants related to indebtedness;                                                                                                                                                                                        
|  |                                                                                                                                                                                                                                                                                                                       
|● | the
    ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition,
    LPA’s ability to grow and manage growth and profitability, maintain relationships with customers and suppliers and retain its
    management team and key employees;
|  |                                                                                                                                                                                                                                                                                                                       
|● | the
    projected financial information, anticipated growth rate, and market opportunity for LPA, and its estimates of expenses and profitability;                                                                                                                                                                    
|  |                                                                                                                                                                                                                                                                                                                       
|● | LPA’s
    ability to maintain its listing on NYSE American following the Business Combination;                                                                                                                                                                                                                        
|  |                                                                                                                                                                                                                                                                                                                       
|● | geopolitical
    risk, including the impacts of the ongoing conflict between Russia and Ukraine, and changes in applicable laws or regulations;                                                                                                                                                                       
|  |                                                                                                                                                                                                                                                                                                                       
|● | anticipated
    economic, business, and/or competitive factors;                                                                                                                                                                                                                                                       
|  |                                                                                                                                                                                                                                                                                                                       
|● | anticipations
    regarding the impact of any major disease or epidemic that disrupts LPA’s business;                                                                                                                                                                                                                 
|  |                                                                                                                                                                                                                                                                                                                       
|● | litigation
    and regulatory enforcement risks, including the diversion of management time and attention and the additional costs and demands on
    LPA’s resources;                                                                                                                                                
|  |                                                                                                                                                                                                                                                                                                                       
|● | exchange
    rate instability;                                                                                                                                                                                                                                                                                        
|  |                                                                                                                                                                                                                                                                                                                       
|● | the
    possibility that expansion of LPA’s customer offerings or certain operations may subject it to additional legal and regulatory
    requirements, including tort liability;                                                                                                                                    
|  |                                                                                                                                                                                                                                                                                                                       
|● | LPA’s
    ability to retain and grow its customer base;                                                                                                                                                                                                                                                               
|  |                                                                                                                                                                                                                                                                                                                       
|● | LPA’s
    success in finding and maintaining future strategic partnerships and inorganic opportunities;                                                                                                                                                                                                               
|  |                                                                                                                                                                                                                                                                                                                       
|● | the
    potential liquidity and trading of public securities of LPA;                                                                                                                                                                                                                                                  
|  |                                                                                                                                                                                                                                                                                                                       
|● | the
    ability of LPA to respond to general economic conditions;                                                                                                                                                                                                                                                     
|  |                                                                                                                                                                                                                                                                                                                       
|● | expansion
    and other plans and opportunities of LPA;                                                                                                                                                                                                                                                               
|  |                                                                                                                                                                                                                                                                                                                       
|● | any
    downturn in the real estate industry;                                                                                                                                                                                                                                                                         
|  |                                                                                                                                                                                                                                                                                                                       
|● | the
    ability of LPA to manage its growth effectively;                                                                                                                                                                                                                                                              
|  |                                                                                                                                                                                                                                                                                                                       
|● | the
    ability of LPA to develop and protect its brand; and                                                                                                                                                                                                                                                          
|  |                                                                                                                                                                                                                                                                                                                       
|● | the
    ability of LPA to compete with competitors in existing and new markets and offerings.                                                                                                                                                                                                                         



Forward-looking
statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause
actual results to differ materially from those expected or implied by the forward-looking statements. Actual results could differ materially
from those anticipated in forward-looking statements for many reasons, including the factors discussed under the “Risk Factors”
section of this Report and the “Risk Factors” section in the Form F-4, which section is incorporated herein by reference.
Accordingly, you should not rely on these forward- looking statements, which speak only as of the date of this Report. We undertake no
obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of this Report or to reflect
the occurrence of unanticipated events. You should, however, review the factors and risks described in the reports we will file from
time to time with the SEC after the date of this Report.



4







PART
I



Item
1. Identity of Directors, Senior Management and Advisers



A.
Directors and Senior Management



The
directors and executive officers of the Company are set forth in the Form F-4, in the section titled “Management of Pubco Following
the Business Combination,” and under Item 6.A of this Report, which are incorporated herein by reference. The business address
for each of the Company’s directors and executive officers is Plaza Tempo, Edificio B Oficina B1, Piso 2 San Rafael de Escazú,
San José, Costa Rica.



B.
Advisers



Baker
& McKenzie LLP has acted as U.S. securities counsel for LLP and the Company and continues to act as U.S. securities counsel for the
Company following the completion of the Business Combination.



Ogier
(Cayman) LLP has acted as counsel for LLP and the Company with respect to Cayman Islands law and continues to act as counsel
for the Company with respect to Cayman Islands law following the completion of the Business Combination.



C.
Auditors



WithumSmith+Brown,
PC has acted as TWOA’s independent registered public accounting firm as of and for the years ended December 31, 2023 and 2022.



Deloitte
& Touche, S.A. has acted as LLP’s independent registered public accounting firm as of and for the years ended December 31,
2022 and 2021. We intend to retain Deloitte & Touche, S.A. as the Company’s independent registered public accounting firm.



Item
2. Offer Statistics and Expected Timetable



Not
applicable.



Item
3. Key Information



A.
[Reserved]



B.
Capitalization and Indebtedness



The
following table sets forth the capitalization of the Company on an
unaudited pro forma combined basis as of September 30, 2023, after giving effect to the Business Combination and the PIPE Investment:



Capitalization
of the Company on an unaudited pro forma combined basis as of September 30, 2023.



|(USD in thousands)                   |  | As of 
September 30, 2023 |        
|------------------------------------ |  | ------------------------- | -------
|Short-term debt                      |  |                           | -      
|Long term debt – current portion     |  | $                         | 10,543 
|Total short-term debt                |  |                           | 10,543 
|Long-term debt                       |  |                           | 224,145
|Total debt                           |  | $                         | 234,688
|Shareholders’ equity                 |  |                           |        
|Common shares                        |  | $                         | 3      
|Share premium                        |  |                           | 212,507
|Retained earnings                    |  |                           | 16,955 
|Foreign currency translation reserve |  |                           | (19,790
|Total shareholders’ equity           |  | $                         | 209,675
|Non-controlling interests            |  |                           | 35,431 
|Total equity                         |  | $                         | 245,106
|Total capitalization                 |  | $                         | 479,794



C.
Reasons for the Offer and Use of Proceeds



Not
applicable.



D.
Risk Factors



The
risk factors associated with the Company and LLP are described in the Form F-4 in the section titled “Risk Factors,”
which is incorporated herein by reference.





5







Item
4. Information on the Company



A.
History and Development of the Company



LPA
was incorporated as an exempted company with limited liability under the laws of the Cayman Islands on October 9, 2023. For further
information on the Business Combination, see “Explanatory Note” above. The mailing address of the Company’s
registered office is c/o Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands and its
telephone number is +1 506 2204-7020. The Company’s principal executive office address is 601 Brickell Key Drive, Suite 700,
Miami, FL 33131 and its chief administrative office is Plaza Tempo, Edificio B Oficina B1, Piso 2 San Rafael de Escazú, San
José, Costa Rica.



The
history and development of the Company and the material terms of the Business Combination are described in the Form F-4 under the headings
“Summary of the Proxy Statement/Prospectus,” “Information Related to Pubco,” “Description
of Pubco Securities,” and “Proposal 1: The Business Combination Proposal – The Business Combination Agreement,”
which are incorporated herein by reference. The Company owns no material assets other than its equity interests in its wholly-owned subsidiaries,
TWOA and LLP.



The
history and development of LLP are described in the Form F-4 under the heading “Information About LLP” which is incorporated
herein by reference.



The
Company’s principal website address is lpamericas.com. We do not incorporate the information contained on, or accessible through,
the Company’s websites into this Report, and you should not consider it a part of this Report. The SEC maintains an Internet site
that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.
The SEC’s website is http://www.sec.gov.



B.
Business Overview



Prior
to the closing of the Business Combination, the Company did not conduct any material activities other than those incidental to its formation
and the matters contemplated by the Business Combination Agreement, such as the making of certain required securities law filings. Following
and as a result of the Business Combination, all of the Company’s business is conducted through LLP. A description of LLP’s
business is included in the Form F-4 under the headings “Information About LLP,” “LLP Industry and Market
Overview,” and “Management’s Discussion and Analysis to Financial Condition and Results of Operations of LLP,”
which are incorporated herein by reference.



C.
Organizational Structure



Upon
consummation of the Business Combination, each of LLP and TWOA became wholly-owned direct subsidiaries of LPA. The organizational chart
of LPA is included in the Form F-4 under the heading “Proposal 1: The Business Combination Proposal – The Business Combination
Agreement – Organizational Structure – Structure of Pubco after the Business Combination” and is incorporated herein
by reference.



D.
Property, Plants and Equipment



The
Company’s property, plants and equipment are held through LLP and its subsidiaries. Information regarding LLP’s property,
plants and equipment is described in the Form F-4 under the heading “Information About LLP” which information is incorporated
herein by reference.



Recent
Developments



Waiver
of the Minimum Cash Condition and Cancellation of Certain TWOA Founder Shares



Pursuant
to the Business Combination Agreement, the parties thereto agreed that upon closing of the Business Combination, the SPAC Cash (as defined
in the Business Combination Agreement) shall equal or exceed twenty-five million U.S. Dollars ($25,000,000) (the “Minimum Cash
Condition”). Pursuant to a waiver letter dated as of March 27, 2024, between TWOA, LLP and LPA and filed as Exhibit 4.2
to this Report, (the “Waiver Letter”), LLP and LPA waived certain closing conditions, including the Minimum
Cash Condition.



Pursuant
to certain non-redemption agreements (the “Non-Redemption Agreements”) among certain shareholders of TWOA (the “NRA
Investors”), TWOA, and two sponsor, prior to the consummation of the Business Combination, the NRA Investors had
a right to receive an aggregate of 1,506,764 Class B Ordinary Shares of TWOA upon the consummation of the Business Combination.
Pursuant to certain forfeiture agreements, the NRA Investors forfeited their right to receive an aggregate of 365,441 of
such Class B Ordinary Shares of TWOA. Upon the consummation of the Business Combination, the NRA Investors received an aggregate
of 1,141,323 TWOA Class B Ordinary Shares which were converted into 1,141,323 LPA Ordinary Shares.





6







Cancellation
of Certain LLP Shares



As
disclosed in the Form F-4 under the heading “Beneficial Ownership of Securities— Post-Business Combination Beneficial
Ownership Table”, the 2,288,000  LLP shares held by LatAm Logistic Investments, LLC (“LLI”)
were subject to foreclosure proceedings in connection with a loan that was in default. On June 25, 2015, LLP entered into an agreement
with LLI pursuant to which LLP made a loan to LLI secured by shares of LLP held by LLI. Following several increases and extensions, the
loan’s final maturity date was December 31, 2023, at which time the principal amount outstanding was $6,950,000. The loan was not
paid when due and foreclosure proceedings were begun. On March 12, 2024, LLI entered into an assignment agreement with LLP, pursuant
to which LLI unconditionally and irrevocably assigned in favor of LLP the right to receive 2,288,000 LPA Ordinary Shares as a result
of the Company Merger and the Business Combination Agreement (the “LLI Assigned Shares”). Pursuant to the assignment
agreement, LLP agreed to waive its right to receive the LLI Assigned Shares. As a result of the waiver by LLP, Pubco did not issue the
LLI Assigned Shares at all.



Forfeiture
of Certain Shares by Sponsor and two Sponsor



Pursuant
to the Sponsor Letter Agreement dated as of August 15, 2023, entered into by the Sponsor and LLP in connection with the Business Combination
Agreement (the “Sponsor Letter Agreement”), the Sponsor agreed to forfeit an aggregate of 1,200,000 TWOA founder shares
if the SPAC Cash (as defined in the Business Combination Agreement) did not equal or exceed twenty-five million U.S. Dollars ($25,000,000)
upon closing of the Business Combination. As of March 27, 2024, the SPAC Cash did not equal or exceed twenty five million U.S. Dollars.
Therefore, the Sponsor forfeited 1,200,000 shares. Pursuant to the Sponsor Forfeiture Letter, filed as Exhibit 4.14 to this Report,
of the 1,200,000 shares forfeited, 1,071,918 shares were forfeited by the Sponsor and 128,082 shares were forfeited
by two sponsor.



Item
4A. Unresolved Staff Comments



None.



Item
5. Operating and Financial Review and Prospects



Following
and as a result of the Business Combination, the business of the Company is conducted through LLP, the Company’s direct, wholly-owned
subsidiary.



The
discussion and analysis of the financial condition and results of operations of LLP are included in the Form F-4 in the section titled
“Management’s Discussion and Analysis of Financial Condition and Results of Operations of LLP,” which information
is incorporated herein by reference.



Item
6. Directors, Senior Management and Employees



A.
Directors and Senior Management



The
directors and executive officers of the Company are set forth in the Form F-4, in the section titled “Management of Pubco Following
the Business Combination,” which is incorporated herein by reference. There are no family relationships between any of the
persons that serve as the executive officers and directors of the Company. Lastly, except for the Business Combination Agreement, there
are no arrangements or understandings with major shareholders or others pursuant to which any of the Company’s executive officers
or directors are selected.



B.
Compensation



Information
pertaining to the compensation of the directors and executive officers of the Company is set forth in the Form F-4, in the section titled
“Management of Pubco Following the Business Combination,” which is incorporated herein by reference.



The
Company has adopted the Logistic Properties of the Americas Equity Incentive Plan filed as Exhibit 4.5 to this Report (the “Equity
Incentive Plan”) in order to give the Company a competitive advantage in attracting, retaining, awarding and motivating directors,
officers, employees and consultants by granting equity and equity-based awards. The Equity Incentive Plan permits the grant of options
to purchase LPA Ordinary Shares, stock appreciation rights, restricted stock, restricted stock unit awards, performance-based awards,
and other equity-based awards, in each case, in respect of LPA Ordinary Shares and cash incentive awards, thus enhancing the alignment
of employee and shareholder interests.



The
terms of the Equity Incentive Plan are described in the F-4 under the heading “Proposal 5: The Incentive Plan Proposal –
Summary of the Logistic Properties of the Americas Equity Incentive Plan,” which information is incorporated herein by reference.



C.
Board Practices



Information
pertaining to the Company’s board of directors practices is set forth in the Form F-4, in the section titled “Management
of Pubco Following the Business Combination,” which is incorporated herein by reference.







7







D.
Employees



Information
pertaining to the Company’s employees is set forth in the Form F-4, in the section titled “Information About LLP –
Employees,” which is incorporated herein by reference.



E.
Share Ownership



Ownership
of the Company’s shares by its directors and executive officers is set forth in Item 7.A of this Report.



F.
Disclosure of a registrant’s action to recover erroneously awarded compensation



None.



Item
7. Major Shareholders and Related Party Transactions



A.
Major Shareholders



The
following table sets forth information regarding the beneficial ownership of LPA Ordinary Shares as of the date hereof by:



| | ● | each
    person known by us to be the beneficial owner of more than 5% of outstanding LPA Ordinary Shares;
| | - | ----------------------------------------------------------------------------------------------------------
| |   |                                                                                                           
| | ● | each
    of our directors and executive officers; and                                                     
| |   |                                                                                                           
| | ● | all
    our directors and executive officers as a group.                                                  



Beneficial
ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security
if that person possesses sole or shared voting or investment power over that security. A person is also deemed to be a beneficial owner
of securities that person has a right to acquire within 60 days including, without limitation, through the exercise of any option, warrant
or other right or the conversion of any other security. Such securities, however, are deemed to be outstanding only for the purpose of
computing the percentage beneficial ownership of that person but are not deemed to be outstanding for the purpose of computing the percentage
beneficial ownership of any other person. Under these rules, more than one person may be deemed to be a beneficial owner of the same
securities.



As
of the date hereof, there are 31,709,747 LPA Ordinary Shares issued and outstanding.



Unless
otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to all LPA
Ordinary Shares beneficially owned by them.



|Name and
    Address of Beneficial Owner                                                          |  |                                                                                                                                                                                                   |           
|------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------
|                                                                                                  |  | Number
                                            of
                                                                                Ordinary
                                            Shares |           
|Directors
    and Executive Officers Post-Business Combination(1):                                |  |                                                                                                                                                                                                   |           
|Esteban Saldarriaga                                                                               |  |                                                                                                                                                                                                   | -         
|Annette Fernandez                                                                                 |  |                                                                                                                                                                                                   | -         
|Guillermo Zarco B.                                                                                |  |                                                                                                                                                                                                   | -         
|Aris Stamatiadis                                                                                  |  |                                                                                                                                                                                                   | -         
|Alvaro Chinchayan                                                                                 |  |                                                                                                                                                                                                   | -         
|Thomas McDonald(2)                                                                                |  |                                                                                                                                                                                                   | 26,312,000
|Roger Lazarus                                                                                     |  |                                                                                                                                                                                                   | -         
|Gloria Canales Saldaña                                                                            |  |                                                                                                                                                                                                   | -         
|Mauricio Salgar                                                                                   |  |                                                                                                                                                                                                   | -         
|Diego Durruty                                                                                     |  |                                                                                                                                                                                                   | -         
|All directors and executive officers of Combined
    Company post-Business Combination as a group |  |                                                                                                                                                                                                   | 26,312,000
|                                                                                                  |  |                                                                                                                                                                                                   |           
|Other 5% Shareholders Post-Business
    Combination:                                              |  |                                                                                                                                                                                                   |           
|HC PropTech Partners III LLC(3)(4)                                                                |  |                                                                                                                                                                                                   | 2,130,693 
|JREP I Logistics Acquisition,
    LP(5)                                                           |  |                                                                                                                                                                                                   | 26,312,000



(1)
Unless otherwise noted, the business address of each of the following entities or individuals is c/o Logistic Properties of the Americas,
Plaza Tempo, Edificio B Oficina B1, Piso 2 San Rafael de Escazú, San José, Costa Rica.



(2)
Represents shares held by JREP I Logistics Acquisition, LP (see footnote 5 below) and Latam Logistic Equity Partners, LLC. Latam Logistic
Equity Partners is managed by JREP I Logistics Acquisition, LP. Thomas McDonald disclaims beneficial ownership of the reported securities
other than to the extent of any pecuniary interest he may have therein, directly or indirectly.



(3)
Mr. Thomas D. Hennessy exercises voting and investment control over LPA shares that are held by HC PropTech Partners III LLC.



(4)
The business address of the reporting person is 195 US HWY 50, Suite 208, Zephyr Cove, NV 89448.



(5)
Represents shares held by JREP I Logistics Acquisition, LP, Jaguar Real Estate Partners, LP, and Latam Logistic Equity Partners, LLC.
Latam Logistic Equity Partners is managed by JREP I Logistics Acquisition, LP. JREP I Logistics Acquisition, LP and Jaguar Real Estate
Partners, LP are investment funds managed by JREP GP, LLC. JREP GP, LLC is managed by Jaguar Growth Partners Group LLC, managing members
of which are Gary R. Garrabrant and Thomas McDonald, who share equally in the voting and investment discretion with respect to investments
held by such funds. Gary R. Garrabrant and Thomas McDonald disclaim beneficial ownership of the reported securities other than to the
extent of any pecuniary interest they may have therein, directly or indirectly. The business address of the reporting person is 601 Brickell
Key Drive, Suite 700, Miami, FL 33131.





8







B.
Related Party Transactions



Information
pertaining to the Company’s related party transactions is set forth in the Form F-4 under the headings “LLP Related Party
Transactions” and “TWOA Related Party Transactions,” which are incorporated herein by reference.



C.
Interests of Experts and Counsel



Not
applicable.



Item
8. Financial Information



A.
Consolidated Statements and Other Financial Information



Financial
Statements



See
Item 18 of this Report for financial statements and other financial information.



Legal
Proceedings



The
Company may, from time to time, and may in the future be, a party to certain claims and legal proceedings incidental to the normal course
of the Company’s business. From time to time, LPA may be involved in various legal proceedings and subject to claims that arise
in the ordinary course of business. Although the results of litigation and claims are inherently unpredictable and uncertain, LPA is
not currently a party to any legal proceedings the outcome of which, if determined adversely to LPA, are believed to, either individually
or taken together, have a material adverse effect on its business, operating results, cash flows or financial condition. Regardless of
the outcome, litigation has the potential to have an adverse impact on us because of defense and settlement costs, diversion of management
resources, and other factors. For additional information, see “Risk Factors – Risks Relating to LLP’s Business –
We are or may become subject to legal and administrative proceedings or government investigations, which could harm our business and
our reputation” in the Form F-4.



Dividend
Policy



The
Company’s policy on dividend distributions is described in the Form F-4 under the heading “Description of Pubco Securities
– Dividends,” which information is incorporated herein by reference.



B.
Significant Changes



A
discussion of significant changes since December 31, 2022 and September 30, 2023, respectively, is provided under Item 4 of this Report
and is incorporated herein by reference.



Item
9. The Offer and Listing



A.
Offer and Listing Details



LPA
Ordinary Shares are listed on the NYSE American under the ticker symbol “LPA.” Holders of LPA Ordinary Shares should obtain
current market quotations for their securities. There can be no assurance that the LPA Ordinary Shares will remain listed on the NYSE
American. If the Company fails to comply with the NYSE American listing requirements, the LPA Ordinary Shares could be delisted from
the NYSE American. A delisting of the LPA Ordinary Shares will likely affect the liquidity of the LPA Ordinary Shares and could inhibit
or restrict the ability of the Company to raise additional financing.



Information
regarding the LPA Ordinary Shares is described in the Form F-4 under the heading “Description of Pubco
Securities,” which is incorporated herein by reference.



B.
Plan of Distribution



Not
applicable.



C.
Markets



LPA
Ordinary Shares are listed on the NYSE American under the ticker symbol “LPA.”



D.
Selling Shareholders



Not
applicable.



E.
Dilution



Not
applicable.



F.
Expenses of the Issue



Not
applicable.



Item
10. Additional Information



A.
Share Capital



The
Company is authorized to issue 450,000,000 LPA Ordinary Shares, $0.0001 par value each and 50,000,000 preference shares, $0.0001 par
value each. As of the Closing Date, there are 31,709,747 LPA Ordinary Shares outstanding and issued.



Information
regarding our securities is included in the Form F-4 under the section titled “Description of Pubco Securities” and
is incorporated herein by reference.





9







B.
Memorandum and Articles of Association



The
Amended and Restated Memorandum and Articles of Association (“Articles”) of the Company effective as of March 27,
2024 are filed as Exhibit 1.1 to this Report. The description of the Articles of the Company is included in the Form F-4 under
the heading “Description of Pubco Securities,” which information is incorporated herein by reference.



C.
Material Contracts



Information
pertaining to the Company’s material contracts is set forth in the Form F-4 under the headings “Management’s Discussion
and Analysis of Financial Condition and Results of Operations of LLP – Liquidity and Capital Resources,” “—Debt,”
“Information About LLP,” and “Certain Relationships and Related Person Transactions,” each of which
is incorporated herein by reference. The description of the Business Combination Agreement is set forth in the Form F-4 under the heading
“Proposal 1: The Business Combination Proposal – The Business Combination Agreement,” which information is incorporated
herein by reference.



D.
Exchange Controls



There
are no governmental laws, decrees, regulations or other legislation in the Cayman Islands that may affect the import or export of capital,
including the availability of cash and cash equivalents for use by the Company, or that may affect the remittance of dividends, interest,
or other payments by the Company to non-resident holders of LPA Ordinary Shares. There is no limitation imposed by laws of Cayman Islands
or in the Company’s Articles on the right of non-residents to hold or vote LPA Ordinary Shares.



E.
Taxation



Information
pertaining to tax considerations is set forth in the Form F-4 under the headings “Proposal 1: The Business Combination Proposal 
Material U.S. Federal Income Tax Considerations” and “Material Cayman Islands Tax Considerations,” which
are incorporated herein by reference.



F.
Dividends and Paying Agents



Information
regarding the Company’s policy on dividends is described in the Form F-4 under the heading “Market Price and Dividend
Information,” which information is incorporated herein by reference. The Company has not paid any cash dividends on LPA Ordinary
Shares since the Business Combination and currently has no plan to pay cash dividends on such securities in the foreseeable future. The
Company has not identified a paying agent.



G.
Statement by Experts



The
financial statements of LLP as of December 31, 2022 and 2021, and for the years then ended, incorporated by reference herein, have been
audited by Deloitte & Touche, S.A., an independent registered public accounting firm, as stated in their report. Such financial statements
are incorporated by reference  in reliance upon the report of such firm given their authority as experts in accounting and auditing.



The
financial statements of TWOA as of and for the years ended December 31, 2023 and 2022 have been audited by WithumSmith+Brown, PC, an
independent registered public accounting firm, as set forth in their report thereon (which includes an explanatory paragraph relating
to TWOA’s ability to continue as a going concern), and are incorporated herein by reference in reliance on such report given upon
such firm as experts in auditing and accounting.



H.
Documents on Display



We
are subject to certain of the informational filing requirements of the Exchange Act. Since we are a “foreign private issuer,”
we are exempt from the rules and regulations under the Exchange Act prescribing the furnishing and content of proxy statements, and our
officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions
contained in Section 16 of the Exchange Act, with respect to their purchase and sale of our shares. In addition, we are not required
to file reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered
under the Exchange Act. However, we are required to file with the SEC an Annual Report on Form 20-F containing financial statements audited
by an independent accounting firm. We may, but are not required, to furnish to the SEC, on Form 6-K, unaudited financial information
after each of our first three fiscal quarters. The SEC also maintains a website at http://www.sec.gov that contains reports and other
information that we file with or furnish electronically with the SEC.



I.
Subsidiary Information



Not
applicable.



J.
Annual Report to Security Holders



Not
applicable.



Item
11. Quantitative and Qualitative Disclosures About Market Risk



The
information set forth in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of
Operations of LLP,” in the Form F-4 is incorporated herein by reference.



Item
12. Description of Securities Other Than Equity Securities



Not
applicable.



10







PART
II



Not
applicable.



11







PART
III



Item
17. Financial Statements



See
Item 18.



Item
18. Financial Statements



The
audited financial statements of TWOA as of December 31, 2023 and 2022 in the Form F-4 between pages F-2 and F-22 are incorporated herein
by reference.



The
audited consolidated financial statements of LLP as of December 31, 2022 and 2021 in the Form F-4 between pages F-24 and F-83 are incorporated
herein by reference.



The
unaudited condensed consolidated interim financial statements of LLP in the Form F-4 between pages F-84 and F-120 are incorporated herein
by reference.



The
unaudited pro forma condensed combined financial information of LLP and TWOA is attached as Exhibit 15.1 to this Report.





12







Item
19. Exhibits



We
have filed the following documents as exhibits to this Report:



|Exhibit
    Number |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|------------------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.1*               |  | Amended and Restated Memorandum and Articles of Association of Logistic Properties of the Americas, dated as of March 27, 2024.                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|2.1                |  | Specimen
                                            Pubco Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to Amendment No.
                                            1 to the Company’s Registration Statement on Form F-4 (File No. 333-275972) filed with
                                            the SEC on January 16, 2024).                                                                                                                                                                                                               
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|4.1+               |  | Business Combination Agreement, dated as of August 15, 2023, by and among two, LatAm Logistic Properties S.A., and, by a joinder agreement, each of Logistic Properties of the Americas and Logistic Properties of the Americas Subco (incorporated by reference to Annex A to the proxy statement/prospectus to the Company’s Registration Statement on Form F-4 (File No. 333-275972), filed with the SEC on December 8, 2023).                                                                                                                                           
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|4.2*               |  | Waiver Letter to Business Combination Agreement, dated March 27, 2024, among two, Logistic Properties of the Americas, Logistic Properties of the Americas Subco, and LPA Panama Group Corp.                                                                                                                                                                                                                                                                                                                                                                                
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|4.3*               |  | Plan
                                            of Merger, dated March 27, 2024 by and between two and Logistic Properties of the Americas
                                            Subco.                                                                                                                                                                                                                                                                                                                                                                              
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|4.4*               |  | Merger Agreement, dated March 12, 2024, by and between LatAm Logistic Properties S.A. and LPA Panama Group Corp.                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|4.5*               |  | Logistic
    Properties of the Americas Equity Incentive Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|4.6                |  | Voting
                                            Agreement, dated August 15, 2023, by and among two, LatAm Logistic Properties S.A., and JREP
                                            I Logistics Acquisition, L.P. (incorporated by reference to Exhibit 10.1 to two’s Current
                                            Report on Form 8-K, filed with the SEC on August 21, 2023).                                                                                                                                                                               
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|4.7                |  | Lock-Up
                                            Agreement, dated August 15, 2023, by and among two, JREP I Logistics Acquisition, L.P., and,
                                            by a joinder agreement, Logistic Properties of the Americas (incorporated by reference to
                                            Exhibit 10.2 to two’s Current Report on Form 8-K, filed with the SEC on August 21, 2023).                                                                                                                                                
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|4.8                |  | Amendment
                                            to Letter Agreement dated as of August 15, 2023, by and among two, HC PropTech
                                            Partners III, LLC, two sponsor, and each of the shareholders of two listed on the signature
                                            pages thereto, and, by a joinder agreement, Logistic Properties of the Americas (incorporated
                                            by reference to Exhibit 10.3 to two’s Current Report on Form 8-K, filed with the SEC on August 21, 2023).
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|4.9*               |  | Second Amendment to Letter Agreement made and entered into as of August 15, 2023, by and among two, HC PropTech Partners III, LLC, two sponsor, and each of the shareholders of two listed on the signature pages thereto, and, by a joinder agreement, Logistic Properties of the Americas.                                                                                                                                                                                                                                                                                
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|4.10               |  | Founder Registration Rights Agreement, dated March 29, 2021, among two, two sponsor and certain shareholders (incorporated by reference to Exhibit 10.3 to two’s Current Report on Form 8-K, filed with the SEC onApril 2, 2021).                                                                                                                                                                                                                                                                                                                                           
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|4.11*              |  | Amendment to Founder Registration Rights Agreement, dated March 27, 2024, among Logistic Properties of the Americas, two, HC Proptech Partners III, LLC, and each of the Holders listed on the signature pages thereto.                                                                                                                                                                                                                                                                                                                                                     
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|4.12*              |  | Registration Rights Agreement, dated March 27, 2024, among Logistic Properties of the Americas and each of the Holders listed on the signature pages thereto.                                                                                                                                                                                                                                                                                                                                                                                                               
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|4.13               |  | Sponsor
                                            Letter Agreement, dated August 15, 2023, by and among HC PropTech Partners III, LLC, LatAm
                                            Logistic Properties S.A., and, by a joinder agreement, Logistic Properties of the Americas
                                            (incorporated by reference to Exhibit 10.4 to two’s Current Report on Form 8-K, filed
                                            with the SEC on August 21, 2023).                                                                       
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|4.14*              |  | Sponsor Forfeiture Letter, dated March 27, 2024, by and among two, LatAm Logistic Properties S.A., and by a joinder agreement, Logistic Properties of the Americas, Logistic Properties of the Americas Subco, and LPA Panama Group Corp.                                                                                                                                                                                                                                                                                                                                   
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|4.15               |  | Loan
                                            Agreement, dated April 28, 2023, by and between Banco Nacional de Costa Rica and LatAm Logistic
                                            CR Propco Alajuela 1 S.R.L. (incorporated by reference to Exhibit 10.13 to the Company’s
                                            Registration Statement on Form F-4 (File No. 333-275972) filed with the SEC on December 8,
                                            2023).                                                                                             
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|4.16               |  | Loan
                                            Agreement, dated April 28, 2023, by and between Banco Nacional de Costa Rica and LatAm Propco
                                            El Coyol Dos S.R.L. (incorporated by reference to Exhibit 10.14 to the Company’s Registration
                                            Statement on Form F-4 (File No. 333-275972) filed with the SEC on December 8, 2023).                                                                                                                                                   
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|4.17               |  | Loan
                                            Agreement, dated April 28, 2023, by and between Banco Nacional de Costa Rica and LatAm Propco
                                            Bodegas San Joaquín S.R.L. (incorporated by reference to Exhibit 10.15 to the Company’s
                                            Registration Statement on Form F-4 (File No. 333-275972) filed with the SEC on December 8,
                                            2023).                                                                                                
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|4.18               |  | Loan
                                            Agreement, dated April 27, 2023, by and between Banco Nacional de Costa Rica and LatAm Propco
                                            Bodegas Los Llanos S.R.L. (incorporated by reference to Exhibit 10.16 to the Company’s
                                            Registration Statement on Form F-4 (File No. 333-275972) filed with the SEC on December 8,
                                            2023).                                                                                                 
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|4.19               |  | Loan
                                            Agreement, dated November 1, 2023, by and between Banco Davivienda and LatAm Propco Cedis
                                            Rurales Costa Rica S.R.L. (incorporated by reference to Exhibit 10.17 to the Company’s
                                            Registration Statement on Form F-4 (File No. 333-275972) filed with the SEC on December 8,
                                            2023).                                                                                                     
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|4.20               |  | Waiver
                                            Letter, dated February 17, 2023, by and between Banco Davivienda and LatAm Logistic CR Propco
                                            Alajuela 1 S.R.L. (incorporated by reference to Exhibit 10.18 to the Company’s Registration
                                            Statement on Form F-4 (File No. 333-275972) filed with the SEC on December 8, 2023).                                                                                                                                                   
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|4.21               |  | Specific
                                            Credit Agreement dated June 7, 2021, by and between Banco BAC San José S.A. and 3102784433
                                            S.R.L. (incorporated by reference to Exhibit 10.19 to the Company’s Registration Statement
                                            on Form F-4 (File No. 333-275972) filed with the SEC on December 8, 2023).                                                                                                                                                               
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|4.22               |  | Addendum
                                            No. 1 to the Specific Credit Agreement dated June 7, 2021, by and among Banco BAC San José,
                                            S.A., 3-102-784433, S.R.L., LatAm Logistic Pan Holdco Verbena I, S. DE R.L. and Hacienda
                                            La Verbena S.A. (incorporated by reference to Exhibit 10.20 to the Company’s Registration
                                            Statement on Form F-4 (File No. 333-275972) filed with the SEC on December 8, 2023).                





13







|4.34  |  | Loan
                                            Agreement, dated as of May 31, 2017, by and between LatAm Logistic Per PropCo Lurin I S.R.L.
                                            and International Finance Corporation (incorporated by reference to Exhibit 10.21 to the
                                            Company’s Registration Statement on Form F-4 (File No. 333-275972) filed with the SEC
                                            on December 8, 2023).                                           
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|4.24  |  | Amended
                                            and Restated Loan Agreement, dated as of June 18, 2019, by and between LatAm Logistic Per
                                            Propco Lurin I S.R.L. and International Finance Corporation (incorporated by reference to
                                            Exhibit 10.22 to the Company’s Registration Statement on Form F-4 (File No. 333-275972)
                                            filed with the SEC on December 8, 2023).                     
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|4.25  |  | Amendment
                                            Letter to the Amended and Restated Loan Agreement, dated July 2, 2020, by and between LatAm
                                            Logistic Per Propco Lurin I S.R.L. and International Finance Corporation (incorporated by
                                            reference to Exhibit 10.23 to the Company’s Registration Statement on Form F-4 (File
                                            No. 333-275972) filed with the SEC on December 8, 2023).    
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|4.26  |  | Amendment
                                            Letter to the Amended and Restated Loan Agreement, dated March 14, 2022, by and between LatAm
                                            Logistic Per Propco Lurin I S.R.L. and International Finance Corporation (incorporated by
                                            reference to Exhibit 10.24 to the Company’s Registration Statement on Form F-4 (File
                                            No. 333-275972) filed with the SEC on December 8, 2023).  
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|4.27  |  | Amendment
                                            Letter to the Amended and Restated Loan Agreement, dated October 16, 2023, by and between
                                            LatAm Logistic Per Propco Lurin I S.R.L. and International Finance Corporation (incorporated
                                            by reference to Exhibit 10.25 to the Company’s Registration Statement on Form F-4 (File
                                            No. 333-275972) filed with the SEC on December 8, 2023).
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|4.28  |  | Amendment
                                            Letter to the Loan Agreement, dated June 30, 2023, by and between LatAm Logistic PER PropCo
                                            Lurin I S.R.L. and International Finance Corporation (incorporated by reference to Exhibit
                                            10.26 to the Company’s Registration Statement on Form F-4 (File No. 333-275972) filed
                                            with the SEC on December 8, 2023).                        
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|4.29  |  | Leasing
                                            Agreement Number: 257617, dated January 22, 2021 by and between Bancolombia S.A and LatAm
                                            Logistic Col Propco Cota 1 S.A.S. (incorporated by reference to Exhibit 10.27 to the Company’s
                                            Registration Statement on Form F-4 (File No. 333-275972) filed with the SEC on December 8,
                                            2023).                                               
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|4.30  |  | Amendment
                                            No. 01 to Leasing Agreement No. 257617 dated June 10, 2021 by and between Bancolombia S.A
                                            and LatAm Logistic Col Propco Cota 1 S.A.S. (incorporated by reference to Exhibit 10.28 to
                                            the Company’s Registration Statement on Form F-4 (File No. 333-275972) filed with the
                                            SEC on December 8, 2023).                                   
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|4.31  |  | Financial
                                            Lease Agreement Leasing No.: 235195 dated November 8, 2019 by and between Bancolombia S.A
                                            and LatAm Logistic Col Propco Cota 1 S.A.S. (incorporated by reference to Exhibit 10.29 to
                                            the Company’s Registration Statement on Form F-4 (File No. 333-275972) filed with the
                                            SEC on December 8, 2023).                                   
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|4.32  |  | Addendum
                                            No. 1 to Financial Leasing Agreement No. 235195, dated February 18, 2020 by and between Bancolombia
                                            S.A. and LatAm Logistic Col Propco Cota 1 S.A.S. (incorporated by reference to Exhibit 10.30
                                            to the Company’s Registration Statement on Form F-4 (File No. 333-275972) filed with
                                            the SEC on December 8, 2023).                     
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|4.33  |  | Addendum
                                            No. 2 to Financial Leasing Agreement No. 235195, dated November 3, 2020 by and between Bancolombia
                                            S.A and LatAm Logistic Col Propco Cota 1 S.A.S. (incorporated by reference to Exhibit 10.31
                                            to the Company’s Registration Statement on Form F-4 (File No. 333-275972 ) filed with
                                            the SEC on December 8, 2023).                      
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|4.34  |  | Amendment
                                            No. 3 to Financial Lease Agreement Leasing No. 235195, dated January 11, 2022. By and between
                                            Bancolombia S.A and LatAm Logistic Col Propco Cota 1 S.A.S. (incorporated by reference to
                                            Exhibit 10.32 to the Company’s Registration Statement on Form F-4 (File No. 333-275972
                                            ) filed with the SEC on December 8, 2023).              
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|4.35  |  | Response
                                            to Waiver Request for Leasing Agreements 235195 and 257617, dated September 25, 2023, by
                                            and between Bancolombia S.A and LatAm Logistic Col Propco Cota 1 S.A.S. (incorporated by
                                            reference to Exhibit 10.33 to the Company’s Registration Statement on Form F-4 (File
                                            No. 333-275972 ) filed with the SEC on December 8, 2023).        
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|4.36  |  | Subscription
                                            Agreement, dated February 16, 2024, by and between two and Bonaventure Investments Holding
                                            Inc. (incorporated by reference to Exhibit 10.35 to the Company’s Registration Statement
                                            on Form F-4 (File No. 333-275972) filed with the SEC on March 5, 2024).                                                                                                                     
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|15.1* |  | Unaudited
                                            Pro Forma Condensed Combined Financial Information of LLP and TWOA.                                                                                                                                                                                                                                                                                                                                                                                                        
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|15.2* |  | Consent
                                            of WithumSmith+Brown, PC, independent registered accounting firm for TWOA.                                                                                                                                                                                                                                                                                                                                                                                                   
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|15.3* |  | Consent
    of Deloitte & Touche, S.A., independent registered accounting firm for LLP.                                                                                                                                                                                                                                                                                                                                                                                                                                          



*
Filed herewith.

+
Certain exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). Logistic Properties
of the Americas agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon its request.





14







SIGNATURES



The
registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized
the undersigned to sign this report on its behalf.



|LOGISTIC PROPERTIES OF THE AMERICAS |                          
|----------------------------------- | -------------------------
|                                    |                          
|By:                                 | /s/ Esteban
  Saldarriaga
|                                    | Esteban Saldarriaga      
|                                    | Chief Executive Officer  





15