425: LatAm Logistic Properties Business Combination with two Advances as Registration Statement Declared Effective

The SEC has declared effective the registration statement for the proposed business combination between LatAm Logistic Properties and two, paving the way for a shareholder vote and potential NYSE listing.

Summary

• two, a special purpose acquisition company (SPAC), and LatAm Logistic Properties (LLP) are proceeding with their proposed business combination.
• The SEC has declared effective the registration statement on Form F-4 filed by Logistic Properties of the Americas (Pubco) in connection with the business combination.
• TWOA shareholders will vote on the proposed business combination at an Extraordinary General Meeting scheduled for March 25, 2024.
• If approved, the combined company, Pubco, is expected to be listed on the New York Stock Exchange (NYSE) under the ticker symbol LPA.
• LLP's portfolio consists of 28 logistic facilities in Colombia, Peru, and Costa Rica, totaling over 650,000 square meters of gross leasable area as of September 30, 2023.
• A virtual investor day is scheduled for March 19, 2024, to provide updates on market opportunities, competitive advantages, business drivers, and financial outlook.

Sentiment

Score: 7

Explanation: The document is generally positive, highlighting the progress of the business combination and the potential benefits of the transaction. However, it also includes cautionary language regarding risks and uncertainties.

Positives

• The SEC's declaration of effectiveness for the registration statement is a significant step forward in the business combination process.
• The scheduled shareholder vote provides a clear timeline for the potential completion of the transaction.
• The NYSE listing would provide increased visibility and access to capital for the combined company.
• LLP's established portfolio and strategic locations in Central and South America position it for future growth.
• The virtual investor day offers an opportunity for investors to gain insights into the company's strategy and outlook.

Negatives

• The completion of the business combination is subject to shareholder approval and other closing conditions.
• The forward-looking statements are subject to various risks and uncertainties that could affect actual results.
• The business combination could be terminated if certain events or circumstances occur.
• The combined company's ability to manage growth and meet stock exchange listing standards is not guaranteed.
• The business combination could disrupt current plans and operations of LLP.

Risks

• The occurrence of any event that could lead to the termination of the Business Combination Agreement.
• Legal proceedings against LLP, TWOA, or Pubco following the announcement of the business combination.
• Failure to obtain shareholder approvals or financing to complete the business combination.
• Changes to the proposed structure of the business combination due to applicable laws or regulations.
• Inability to manage growth or meet stock exchange listing standards.
• Disruption of current plans and operations of LLP.
• Failure to recognize the anticipated benefits of the business combination.
• Changes in applicable laws, regulations, political and economic developments.
• Adverse effects from other economic, business, and/or competitive factors.
• Inaccurate estimates of expenses and profitability.

Future Outlook

The parties anticipate that the Business Combination will close and Pubco's ordinary shares are expected to be listed on the New York Stock Exchange under the new ticker symbol LPA, shortly thereafter, subject to the satisfaction or waiver, as applicable, of all other closing conditions.

Industry Context

The business combination aims to create a leading publicly traded developer, owner, and manager of modern logistics real estate in Central and South America, capitalizing on the growing demand for institutional-quality industrial properties in the region driven by e-commerce and global trade.

Comparison to Industry Standards

• LLP's focus on Class A industrial and logistics real estate aligns with industry standards for institutional investors.
• Competitors in the Latin American logistics market include Prologis, GLP, and local developers.
• The business combination with TWOA is similar to other SPAC transactions in the real estate sector, such as the combination of Property Solutions Acquisition Corp. and Faraday Future.

Stakeholder Impact

• Shareholders of TWOA will have the opportunity to vote on the proposed business combination.
• If the business combination is completed, shareholders of TWOA and LLP will become shareholders of Pubco.
• Employees of LLP may benefit from the increased resources and opportunities of the combined company.
• Customers of LLP may benefit from the enhanced capabilities and expanded service offerings of the combined company.

Next Steps

• TWOA will mail the definitive proxy statement/prospectus to its shareholders.
• TWOA shareholders will vote on the proposed business combination on March 25, 2024.
• If approved, the Business Combination will close and Pubco's ordinary shares are expected to be listed on the New York Stock Exchange under the new ticker symbol LPA.

Key Dates