LPA Logistic Properties of the Americas

 

As filed with the Securities and Exchange Commission on September 30, 2024

Registration No. 333-

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Logistic Properties of the Americas

(Exact name of registrant as specified in its charter)

 

 

Cayman Islands		Not Applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

601 Brickell Key Drive

Suite 700

Miami, FL 33131

Telephone: + 506 2204 7020

(Address of principal executive offices, including zip code)

 

Logistic Properties of the Americas 2024 Equity Incentive Plan

(Full title of the Plan)

 

Thomas McDonald

601 Brickell Key Drive

Suite 700

Miami, FL 33131

Telephone: +1 (646) 663 4950

(Name of agent for service; address and zip code; area code and telephone number)

 

Send copies to:

 

Michael L. Fitzgerald, Esq. Joy K. Gallup, Esq. Baker & McKenzie LLP 452 5th Ave New York, NY 10018 (212) 626-4100

Esteban Saldarriaga Logistic Properties of the Americas Plaza Tempo, Edificio B Oficina B1, Piso 2 San Rafael de Escazú, San José, Costa Rica +506 2204 7020

 

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

 

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
Emerging growth company	☒

 

If an emerging growth company, indicate by check mark if the registrant has elected to decline the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

 

 

EXPLANATORY NOTE

 

This registration statement on Form S-8 (this “Registration Statement”) is being filed by Logistic Properties of the Americas (the “Registrant”) in accordance with the requirements of Form S-8 for the purpose of registering 3,170,974 ordinary shares, par value $0.0001 per share of the Registrant (the “Ordinary Shares”), available for issuance pursuant to the Logistics Properties of the Americas 2024 Equity Incentive Plan (the “Plan”). Throughout this Registration Statement, unless otherwise designated or the context requires otherwise, the terms “we,” “us,” “our,” “LPA,” “the Company” and “our company” refer to Logistic Properties of the Americas and its consolidated subsidiaries, which prior to the Business Combination was the business of LatAm Logistic Properties, S.A. and its subsidiaries.

 

 

PART I

 

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

ITEM 1. Plan Information.*

 

ITEM 2. Registrant Information and Employee Plan Annual Information.*

 

*

In accordance with the instructional note to Part I of Form S-8 as promulgated by the U.S. Securities and Exchange Commission (the “SEC”), the information specified by Part I of Form S-8 is not required to be filed with the SEC either as part of this Registration Statement, prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act of 1933, as amended (the “Securities Act”), and it has been omitted from this Registration Statement. The documents containing the information specified in Part I of Form S-8 will be delivered to the participants in the Plan covered by this Registration Statement as required by Rule 428(b)(1) under the Securities Act. These documents and those incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of Form S-8, taken together constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

 

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

ITEM 3. Incorporation of Documents by Reference

 

We incorporate information herein by reference, which means that we disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part hereof, except to the extent superseded by information contained herein or by information contained in documents filed with the SEC after the date hereof. We incorporate by reference the documents set forth below that have been previously filed with the SEC; provided, however, that, except as noted below, we are not incorporating any documents or information deemed to have been furnished rather than filed in accordance with the rules of the SEC. These documents contain important information about us and our financial condition.

 

	●	Our annual report on Form 20-F filed with the SEC on April 26, 2024;
	●	Our prospectus filed with the SEC on September 20, 2024 as a part of our Registration Statement on Form F-1, which contains audited consolidated financial statements for our latest fiscal year for which such statements have been filed;
		Our reports on Form 6-K filed on July 15, 2024, August 14, 2024 (which contains the unaudited condensed consolidated interim financial statements as of June 30 2024 and December 31, 2023 and for the three and six months ended June 30, 2024 and 2023), and September 16, 2024;
	●	Our report on Form 6-K furnished to the SEC on May 13, 2024, filed as Exhibit 99.1 to this Registration Statement; and
	●	The description of our Ordinary Shares as contained in our Registration Statement on Form 8-A12B (File No.001-41995), filed by us with the SEC on March 27, 2024, including any amendments or reports filed for the purpose of updating such description.

 

Except to the extent that information is deemed furnished and not filed pursuant to securities laws and regulations, all reports and other documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act after the date hereof, but prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the SEC shall not be deemed to be incorporated by reference into this Prospectus unless we expressly indicate in such documents that they or portions thereof shall be incorporated herein by reference.

 

Any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated herein by reference modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

 

ITEM 4. Description of Securities

 

Not applicable.

 

ITEM 5. Interests of Named Experts and Counsel

 

Not applicable.

 

ITEM 6. Indemnification of Directors and Officers

 

The Companies Act (As Revised) of the Cayman Islands does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect or the consequences of committing a crime. Our amended and restated memorandum and articles of association (the “Charter”) provides for indemnification of our officers and directors to the maximum extent permitted by applicable law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect.

 

In accordance with the Charter, we may pay, or agree to pay, a premium in respect of a contract insuring each of the following persons against risks determined by the directors (other than liability arising out of that person’s dishonesty): (a) an existing or former director (including alternate director), secretary, officer or auditor of the Registrant, the Registrant’s existing or former subsidiaries, a company in which the Registrant has or had an interest (whether direct or indirect); or (b) a trustee of an employee or retirement benefits scheme or other trust in which any of the aforementioned is or was interested.

 

ITEM 7. Exemption from Registration Claimed

 

Not applicable.

 

ITEM 8. Exhibits

 

The Exhibits listed on the accompanying Exhibit Index are filed as a part of, or incorporated by reference into, this Registration Statement. (See Exhibit Index below).

 

 

EXHIBIT INDEX

 

EXHIBIT NUMBER		DESCRIPTION
4.1		Amended and Restated Memorandum and Articles of Association of the Registrant (incorporated by reference to Exhibit 1.1 to the Company’s Shell Company Report on Form 20-F (File No. 333-275972) filed with the SEC on March 29, 2024).
5.1*		Opinion of Ogier (Cayman) LLP.
10.1†		Logistic Properties of the Americas 2024 Equity Incentive Plan (incorporated by reference to Exhibit 4.5 to the Company’s Shell Company Report on Form 20-F (File No. 333-275972) filed with the SEC on March 29, 2024).
23.1*		Consent of Ogier (Cayman) LLP (included as part of Exhibit 5.1).
23.2*		Consent of Deloitte & Touche, S.A., independent registered accounting firm for Logistic Properties of the Americas.
24.1*		Powers of Attorney (included in the signature page to this Registration Statement).
99.1*		Report of Logistic Properties of the Americas on Form 6-K (File No. 001-41995) furnished to the SEC on May 13, 2024
107*		Filing Fee Table.

 

*	Filed herewith.
†	Indicates a management contract or any compensatory plan, contract or arrangement.

 

ITEM 9. Undertakings

 

(a) The undersigned Registrant hereby undertakes:

 

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement;

 

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

 

(ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered), and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

 

(iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement.

 

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

 

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

 

(4) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

 

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

 

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

 

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

 

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Miami, FL, on September 30, 2024.

 

LOGISTIC PROPERTIES OF THE AMERICAS
By:	/s/ Esteban Saldarriaga
Name:	Esteban Saldarriaga
Title:	Chief Executive Officer

 

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned constitutes and appoints each of Esteban Saldarriaga and Paul Smith, each acting alone, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement on Form S-8, or other appropriate form, and all amendments thereto, including post-effective amendments, of Logistic Properties of the Americas, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated below.

 

NAME		POSITION		DATE
/s/ Esteban Saldarriaga		Chief Executive Officer		September 30, 2024
Esteban Saldarriaga		(Principal Executive Officer)
/s/ Paul Smith		Chief Financial Officer		September 30, 2024
Paul Smith		(Principal Financial and Accounting Officer)
/s/ Thomas McDonald		Director		September 30, 2024
Thomas McDonald
/s/ Roger Lazarus		Director		September 30, 2024
Roger Lazarus
/s/ Gloria Canales Saldaña		Director		September 30, 2024
Gloria Canales Saldaña
/s/ Mauricio Salgar		Director		September 30, 2024
Mauricio Salgar
/s/ Diego Durruty		Director		September 30, 2024
Diego Durruty
/s/ Françoise Lavertu		Director		September 30, 2024
Françoise Lavertu
/s/ Javier Marquina		Director		September 30, 2024
Javier Marquina

 

 

AUTHORIZED REPRESENTATIVE

 

Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Logistic Properties of the Americas, has signed this Registration Statement or amendment thereto in Miami, FL, on September 30, 2024.

 

Thomas McDonald
By:	/s/ Thomas McDonald
Name:	Thomas McDonald
Title:	Authorized Representative

 

 

 

Exhibit 5.1

 

 

Logistic Properties of the Americas		D +1 345 815 1877
c/o Ogier Global (Cayman) Limited		E bradley.kruger@ogier.com
89 Nexus Way, Camana Bay
Grand Cayman, KY1-9009		Reference: 506709.00001
Cayman Islands
		30 September 2024

 

Logistic Properties of the Americas (the Company)

 

We have acted as Cayman Islands legal advisers to the Company in connection with the Company’s registration statement on Form S-8, including any amendments or supplements thereto, filed with the United States Securities and Exchange Commission (the Commission) under the United States Securities Act of 1933, as amended (the Act), (including its exhibits, the Registration Statement) relating to the registration of up to 3,170,974 ordinary shares of par value US$0.0001 each of the Company (the Ordinary Shares). The Ordinary Shares are to be issued pursuant to the Company’s 2024 Equity Incentive Plan as in force on the date hereof (the Plan).

 

Unless a contrary intention appears, all capitalised terms used in this opinion have the respective meanings set forth in the Registration Statement and/or Schedule 1, as applicable.

 

A reference to a Schedule is a reference to a schedule to this opinion and the headings herein are for convenience only and do not affect the construction of this opinion.

 

1	Documents examined

 

For the purposes of giving this opinion, we have examined copies of the corporate and other documents and conducted the searches listed in Schedule 1. We have not made any searches or enquiries concerning, and have not examined any documents entered into by or affecting the Company or any other person, save for the searches, enquiries and examinations expressly referred to in Schedule 1.

 

2	Assumptions

 

In giving this opinion we have relied upon the assumptions set forth in Schedule 2 without having carried out any independent investigation or verification in respect of those assumptions.

 

Ogier (Cayman) LLP
89 Nexus Way Camana
Bay Grand Cayman, KY1-9009
Cayman Islands
T +1 345 949 9876
F +1 345 949 9877
ogier.com		A list of Partners may be inspected on our website
As from 11 October 2022, Ogier, which was constituted as a general partnership under the laws of the Cayman Islands, converted to a limited liability partnership registered in the Cayman Islands as Ogier (Cayman) LLP.

 

 

3

Opinions

 

On the basis of the examinations and assumptions referred to above and subject to the qualifications set forth in Schedule 3 and the limitations set forth below, we are of the opinion that when allotted, issued and paid for in accordance with the terms of the applicable Documents and duly entered as fully paid into the Company’s register of members, the Ordinary Shares will be validly issued and allotted and (assuming that all of the required consideration is received by the Company) fully paid and non-assessable. As a matter of Cayman Islands law, the Ordinary Shares are only issued when they have been entered into the register of members of the Company.

 

4	Matters not covered

 

We offer no opinion:

 

(a)

as to any laws other than the laws of the Cayman Islands, and we have not, for the purposes of this opinion, made any investigation of the laws of any other jurisdiction, and we express no opinion as to the meaning, validity, or effect of references in the Documents or the M&A to statutes, rules, regulations, codes or judicial authority of any jurisdiction other than the Cayman Islands;

 

(b)

except to the extent that this opinion expressly provides otherwise, as to the commercial terms of, or the validity, enforceability or effect of the documents reviewed (or as to how the commercial terms of such documents reflect the intentions of the parties), the accuracy of representations, the fulfilment of warranties or conditions, the occurrence of events of default or terminating events or the existence of any conflicts or inconsistencies among the documents and any other agreements into which the Company may have entered or any other documents; or

 

(c)

as to whether the acceptance, execution or performance of the Company’s obligations under the documents reviewed by us will result in the breach of or infringe any other agreement, deed or document entered into by or binding on the Company.

 

5	Governing law of this opinion

 

5.1	This opinion is:

 

(a)

governed by, and shall be construed in accordance with, the laws of the Cayman Islands;

 

(b)

limited to the matters expressly stated in it; and

 

(c)

confined to, and given on the basis of, the laws and practice in the Cayman Islands at the date of this opinion.

 

5.2	Unless otherwise indicated, a reference to any specific Cayman Islands legislation is a reference to that legislation as amended to, and as in force at, the date of this opinion.

 

6

Consent

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In the giving of our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission thereunder.

 

Yours faithfully
/s/ Ogier
Ogier (Cayman) LLP

 

 

SCHEDULE 1

 

Documents examined

 

Corporate and other documents

 

1	The Registration Statement.

 

2

The Plan.

 

3	The Certificate of Incorporation of the Company dated 9 October 2023 (the Certificate of Incorporation) issued by the Registrar of Companies of the Cayman Islands (the Registrar).

 

4	The amended and restated memorandum of association and articles of association of the Company filed with the Registrar on 27 March 2024 (together, the M&A).

 

5	A Certificate of Good Standing dated 27 September 2024 (the Good Standing Certificate) issued by the Registrar in respect of the Company.

 

6

A certificate dated on the date hereof as to certain matters of fact signed by a director of the Company in the form annexed hereto (the Director’s Certificate) having attached to it a certified extract of the resolutions of the directors of the Company passed on August 14, 2024 and the written resolutions of all of the directors of the Company dated 27 March 2024 (together, the Resolutions).

 

7	The Register of Writs at the office of the Clerk of Courts in the Cayman Islands as inspected by us on 27 September 2024 (the Register of Writs).

 

In this opinion, the Registration Statement, the Plan and the exhibits thereto are referred to as the Documents.

 

 

SCHEDULE 2

 

Assumptions

 

Assumptions of general application

 

1	All original documents examined by us are authentic and complete.

 

2	All copy documents examined by us (whether in facsimile, electronic or other form) conform to the originals and those originals are authentic and complete.

 

3	All signatures, seals, dates, stamps and markings (whether on original or copy documents) are genuine.

 

4	Each of the Certificate of Incorporation, the M&A, the Good Standing Certificate, the Resolutions and the Director’s Certificate is in full force and effect and is accurate and complete as at the date of this opinion.

 

5

Where a document has been provided to us in draft or undated form, such document has been executed by all parties in materially the form provided to us and, where we have been provided with successive drafts of a document marked to show changes from a previous draft, all such changes have been accurately marked.

 

6	There will be no intervening circumstance relevant to this opinion between the date hereof and the date upon which the Ordinary Shares are issued, offered and sold.

 

7	No invitation has been or will be made by or on behalf of the Company to the public in the Cayman Islands to subscribe for or purchase any of the Ordinary Shares.

 

8

Prior to giving effect to the transactions contemplated by the Documents and the Registration Statement (the Transactions), including the issue and allotment of the Ordinary Shares: (i) the Registration Statement (including all necessary post-effective amendments) will have become effective under the Act; (ii) all statutory documents necessary to give effect to such Transactions will have been executed, delivered and filed with the applicable governmental authorities (including, where applicable, the Registrar) and all required fees and other amounts will have been paid; and (iii) all other necessary action will have been taken under all applicable laws (other than the laws of the Cayman Islands) to authorise, approve and permit the Transactions, and any and all consents, approvals and authorisations from applicable governmental and regulatory authorities required to authorise and permit the Transactions will have been obtained.

 

Status, authorisation and execution

 

9	Each of the parties to the Documents other than the Company is duly incorporated, formed or organised (as applicable), validly existing and in good standing under all relevant laws.

 

 

10

Each Document and the performance of the obligations of each party thereto has been duly authorised, executed and unconditionally delivered, as applicable, by or on behalf of all parties to it in accordance with all applicable laws (other than, in the case of the Company, the laws of the Cayman Islands).

 

11

In authorising the exercise of the Company’s rights and performance of its obligations under the Documents and the issue and allotment of the Ordinary Shares as contemplated by the Registration Statement, each of the directors of the Company has acted in good faith with a view to the best interests of the Company and has exercised the standard of care, diligence and skill that is required of him or her.

 

12	Any individuals who sign or have signed documents or give information on which we rely, have the legal capacity under all relevant laws (including the laws of the Cayman Islands) to sign such documents and give such information.

 

Enforceability

 

13

None of the opinions expressed herein will be adversely affected by the laws or public policies of any jurisdiction other than the Cayman Islands. In particular, but without limitation to the previous sentence, the laws or public policies of any jurisdiction other than the Cayman Islands will not adversely affect the capacity or authority of the Company.

 

14	There are no agreements, documents or arrangements (other than the documents expressly referred to in this opinion as having been examined by us) that materially affect or modify the Documents or the transactions contemplated by them or restrict the powers and authority of the Company in any way.

 

15	None of the transactions contemplated by the Documents relate to any shares, voting rights or other rights that are subject to a restrictions notice issued pursuant to the Companies Act (Revised) (the Companies Act) of the Cayman Islands.

 

Ordinary Shares

 

16	The issued shares of the Company have been issued at an issue price in excess of the par value thereof and have been entered on the register of members of the Company as fully paid, and the Ordinary Shares shall be issued at an issue price in excess of the par value thereof.

 

Authorisations

 

17

No Ordinary Shares will be issued unless and until all required approvals (including shareholder approvals) required by the rules and regulations of the NYSE American rules have been obtained. Any conditions to which such approvals are subject have been, and will continue to be, satisfied or waived by the parties entitled to the benefit of them.

 

18	Each Document is legal, valid, binding and enforceable against all relevant parties in accordance with its terms under all relevant laws.

 

19	If an obligation is to be performed in a jurisdiction outside the Cayman Islands, its performance will not be contrary to an official directive, impossible or illegal under the laws of that jurisdiction.

 

Sovereign immunity

 

20	The Company is not a sovereign entity of any state and does not have sovereign immunity for the purposes of the UK State Immunity Act 1978 (which has been extended by statutory instrument to the Cayman Islands).

 

 

SCHEDULE 3

 

Qualifications

 

Good Standing

 

1

Under the Companies Act annual returns in respect of the Company must be filed with the Registrar, together with payment of annual filing fees. A failure to file annual returns and pay annual filing fees may result in the Company being struck off the Register of Companies, following which its assets will vest in the Financial Secretary of the Cayman Islands and will be subject to disposition or retention for the benefit of the public of the Cayman Islands.

 

2

In good standing means only that as of the date of the Good Standing Certificate the Company is up-to-date with the filing of its annual returns and payment of annual fees with the Registrar. We have made no enquiries into the Company’s good standing with respect to any filings or payment of fees, or both, that it may be required to make under the laws of the Cayman Islands other than the Companies Act.

 

Limited liability

 

3

We are not aware of any Cayman Islands authority as to when the courts would set aside the limited liability of a shareholder in a Cayman Islands company. Our opinion on the subject is based on the Companies Act and English common law authorities, the latter of which are persuasive but not binding in the courts of the Cayman Islands. Under English authorities, circumstances in which a court would attribute personal liability to a shareholder are very limited, and include: (a) such shareholder expressly assuming direct liability (such as a guarantee); (b) the company acting as the agent of such shareholder; (c) the company being incorporated by or at the behest of such shareholder for the purpose of committing or furthering such shareholder’s fraud, or for a sham transaction otherwise carried out by such shareholder. In the absence of these circumstances, we are of the opinion that a Cayman Islands’ court would have no grounds to set aside the limited liability of a shareholder.

 

Non-assessable

 

4

In this opinion, the phrase “non-assessable” means, with respect to the Ordinary Shares in the Company, that a shareholder shall not, solely by virtue of its status as a shareholder, be liable for additional assessments or calls on the Ordinary Shares by the Company or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstance in which a court may be prepared to pierce or lift the corporate veil).

 

Register of Writs

 

5	Our examination of the Register of Writs cannot conclusively reveal whether or not there is:

 

(a)

any current or pending litigation in the Cayman Islands against the Company; or

 

(b)

any application for the winding up or dissolution of the Company or the appointment of any liquidator, trustee in bankruptcy or restructuring officer in respect of the Company or any of its assets,

 

as notice of these matters might not be entered on the Register of Writs immediately or updated expeditiously or the court file associated with the matter or the matter itself may not be publicly available (for example, due to sealing orders having been made). Furthermore, we have not conducted a search of the summary court. Claims in the summary court are limited to a maximum of CI $20,000.

 

Public offering in the Cayman Islands

 

6	The Company is prohibited by section 175 of the Companies Act from making any invitation to the public in the Cayman Islands to subscribe for any of its securities.

 

 

Exhibit 23.2

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated April 26, 2024 (September 4, 2024 as to the retrospective adjustments applied to earnings per share described in Note 19) relating to the financial statements of Latam Logistic Properties, S.A., appearing in the Registration Statement No. 333-281935 on Form F-1 of Logistic Properties of the Americas effective as of September 20, 2024.

 

/s/ Deloitte & Touche, S.A.

 

San Jose, Costa Rica

September 30, 2024

 

 

 

Exhibit 107

 

Calculation of Filing Fee Tables

 

Form S-8

(Form Type)

 

Logistic Properties of the Americas

(Exact Name of Registrant as Specified in its

Charter)

 

Table 1: Newly Registered Securities

 

		Security Type		Security Class Title				Fee Calculation or Carry Forward Rule				Amount Registered(1)				Proposed Maximum Offering Price Per Unit				Maximum Aggregate Offering Price				Fee Rate				Amount of Registration Fee
Newly Registered Securities
Fees to Be Paid		Equity			Ordinary Shares				Rule 457(c) and 457(h)				3,170,974	(2)		$	10.08	(3)		$	31,963,417.9				0.0001476			$	4,717.8
Fees Previously Paid		-			-				-				-				-				-				-				-
Carry Forward Securities
Carry Forward Securities
		Total Offering Amounts											-							$	31,963,417.9				-			$	4,717.8
		Total Fees Previously Paid											-												-				-
		Total Fee Offsets											-												-				-
		Net Fee Due											-							$	31,963,417.9				-			$	4,717.8

 

(1)	Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(2)	Represents Ordinary Shares reserved for issuance under the Company’s 2024 Equity Incentive Plan as of the date of this Registration Statement.
(3)	Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and 457(h) under the Securities Act, based on the average of the high ($10.28) and low ($9.87) prices of the Ordinary Shares on New York Stock Exchange American on September 25, 2024.

 

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