| Description of Organization and Business Operations | Note
1- Description of Organization and Business Operations two
(the “Company”) was incorporated as a Cayman Islands exempted company on January 15, 2021 As
of December 31, 2023, the Company had not commenced any operations. All activity for the period from January 15, 2021 (inception) through
December 31, 2023 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”)
described below, and since the Initial Public Offering, the search for a Business Combination. The Company will not generate any operating
revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income
from investments in a trust account (“Trust Account”) derived from the proceeds of the Initial Public Offering. The
Company’s sponsor was originally two sponsor, a Cayman Islands exempted limited company (the “Original Sponsor”), until
March 31, 2023 and has been HC PropTech Partners III LLC (the “New Sponsor”) since March 31, 2023. The registration statement
for the Company’s Initial Public Offering was declared effective March 29, 2021. On April 1, 2021, the Company consummated its
Initial Public Offering of 20,000,000 10.00 200.0 11.1 7.0 3,000,000 10.00 1,437,500 14.4 755,000 503,000 Simultaneously
with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 600,000 10.00 6.0 28,750 287,500 628,750 Upon
the closing of the Initial Public Offering, the Over-Allotment and the Private Placement, $ 214.4 10.00 185 TWO NOTES
TO FINANCIAL STATEMENTS DECEMBER
31, 2023 The
Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering
and the sale of Private Placement Shares, although substantially all of the net proceeds were intended to be applied generally toward
consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully.
The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80 50 The
Company will provide its holders of its Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a
portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called
to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder
approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders
will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially at $ 10.00 5,000,001 Notwithstanding
the foregoing, the Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate
of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under
Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its
shares with respect to more than an aggregate of 15 TWO NOTES
TO FINANCIAL STATEMENTS DECEMBER
31, 2023 The
Original Sponsor, the New Sponsor, and the Company’s officers and directors (the “initial shareholders”) agreed not
to propose an amendment to the Amended and Restated Memorandum and Articles of Association (A) that would modify the substance or timing
of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem
100 If
the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except
for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten 100,000 The
initial shareholders agreed to waive their liquidation rights with respect to the Founder Shares and any Private Placement Shares they
hold if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders or members
of the Company’s management team acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating
distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within
the Combination Period. The underwriter agreed to waive their rights to its deferred underwriting commission (see Note 5) held in the
Trust Account and such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption
of the Public Shares. In order to protect the amounts held in the Trust Account, the Original Sponsor and the New Sponsor agreed to be
liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective
target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account.
This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim
of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriter of
the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities
Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the New Sponsor will
not be responsible to the extent of any liability for such third-party claims. The Company seeks to reduce the possibility that the New
Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except
for the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the
Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held
in the Trust Account. On
March 31, 2023, the Company held its extraordinary general meeting of shareholders at which the shareholders approved an amendment to
the Company’s Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate
a Business Combination from April 1, 2023 (the date which was 24 months from the closing date of the Company’s Initial Public Offering)
to January 1, 2024 (the date which is 33 months from the closing date of the Initial Public Offering). TWO NOTES
TO FINANCIAL STATEMENTS DECEMBER
31, 2023 In
connection with the extraordinary general meeting of shareholders, on March 31, 2023, shareholders holding 16,437,487 168.2 10.23 51.2 5,000,013 On
March 31, 2023, the Original Sponsor sold 4,854,375 On
August 15, 2023, the Company announced the execution of a definitive business combination agreement (the “Business Combination
Agreement”) with LatAm Logistic Properties S.A., a company incorporated under the laws of Panama (together with its successors,
“LLP”), by a joinder agreement, each of Logistic Properties of the Americas, a Cayman Islands exempted company (“Pubco”),
and Logistic Properties of the Americas Subco, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco, and upon execution
of a joinder agreement, LPA Panama Group Corp., a company incorporated under the laws of Panama to be a wholly-owned subsidiary of Pubco,
for a proposed business combination among the parties (the “LLP Transaction”). Pursuant to the Business Combination Agreement,
Pubco will become the parent company of each of the Company and LLP following the consummation of the LLP Transaction. The
total consideration to be 286,000,000 10.00 On
December 29, 2023, the Company held its extraordinary general meeting in lieu of an annual general meeting of shareholders at which the
shareholders approved an amendment to the Company’s Amended and Restated Memorandum and Articles of Association to extend the date
by which the Company must consummate a Business Combination from January 1, 2024 (the date which was 33 months from the closing date
of the Company’s Initial Public Offering) to July 1, 2024 (the date which is 40 months from the closing date of the Initial Public
Offering). In
connection with the extraordinary general meeting of shareholders, on December 29, 2023, shareholders holding 808,683 8.6 10.64 4,191,330 On
December 29, 2023, the Company issued a promissory note in the aggregate principal amount of up to $ 440,090 440,090 The Company has deposited $ 146,697 73,348 440,090 TWO NOTES
TO FINANCIAL STATEMENTS DECEMBER
31, 2023 Liquidity
and Going Concern As
of December 31, 2023, the Company had $ 57,569 3,073,719 8,605,678 The
Company’s original liquidity needs have been satisfied through $ 25,000 81,000 300,000 2.5 81,000 1,500,000 241,414 1,500,000 3,000,000 Management
has determined that the Company may not have sufficient liquidity to meet its anticipated obligations through the earlier of its consummation
of an initial Business Combination or its liquidation date. Over this time period, the Company will be using these funds for paying existing
accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective
target businesses, paying for travel expenditures, and structuring, negotiating and consummating the Business Combination. In
connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation
of Financial Statements—Going Concern,” management has determined that the liquidity issue, timing of the mandatory liquidation
and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have
been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after July 1, 2024. The financial
statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. The Company
plans to either complete a Business Combination prior to the mandatory liquidation date or extend such date. TWO NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 |
