Ownership Submission
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FORM 4
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Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB APPROVAL
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OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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HC PropTech Partners III LLC
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2. Issuer Name and Ticker or Trading Symbol
two [TWOA]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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_____ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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(Last)
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(First)
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(Middle)
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195 US HWY 50 , SUITE 208
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3. Date of Earliest Transaction (Month/Day/Year)
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(Street)
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ZEPHYR COVE
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NV
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89448
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4. If Amendment, Date Original Filed(Month/Day/Year)
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6. Individual or Join/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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HC PropTech Partners III LLC
195 US HWY 50
SUITE 208
ZEPHYR COVE, NV89448
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X
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HC PropTech III LLC
195 US HWY 50
SUITE 208
ZEPHYR COVE, NV89448
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X
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Signatures
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/s/ Thomas D. Hennessy, as the Managing Member of HC PropTech III LLC, Managing Member of HC PropTech Partners III LLC
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2024-03-29
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**Signature of Reporting Person
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Date
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/s/ Thomas D. Hennessy, as the Managing Member of HC PropTech III LLC
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2024-03-29
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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(1)
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On March 27, 2024 (the "Closing Date"), Logistic Properties of the Americas, a Cayman Islands exempted company ("LGA"), two, a Cayman Islands exempted company ("TWOA"), LatAm Logistic Properties, S.A., a company incorporated under the laws of Panama ("LLP"), consummated their previously announced business combination (the "Business Combination") pursuant to the Business Combination Agreement, dated as of August 15, 2023 (the "Business Combination Agreement"), by and among LGA, TWOA, LLP and the other parties thereto. On the Closing Date, pursuant to the terms of the Business Combination Agreement, each outstanding Class B ordinary share of TWOA converted into a Class A ordinary share of TWOA at a conversion ratio of one Class B ordinary share for one Class A ordinary share.
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(2)
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In connection with the consummation of the Business Combination, 1,071,918 of the Class B ordinary shares of TWOA were forfeited by the reporting person to LGA for no consideration.
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(3)
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Pursuant to the terms of the Business Combination Agreement, on the Closing Date, each outstanding Class A ordinary share of TWOA following the conversion described in footnote 1 above was exchanged for one newly issued ordinary share of LGA.
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(4)
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These shares are held by HC Proptech Partners III LLC (the "Sponsor"). HC PropTech III LLC is the managing member of the Sponsor and each of Thomas D. Hennessy and Daniel J. Hennessy are the managing members of HC PropTech III LLC.
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
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