Logistic Properties of Americas Files 6-K

Ticker: LPA · Form: 6-K · Filed: Sep 23, 2025 · CIK: 1997711

Sentiment: neutral

Topics: sec-filing, registration-statement, procedural

TL;DR

LPA files 6-K, incorporating into S-8 and F-3 registration statements. Standard procedural filing.

AI Summary

Logistic Properties of the Americas filed a Form 6-K on September 23, 2025, incorporating this report into its existing registration statements on Form S-8 (File No. 333-282421) and Form F-3 (File No. 333-286813). The company is a foreign private issuer based in Grand Cayman, Cayman Islands, with its principal executive office in Miami, Florida.

Why It Matters

This filing incorporates previous reports into active registration statements, which is a procedural step for companies with publicly traded securities.

Risk Assessment

Risk Level: low — This filing is primarily procedural and does not appear to contain new material financial or operational information.

Key Numbers

Key Players & Entities

FAQ

What is the purpose of this Form 6-K filing?

This Form 6-K is filed to incorporate by reference previous reports into the company's registration statements on Form S-8 (File No. 333-282421) and Form F-3 (File No. 333-286813).

When was this Form 6-K filed?

The filing date for this Form 6-K is September 23, 2025.

What is the SEC file number for Logistic Properties of the Americas?

The SEC file number for Logistic Properties of the Americas is 001-41995.

Where is the principal executive office of Logistic Properties of the Americas located?

The principal executive office of Logistic Properties of the Americas is located at 601 Brickell Key Drive Suite 700 Miami, FL 33131.

Is Logistic Properties of the Americas a foreign private issuer?

Yes, the filing indicates that Logistic Properties of the Americas is a foreign private issuer.

Filing Stats: 1,175 words · 5 min read · ~4 pages · Grade level 16.9 · Accepted 2025-09-23 17:14:02

Key Financial Figures

Filing Documents

From the Filing

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2025 Commission File Number 001-41995 Logistic Properties of the Americas (Exact name of registrant as specified in its charter) 601 Brickell Key Drive Suite 700 Miami, FL 33131 (Address of principal executive office) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F Form 20-F x Form 40-F o EXPLANATORY NOTE This report on Form 6-K is hereby incorporated by reference into the registration statements on Form S-8 (File No. 333-282421) and Form F-3 (File No. 333-286813) of Logistic Properties of America (the "Company"), and shall be deemed to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished. Share Purchase Agreement On September 23, 2025, the Company entered into a Share Purchase Agreement (the "SPA") with New Circle Principal Investments LLC, a Delaware limited liability company ("New Circle"). Under the SPA, the Company has the right to issue and sell to New Circle up to $30.0 million of its ordinary shares, par value $0.0001 per share (the "Ordinary Shares") subject to certain limitations and conditions set forth in the SPA, from time to time, over a 36-month period. Sales of the Ordinary Shares to New Circle under the SPA, and the timing of any such sales, are solely at the Company's option, and the Company is under no obligation to sell any Ordinary Shares to New Circle under the SPA. Upon the satisfaction of the conditions precedent in the SPA, which include having a registration statement for the resale of the Ordinary Shares issued to New Circle (the "Registration Statement") declared effective, the Company has the right to direct New Circle to purchase a specified number of Ordinary Shares at a specified price in accordance with the pricing mechanisms set forth in the SPA as elected by the Company by delivering written notice (a "Purchase Notice"). A Purchase Notice may not be for the purchase of more than the lesser of (i) an amount of Ordinary Shares equal to 100% of the average of the daily trading volume of the Ordinary Shares on the NYSE American during the five consecutive trading days immediately preceding the delivery of the Purchase Notice and (ii) 100,000 Ordinary Shares. The SPA will automatically terminate on the earliest of (i) the 36-month anniversary of the SPA, (ii) the date on which New Circle shall have made payment to the Company for Ordinary Shares equal to $30.0 million or (iii) the date any statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated, withdrawn or endorsed by any court or governmental authority of competent jurisdiction, as applicable, which would prohibit any of the transactions contemplated by the SPA. The Company has the right to terminate the SPA at no cost or penalty upon five trading days' prior written notice to New Circle, provided that there are no outstanding Purchase Notices under which Ordinary Shares have yet to be issued and the Company has paid all amounts owed to New Circle pursuant to the SPA. The Company and New Circle may also agree to terminate the SPA by mutual written consent. As consideration for New Circle's commitment to purchase Ordinary Shares pursuant to the SPA, the Company paid New Circle a structuring fee of $25,000 and a legal fee of $25,000. In addition, the Company shall pay a commitment fee (the "Commitment Fee") to New Circle in the form of Ordinary Shares with an aggregate market value equal to $300,000 (the "Commitment Shares"), the value of which shall be determined based on the closing price of the Ordinary Shares on the date the Registration Statement is declared effective by the Securities and Exchange Commission (the "SEC") provided however, that the Company may, in its sole discretion, elect to pay the Commitment Fee in a cash amount equal to $250,000 in lieu of issuing Commitment Shares, so long as such amount is paid on or prior to the day of filing of the Registration Statement. The SPA contains customary representations, warranties, conditions and indemnification obligations of the parties. The representations, warranties and covenants contained in such agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties. The net proceeds under the SPA to the Company will depend on the frequency and prices at which the Company sells Ordinary Shares to New Circle. The Company expects that any proceeds received from such sales to New Circle under the SPA will be used for general corporate

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