two *
PROPOSED BUSINESS COMBINATION: LatAm Logistic Properties
ENTERPRISE VALUE: $578 million
ANTICIPATED SYMBOL: LLP
two proposes to combine with LatAm Logistic Properties.
LatAm Logistic Properties, S.A. is a leading developer, owner, and manager of institutional quality, class A industrial and logistics real estate in Central and South America. LLP’s customers are multinational and regional e-commerce retailers, third-party logistic operators, business-to-business distributors, and retail distribution companies. LLP’s strong customer relationships and insight is expected to enable future growth through the development and acquisition of high-quality, strategically located facilities in its target markets. As of June 30, 2023, LLP consisted of an operating and development portfolio of twenty-eight logistic facilities in Colombia, Peru and Costa Rica, totaling more than 650,000 square meters of gross leasable area.
SUBSEQUENT EVENT – 2/20/24 – LINK
EXTENSION – 1/5/24 – LINK
- The SPAC approved the extension from January 1, 2024 to July 1, 2024.
- 808,683 shares were redeemed at the meeting for $10.64/Share
- $0.02/Share per month contribution will be made into the trust account.
TRANSACTION
- The combined company will have an estimated post-transaction enterprise value of $578 million, based on a pre-money equity value of LLP of $286 million.
- The Business Combination is expected to close in the fourth quarter of 2023.
SPAC FUNDING
- The transaction is estimated to have $25M in PIPE proceeds.
SPONSOR AGREEMENT
- If the SPAC raises $25M from the PIPE, it will forfeit $1.2M of sponsor shares.
- If more capital is raised, the sponsor forfeiture will decrease
LOCK-UP
- Company and Sponsor
- Pursuant to the Lock-Up Agreement, such shareholders agreed not to, during the period commencing from the Closing and ending on the 12-month anniversary of the Closing or earlier, if Pubco consummates a third-party tender offer, stock sale, liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of Pubco’s shareholders having the right to exchange their equity holdings in the Company for cash, securities or other property (and, with respect to 50% of the shares, subject to early release if the last trading price of the Pubco Ordinary Shares equals or exceeds $12.50 for any 20 trading days within any 30 trading day period commencing at least 180 days after the Closing)
NOTABLE CONDITIONS TO CLOSING
- A minimum of $25 million in net cash proceeds from the Business Combination.
- Two shareholder approval
NOTABLE CONDITIONS TO TERMINATION
- The Business Combination Agreement may be terminated by either TWOA or LLP if the conditions to the Closing set forth in the Business Combination Agreement are not satisfied or waived by December 31, 2023 (the “Outside Date”), provided that if TWOA seeks and obtains an extension to consummate its business combination beyond TWOA’s current deadline of January 1, 2024, each of TWOA and LLP has the right by providing written notice thereof to the other party to extend the Outside Date for one or more additional periods equal in the aggregate to three additional months.
ADVISORS
- Company
- BTG Pactual is acting as exclusive M&A advisor.
- Baker & McKenzie LLP is acting as U.S. counsel.
- SPAC
- Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“CCM”), is acting as exclusive financial advisor and lead capital markets advisor.
- Ellenoff Grossman & Schole LLP is acting as U.S. counsel.
EXTENSION – 4/6/23 – LINK
- The SPAC approved the extension from April 1, 2023 to January 1, 2024
- 16,437,487 shares were redeemed at the meeting
- No contribution will be made into the trust account.
SUBSEQUENT EVENT – 3/27/23 – LINK
- The SPAC entered into a non-redemption agreement with several unaffiliated third parties in exchange for them agreeing not to redeem an aggregate of 900,000 shares
- The Sponsor will transfer 270,000 Class B shares to the non-redeeming shareholders
SUBSEQUENT EVENT – 3/23/23 – LINK
- The SPAC entered into a term sheet with HC Proptech Partners III, LLC to purchase the class B shares from the current sponsor
- The Company intends to present to shareholders, to the extent it is able to do so under applicable law and regulations, a proposal to be approved by special resolution, that the name of the Company be changed from “two” to “PropTech Investment Corporation III.”
- If the Definitive Agreement is not executed by March 29, 2023, or if the Company determines that the Closing is unlikely to occur, it is the intention of the Company not to submit the Extension Proposal for shareholder approval, and to proceed with the liquidation of the Company.
MANAGEMENT & BOARD
Executive Officers
Kevin E. Hartz, 51 [Resigned]
Co-Founder, Co-Chief Executive Officer and Director
Mr. Hartz is an experienced entrepreneur, company executive, and investor with deep expertise in the technology sector. He is also a Co-Founder, Director, and the Chief Executive Officer of one (NYSE: AONE). Mr. Hartz is the Co-Founder, Chairman, and former Chief Executive Officer of Eventbrite (NYSE: EB), a global self-service ticketing platform with over 300 million tickets distributed to more than 4 million experiences in 2019. Eventbrite is where people all over the world discover new things to do or new ways to do more of what they love. Prior to founding Eventbrite, Mr. Hartz was the Co-Founder and Chief Executive Officer of Xoom, a leader and pioneer in the online consumer-to-consumer international money transfer industry serving over 160 countries worldwide. Xoom was a publicly traded company acquired by PayPal in 2015 for $1.1 billion. Over the course of his career, Mr. Hartz invested in PayPal, Trulia, Airbnb, Pinterest, Uber, and Opendoor among others. Mr. Hartz received a Bachelor of Arts and Science degree in History and Applied Earth Sciences from Stanford University and a Master’s degree from University College, Oxford University.
Gautam Gupta, 40 [Resigned]
Co-Founder, Co-Chief Executive Officer
Mr. Gupta is also a director of one (NYSE: AONE). Previously, Mr. Gupta served as the Chief Financial Officer and Chief Business Officer at Opendoor.com (NASDAQ: OPEN) from October 2019 to September 2020, and was Opendoor’s Chief Operating Officer from July 2017 to October 2019. From April 2013 to July 2017, Mr. Gupta held various positions at Uber, most recently as Head of Finance. From July 2007 to April 2013, Mr. Gupta worked at Goldman Sachs, initially as an Associate and later as a Vice President. Mr. Gupta holds an MBA from the Massachusetts Institute of Technology and a B.A.Sc in Computer Engineering from Nanyang Technological University.
Troy B. Steckenrider III, 34 [Resigned]
Co-Founder, Chief Financial Officer
Mr. Steckenrider is also a Co-Founder, the Chief Financial Officer and a director of one (NYSE: AONE), a special purpose acquisition company that completed its initial public offering in August 2020. Previously, Mr. Steckenrider was Chief Operating Officer of ZeroDown, a fractional home ownership service. Prior to that, Mr. Steckenrider was Director of Capital Markets at Opendoor, a real estate platform, where he was responsible for building out corporate infrastructure and supporting the company’s growth. Earlier in his career, Mr. Steckenrider was on the private equity investment team at Bain Capital and served a wide variety of clients while at McKinsey & Company. Mr. Steckenrider received a Bachelor of Arts degree in Economics from Dartmouth College and an MBA from Harvard Business School. He is a CFA charterholder.
Thomas D. Hennessy, — [Appointed]
Chairman, Chief Executive Officer and Interim Chief Financial Officer
Thomas D. Hennessy has served as a Managing Partner of Growth Strategies of Hennessy Capital Group, LLC, an alternative investment firm founded in 2013 that focuses on investing in industrial, infrastructure, climate and real estate technologies. Mr. Hennessy has served as a director of Jaguar Global Growth Corporation I (Nasdaq: JGGC), a special purpose acquisition company targeting business operating primarily outside of the United States in the PropTech sector, since February 2021. Since December 2020, he has served as a director of 7GC & Co. Holdings Inc. (Nasdaq: VII), a special purpose acquisition company targeting the technology industry. Since 2019, Mr. Hennessy, in his role as Chairman, Co-Chief Executive Officer and President, has executed two successful SPAC business combinations, including (i) PropTech Investment Corporation’s (“PTAC”) business combination with Porch Group, Inc. (Nasdaq: PRCH) in 2020; and (ii) PropTech Investment Corporation II’s (“PTIC”) business combination with Appreciate Holdings, Inc. (Nasdaq: SFR) in 2022. Since 2021, Mr. Hennessy has also invested in 14 privately-held companies in his capacity as Managing Partner of Hennessy Capital Growth Partners, a growth equity fund that serves as a strategic capital and growth partner to real estate technology and climate technology companies. Mr. Hennessy served from 2014 to 2019 as a Portfolio Manager of Abu Dhabi Investment Authority (“ADIA”). Mr. Hennessy holds a B.A. degree from Georgetown University and an M.B.A. from the University of Chicago Booth School of Business. Mr. Hennessy is qualified to serve as a director of the Company due to his extensive experience with special purpose acquisition companies and his expertise in mergers and acquisitions.
Board of Directors
Pierre Lamond, 89 [Resigned]
Director (Chairman of the Board)
Mr. Lamond is also a director of one (NYSE: AONE). Mr. Lamond is an experienced investor, serving as a General Partner at Sequoia Capital from January 1982 to December 2008, where he played a pivotal role in the expansion of the semiconductor, systems and software portfolios. While at Sequoia Capital, he served as chairman of the board of directors of Cypress Semiconductor, Microchip Semiconductor, Vitesse Semiconductor, Open Silicon Inc., Redback Networks, Verisity and Plumtree and served as a member of the board of directors of Mellanox Technologies and Xoom. From March 2009 to December 2014, Mr. Lamond was a General Partner at Khosla Ventures. From October 2015 to present, Mr. Lamond has been a partner at Eclipse Ventures. Mr. Lamond is also a pioneer of the semiconductor industry. From February 1966 to August 1981, Mr. Lamond co-founded and held various positions at the National Semiconductor Corporation, including Vice President and General Manager, Integrated Circuits and Chief Technology Officer and Vice President, General Manager of Advanced Products. Prior to that, Mr. Lamond oversaw the development of the advanced high-frequency transistor and the first generation of digital integrated circuits at Fairchild Semiconductor from June 1961 to February 1966. Mr. Lamond holds an MSEE and an MS in Physics from the University of Toulouse, France.
Michelle Gill, 47 [Resigned]
Director
Ms. Gill is also a director of one (NYSE: AONE). Ms. Gill is currently the EVP and Group Business Unit Leader for Lending and Capital Markets at Social Finance Inc. (SoFi), which she joined in April 2018 initially as SoFi’s Chief Financial Officer. From July 2017 to April 2018, Ms. Gill was a Managing Director in the US Assets Business at Sixth Street Partners. From February 2003 to April 2017, Ms. Gill served in various roles at Goldman Sachs, most recently as a partner, co-heading the Structured Finance business. During her time at Goldman Sachs, Ms. Gill held numerous roles including running the Mortgage Finance business, starting and running a Re-Structuring team during the 2008 Global Financial Crisis, and running Whole Loan trading before ultimately co-heading the Structured Finance business. Prior to Goldman Sachs, Ms. Gill held positions at Lehman Brothers and Cadwalader, Wickersham & Taft. Ms. Gill holds a JD from Cornell Law School and a Bachelor of Arts from the University of California at Los Angeles.
Ryan Petersen, 40 [Resigned]
Director
Mr. Petersen is the founder and CEO of Flexport, a technology platform for global trade. Prior to starting Flexport, Mr. Petersen was the founder and CEO of ImportGenius, a provider of transaction data for the global trade industry. He has experience investing in numerous technology companies. He earned a BA from the University of California at Berkeley and an MBA from Columbia Business School.
M. Joseph Beck, — [Appointed]
Director
M. Joseph Beck has served as a director of Jaguar Global Growth Corporation I, a special purpose acquisition company targeting business operating primarily outside of the United States in the PropTech sector, since February 2021. Since December 2020, he has served as a director of 7GC & Co. Holdings Inc. (Nasdaq: VII), a special purpose acquisition company targeting the technology industry. From July 2019 to December 2020, he served as Co-Chief Executive Officer, Chief Financial Officer and director of PTAC. Mr. Beck has served as a Managing Partner of Growth Strategies of Hennessy Capital Group LLC since July 2019. From August 2012 to July 2019, Mr. Beck served as a Senior Investment Manager of ADIA. From July 2008 to August 2012, Mr. Beck served as an analyst in the Investment Banking Division of Goldman, Sachs & Co. Mr. Beck holds a B.A. degree from Yale University. Mr. Beck is qualified to serve as a director of the Company due to his extensive experience with special purpose acquisition companies and his expertise in finance.
Adam Blake, — [Appointed]
Director
Adam Blake is an independent investor. He served as an independent director of PTIC from December 2020 until November 2022. In January 2017, Mr. Blake co-founded Zego Inc., a digital amenity and resident engagement platform for apartments, for which he served as the Chief Executive Officer until April 2019, when it was acquired by PayLease, a portfolio company of Vista Equity Partners. In October 2010, Mr. Blake founded Brightergy, an energy service and software company, for which he served as Chief Executive Officer until July 2016. Previously, Mr. Blake was a real estate investor and developer specializing in multi-family apartments and other types of real estate investments. Mr. Blake holds a B.B.A degree from Texas Christian University. Mr. Blake is qualified to serve as a director of the Company due to his expertise in real estate investments.
Jack Leeney, — [Appointed]
Director
Jack Leeney has served as Chairman and Chief Executive Officer of 7GC & Co. Holdings (Nasdaq: VII) since 2020. Since 2019, he has served as an independent director of PTAC (merged with Porch) and PTIC (merged with Appreciate Holdings, Inc.). Since 2016, Mr. Leeney has served as a Co-Founder and Managing Partner of 7 Global Capital, a growth stage venture capital firm. Mr. Leeney led the firm’s investments in Cheddar (sold to Altice USA, May 2019), Capsule Corp., hims & hers (IPO, January 2021, NYSE: HIMS), Roofstock, The Mom Project, Reliance Jio, Because Market and Jackpocket. He currently serves on the board of directors of The Mom Project and Because Market. Between April 2011 and December 2016, Mr. Leeney served on the boards of directors of Quantenna Communications, Inc. (Nasdaq: QTNA), DoAt Media Ltd. (Private), CinePapaya (acquired by Comcast), Joyent (acquired by Samsung), BOKU, Inc. (AIM: BOKU), Eventful (acquired by CBS) and Blueliv (Private). Previously, Mr. Leeney served as the Head of U.S. Investing for Telefonica Ventures between June 2012 and September 2016, the investment arm of Telefonica (NYSE: TEF), served as an investor at Hercules Capital (NYSE: HTGC) between May 2011 and June 2012 and began his career as a technology-focused investment banker at Morgan Stanley in 2007. Mr. Leeney holds a B.S. from Syracuse University. Mr. Leeney is qualified to serve as a director of the Company due to his experience with public companies and capital market.
Javier Saade, 52 [Appointed]
Director
Mr. Javier Saade, age 52, has been a Venture Partner at Fenway Summer Ventures, a venture capital firm, since 2016, Founder and Managing Partner of Impact Master Holdings since 2019, and Operating Partner at Presidio Investors, a private equity firm, since 2023. He has been serving as Chairman of the Board of Directors of GP Funding, Inc., a private-equity backed financial services firm, since 2018. He served on the Board of Directors of SVF Investment Corp. (Nasdaq: SVFA) from January 2021 to March 2023 and on the Board of Directors of Porch Group (Nasdaq: PRCH) from December 2020 to March 2022. He also previously served on the Boards of Trustees of The Nature Conservancy, Pan American Development Foundation and Foundation for Puerto Rico and held seats on the Global Advisory Board of DocuSign, Inc. (Nasdaq: DOCU), Corporate Responsibility Board of Univision and Board of Advisors of Harvard’s Rock Center for Entrepreneurship. Previously, Mr. Saade was appointed by President Obama as Associate Administrator of the U.S. Small Business Administration and was its Chief of Investment and Innovation from 2013 to 2015. He also served on the Advisory Committee for Small and Emerging Companies at the U.S. Securities & Exchange Commission and on multiple White House councils working on economic policy. Prior to public service, he spent about 20 years in investing, operating and advisory roles at organizations that include McKinsey & Company, Booz Allen & Hamilton (NYSE: BAH), Bridgewater Associates, Abbott Laboratories (NYSE: ABT), GEM Group and Air America Media, a company he co-founded. He holds a B.S. in Industrial Management from Purdue University, an M.S. in Operations & Technology from the Illinois Institute of Technology and an M.B.A. from Harvard Business School, where he is currently an executive fellow. Mr. Saade is qualified to serve as a director of the Company due to his extensive operating, entrepreneurial, strategy and governance experience with public and private companies, capital allocation and principal investing.

