Logistic Properties (NYSE: LPA) inks $30M share purchase SPA

Rhea-AI Filing Summary

Logistic Properties of the Americas entered a Share Purchase Agreement with New Circle Principal Investments that allows the company, at its option, to sell up to $30.0 million of ordinary shares over a 36‑month period. Each drawdown is initiated by the company through a Purchase Notice and is limited to the lesser of 100% of the recent five‑day average trading volume or 100,000 shares, giving management flexibility in sizing issuances.

The agreement ends after 36 months, once $30.0 million has been purchased, or if legal changes block the transactions, and can also be terminated by the company on short notice if certain conditions are met. As consideration, the company paid New Circle a $25,000 structuring fee, a $25,000 legal fee, and agreed to a commitment fee equal to $300,000 in shares based on the closing price when a resale registration statement becomes effective, or, at the company’s election, $250,000 in cash.

The parties also signed a registration rights agreement requiring the company to file a resale registration statement for shares issued under the facility, including any commitment shares, by October 23, 2025 and to use commercially reasonable efforts to have it declared effective within 45 days of filing. The company cannot issue Purchase Notices until that registration statement is effective and expects to use any proceeds for general corporate purposes, including operations, development activities, capital expenditures, working capital, and debt repayment or refinancing.

Insights

Equity Capital Markets Analyst

LPA sets up a flexible, pre-arranged equity line of up to $30M.

Logistic Properties of the Americas has arranged a share purchase facility with New Circle for up to $30.0 million of ordinary shares over 36 months. The company controls timing and size of each draw via Purchase Notices, each capped at the lesser of 100% of recent five‑day average trading volume or 100,000 shares, which can help limit market impact when tapping the facility.

The arrangement includes upfront costs: a $25,000 structuring fee, a $25,000 legal fee, and a commitment fee equal to $300,000 in shares determined at the registration statement’s effective date, or alternatively $250,000 in cash if paid before that filing. The facility only becomes usable once a resale registration statement is declared effective, and it terminates after 36 months, once $30.0 million is purchased, or if legal changes prevent the transactions.

For investors, this structure provides the company with an additional, discretionary funding source for general corporate purposes, including operations, development activities, capital expenditures, working capital, and debt repayment or refinancing. Actual dilution and cash raised will depend on how frequently management uses the facility, the share price at each draw, and the timing around the required registration filing by October 23, 2025 and its subsequent effectiveness.

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Form 6-K: How Foreign Companies Report to the SEC →

Accepted by SEC EDGAR 09/23/2025 - 05:14 PM Learn about SEC filing dates

FAQ

What did Logistic Properties of the Americas (LPA) announce in this Form 6-K?

Logistic Properties of the Americas disclosed a Share Purchase Agreement with New Circle Principal Investments that allows the company, at its option, to sell up to $30.0 million of ordinary shares over a 36‑month period, along with a related registration rights agreement for the resale of those shares.

How much capital can Logistic Properties of the Americas raise under the New Circle agreement?

The company may issue and sell to New Circle up to $30.0 million of ordinary shares over a 36‑month term, subject to conditions in the Share Purchase Agreement and per‑Purchase Notice limits tied to trading volume and a 100,000‑share cap.

What are the per-draw limits on share sales to New Circle under the SPA?

Each Purchase Notice may not exceed the lesser of 100% of the average daily trading volume of the ordinary shares on the NYSE American over the five trading days before the notice or 100,000 ordinary shares, which constrains the size of each individual drawdown.

What fees and commitment costs does Logistic Properties of the Americas pay to New Circle?

The company paid a $25,000 structuring fee and a $25,000 legal fee, and agreed to a commitment fee equal to $300,000 in shares based on the closing price when the resale registration statement becomes effective, or alternatively $250,000 in cash if paid on or before the day the registration statement is filed.

When does the share purchase facility with New Circle expire or terminate?

The Share Purchase Agreement automatically terminates on the earliest of the 36‑month anniversary of the agreement, the date New Circle has purchased ordinary shares totaling $30.0 million, or the date a legal action prohibits the transactions. The company may also terminate it on five trading days’ notice if certain conditions are met, or by mutual written consent with New Circle.

What are the registration obligations related to the New Circle share purchases for LPA?

In a registration rights agreement, the company agreed to file a resale registration statement by October 23, 2025 covering ordinary shares issued under the facility, including any commitment shares, and to use commercially reasonable efforts to have it declared effective within 45 days of filing. The company cannot issue Purchase Notices until this registration statement is effective.

How does Logistic Properties of the Americas plan to use any proceeds from share sales to New Circle?

The company expects that any proceeds from sales of ordinary shares to New Circle will be used for general corporate purposes, which may include financing operations supporting property management and development activities, capital expenditures, working capital, and the repayment or refinancing of outstanding indebtedness.

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 purposes, which could include financing our operations in support of our property management and development activities, capital expenditures, working capital and the repayment or refinancing of outstanding indebtedness.

Registration Rights Agreement

In connection with the entry into the SPA, on September 23, 2025, the Company entered into a registration rights agreement with New Circle, pursuant to which the Company agreed to file with the SEC, no later than October 23, 2025, the Registration Statement for the resale by New Circle of the Ordinary Shares issued under the SPA (including the Commitment Shares). The Company agreed to use its commercially reasonable efforts to have such Registration Statement declared effective within 45 days of such filing. The Company shall not have the ability to issue any Purchase Notices under the SPA until such resale Registration Statement is declared effective by the SEC.

In the SPA, New Circle represented to the Company, among other things, that it is an “accredited investor” (as such term is defined in Rule 501(a)(3) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”)). The securities referred to in this Form 6-K are being issued and sold to New Circle in reliance upon the exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act.

The foregoing is a brief description of the SPA and the Registration Rights Agreement, and is qualified in its entirety by reference to the full text of the SPA and the Registration Rights Agreement, attached hereto as Exhibits 99.1 and 99.2.

EXHIBIT INDEX

Exhibit No.						Description
99.1						Share Purchase Agreement, dated September 23, 2025, between Logistic Properties of the Americas and New Circle Principal Investments LLC.
99.2						Registration Rights Agreement, dated September 23, 2025, between Logistic Properties of the Americas and New Circle Principal Investments LLC.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

			Logistic Properties of the Americas
			By:			/s/ Esteban Saldarriaga
			Name:			Esteban Saldarriaga
			Title:			Chief Executive Officer

Date: September 23, 2025