LPA 6-K
Logistic Properties of the Americas (LPA)
6-K
2025-11-12
For: 2025-09-30
View Original
Added on
July 04, 2026
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 November 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
The following documents attached as exhibits to this Form 6-K: Exhibit 99.1, the unaudited condensed consolidated interim financial statements as of September 30, 2025 and December 31, 2024 and for the three and nine months ended September 30, 2025 and 2024; and Exhibit 99.2, Logistic Properties of the Americas’ Management’s Discussion and Analysis for the period ended September 30, 2025, shall be deemed to be filed and incorporated by reference herein.
EXHIBIT INDEX
| Exhibit No. | Description | |||||||
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: November 12, 2025
Exhibit 99.1
 | |||||
| Logistic Properties of the Americas | |||||
| Condensed Consolidated Interim Financial Statements (Unaudited) | |||||
As of September 30, 2025 and December 31, 2024, and for the three and nine months ended September 30, 2025 and 2024 | |||||
LOGISTIC PROPERTIES OF THE AMERICAS AND SUBSIDIARIES
| TABLE OF CONTENTS | |||||
| Page | |||||
LOGISTIC PROPERTIES OF THE AMERICAS AND SUBSIDIARIES
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME (LOSS)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(in U.S. Dollars except for number of shares)
| For the three months ended September 30, | For the nine months ended September 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Notes | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||||||||||||||
| REVENUES | ||||||||||||||||||||||||||
| Rental revenue | 4 | $ | 12,170,948 | $ | 11,173,774 | $ | 35,525,708 | $ | 32,547,117 | |||||||||||||||||
| Other revenue | 4 | 713,568 | 98,856 | 891,291 | 195,911 | |||||||||||||||||||||
| Total revenues | 12,884,516 | 11,272,630 | 36,416,999 | 32,743,028 | ||||||||||||||||||||||
| Investment property operating expense | 5 | (1,787,409) | (1,616,919) | (6,132,246) | (4,856,809) | |||||||||||||||||||||
| General and administrative expense | (4,498,830) | (4,750,884) | (12,671,001) | (11,001,664) | ||||||||||||||||||||||
| Listing expense | 3 | — | — | — | (44,469,613) | |||||||||||||||||||||
| Investment property valuation gain | 10 | 7,149,954 | 8,175,196 | 8,808,035 | 17,925,184 | |||||||||||||||||||||
| Interest income from affiliates | 18 | — | — | — | 302,808 | |||||||||||||||||||||
| Financing costs | 12 | (4,929,139) | (5,796,879) | (15,111,784) | (17,168,235) | |||||||||||||||||||||
| Net foreign currency gain (loss) | 21,052 | 49,158 | 285,569 | (127,447) | ||||||||||||||||||||||
| Other income | 6 | 209,619 | 1,104,810 | 693,988 | 12,253,069 | |||||||||||||||||||||
| Other expenses | 6 | (557,635) | (1,238,072) | (560,384) | (8,582,889) | |||||||||||||||||||||
| Profit (loss) before taxes | 8,492,128 | 7,199,040 | 11,729,176 | (22,982,568) | ||||||||||||||||||||||
| INCOME TAX EXPENSE | 15 | (3,257,287) | (2,365,571) | (6,548,602) | (6,212,089) | |||||||||||||||||||||
| PROFIT (LOSS) FOR THE PERIOD | $ | 5,234,841 | $ | 4,833,469 | $ | 5,180,574 | $ | (29,194,657) | ||||||||||||||||||
| OTHER COMPREHENSIVE INCOME (LOSS): | ||||||||||||||||||||||||||
| Items that may be reclassified subsequently to profit or loss: | ||||||||||||||||||||||||||
| Translation gain (loss) from functional currency to reporting currency | 4,579,893 | (231,538) | 12,613,939 | (7,926,742) | ||||||||||||||||||||||
| TOTAL COMPREHENSIVE INCOME (LOSS) FOR THE PERIOD | $ | 9,814,734 | $ | 4,601,931 | $ | 17,794,513 | $ | (37,121,399) | ||||||||||||||||||
| PROFIT (LOSS) FOR THE PERIOD ATTRIBUTABLE TO: | ||||||||||||||||||||||||||
| Owners of the Company | $ | 4,733,401 | $ | 4,942,591 | $ | 2,792,567 | $ | (33,181,385) | ||||||||||||||||||
| Non-controlling interests | 501,440 | (109,122) | 2,388,007 | 3,986,728 | ||||||||||||||||||||||
| Total profit (loss) for the period | $ | 5,234,841 | $ | 4,833,469 | $ | 5,180,574 | $ | (29,194,657) | ||||||||||||||||||
| TOTAL COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO: | ||||||||||||||||||||||||||
| Owners of the Company | $ | 9,313,294 | $ | 4,711,053 | $ | 15,406,506 | $ | (41,108,127) | ||||||||||||||||||
| Non-controlling interests | 501,440 | (109,122) | 2,388,007 | 3,986,728 | ||||||||||||||||||||||
| Total comprehensive income (loss) for the period: | $ | 9,814,734 | $ | 4,601,931 | $ | 17,794,513 | $ | (37,121,399) | ||||||||||||||||||
| Weighted average number of shares – basic | 14 | 31,521,629 | 31,740,073 | 31,577,873 | 30,732,528 | |||||||||||||||||||||
| Weighted average number of shares – diluted | 14 | 31,668,004 | 31,967,429 | 31,750,684 | 30,732,528 | |||||||||||||||||||||
| Earnings (loss) per share attributable to owners of the Company - basic | 14 | $ | 0.15 | $ | 0.16 | $ | 0.09 | $ | (1.08) | |||||||||||||||||
| Earnings (loss) per share attributable to owners of the Company - diluted | 14 | $ | 0.15 | $ | 0.15 | $ | 0.09 | $ | (1.08) | |||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
1
LOGISTIC PROPERTIES OF THE AMERICAS AND SUBSIDIARIES
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION
AS OF SEPTEMBER 30, 2025 AND DECEMBER 31, 2024
(in U.S. Dollars)
| As of September 30, 2025 (Unaudited) | As of December 31, 2024 | |||||||||||||
| Notes | ||||||||||||||
| ASSETS | ||||||||||||||
| CURRENT ASSETS: | ||||||||||||||
| Cash and cash equivalents | $ | 17,991,075 | $ | 28,827,347 | ||||||||||
| Lease and other receivables, net | 8 | 3,741,461 | 2,641,772 | |||||||||||
| Receivables from the sale of investment properties - short term | 10 | — | 3,589,137 | |||||||||||
| Prepaid construction costs | 790,690 | 165,836 | ||||||||||||
| Prepaid income taxes | 1,431,164 | 2,008,553 | ||||||||||||
| Other current assets | 9 | 6,817,668 | 2,769,109 | |||||||||||
| Total current assets | 30,772,058 | 40,001,754 | ||||||||||||
| NON-CURRENT ASSETS: | ||||||||||||||
| Investment properties | 10 | 624,598,614 | 554,518,864 | |||||||||||
| Tenant notes receivable - long term, net | 8 | 1,455,424 | 1,748,616 | |||||||||||
| Restricted cash equivalents - long term | 6,598,854 | 5,835,117 | ||||||||||||
| Property and equipment, net | 374,414 | 313,202 | ||||||||||||
| Deferred tax asset | 175,857 | 241,967 | ||||||||||||
| Other non-current assets | 3,030,351 | 4,360,058 | ||||||||||||
| Total non-current assets | 636,233,514 | 567,017,824 | ||||||||||||
| TOTAL ASSETS | $ | 667,005,572 | $ | 607,019,578 | ||||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||||
| CURRENT LIABILITIES: | ||||||||||||||
| Accounts payable and accrued expenses | $ | 11,863,280 | $ | 8,356,915 | ||||||||||
| Income tax payable | 4,800,644 | 2,764,352 | ||||||||||||
| Retainage payable | 2,323,010 | 1,500,729 | ||||||||||||
| Long term debt – current portion | 12 | 10,037,537 | 12,636,821 | |||||||||||
| Security deposits – current portion | 46,024 | 167,005 | ||||||||||||
| Lease liability – current portion | 11 | 88,798 | 458,081 | |||||||||||
| Other current liabilities | 9 | 62,880 | 640,933 | |||||||||||
| Total current liabilities | 29,222,173 | 26,524,836 | ||||||||||||
| NON-CURRENT LIABILITIES: | ||||||||||||||
| Long term debt | 12 | 270,584,448 | 253,248,978 | |||||||||||
| Deferred tax liability | 42,832,444 | 40,141,510 | ||||||||||||
| Security deposits | 3,062,872 | 2,440,371 | ||||||||||||
| Lease liability | 11 | 12,934,857 | 12,972,016 | |||||||||||
| Other non-current liabilities | 358,507 | 890,449 | ||||||||||||
| Total non-current liabilities | 329,773,128 | 309,693,324 | ||||||||||||
| TOTAL LIABILITIES | 358,995,301 | 336,218,160 | ||||||||||||
| EQUITY: | ||||||||||||||
| Ordinary shares | 13 | 3,190 | 3,180 | |||||||||||
| Additional paid-in capital | 220,010,797 | 218,291,347 | ||||||||||||
| Retained earnings | 41,385,784 | 38,593,217 | ||||||||||||
| Treasury shares, at cost | 13 | (3,273,154) | (1,242,773) | |||||||||||
| Foreign currency translation reserve | (14,066,156) | (26,680,095) | ||||||||||||
| Equity attributable to owners of the Company | 244,060,461 | 228,964,876 | ||||||||||||
| Non-controlling interests | 63,949,810 | 41,836,542 | ||||||||||||
| Total equity | 308,010,271 | 270,801,418 | ||||||||||||
| TOTAL LIABILITIES AND EQUITY | $ | 667,005,572 | $ | 607,019,578 | ||||||||||
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
2
LOGISTIC PROPERTIES OF THE AMERICAS AND SUBSIDIARIES
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(in U.S. Dollars except for number of shares)
| Ordinary Shares | Treasury Shares | Additional paid-in capital | Retained earnings | Foreign currency translation reserve | Equity attributable to owners of the Company | Non— controlling interests | Total equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Notes | Number of shares | Common Share capital | Number of shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE AS OF DECEMBER 31, 2024 | 31,799,747 | $ | 3,180 | (126,834) | $ | (1,242,773) | $ | 218,291,347 | $ | 38,593,217 | $ | (26,680,095) | $ | 228,964,876 | $ | 41,836,542 | $ | 270,801,418 | ||||||||||||||||||||||||||||||||||||||||||||
| Profit (loss) for the period | — | — | — | — | — | 2,792,567 | — | 2,792,567 | 2,388,007 | 5,180,574 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | 12,613,939 | 12,613,939 | — | 12,613,939 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total comprehensive income (loss) for the period | — | — | — | — | — | 2,792,567 | 12,613,939 | 15,406,506 | 2,388,007 | 17,794,513 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based payments (net of tax) | 17 | — | — | — | — | 1,522,305 | — | — | 1,522,305 | — | 1,522,305 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued for vested RSUs | 17 | 97,910 | 10 | — | — | (10) | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of treasury shares | 13 | — | — | (249,194) | (2,030,381) | — | — | — | (2,030,381) | — | (2,030,381) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Acquisition of investment properties | 10 | — | — | — | — | 197,155 | — | — | 197,155 | 19,517,969 | 19,715,124 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Capital contributions from non-controlling interests | — | — | — | — | — | — | — | 1,463,667 | 1,463,667 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to non-controlling interests | — | — | — | — | — | — | — | — | (1,256,375) | (1,256,375) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE AS OF SEPTEMBER 30, 2025 (Unaudited) | 31,897,657 | $ | 3,190 | (376,028) | $ | (3,273,154) | $ | 220,010,797 | $ | 41,385,784 | $ | (14,066,156) | $ | 244,060,461 | $ | 63,949,810 | $ | 308,010,271 | ||||||||||||||||||||||||||||||||||||||||||||
| Ordinary Shares | Treasury Shares | Additional paid-in capital | Retained earnings | Foreign currency translation reserve | Equity attributable to owners of the Company | Non— controlling interests | Total equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Notes | Number of Shares | Common Share capital | Number of shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE AS OF DECEMBER 31, 2023 | 168,142,740 | $ | 168,142,740 | — | $ | — | $ | — | $ | 67,878,645 | $ | (13,694,983) | $ | 222,326,402 | $ | 38,616,515 | $ | 260,942,917 | ||||||||||||||||||||||||||||||||||||||||||||
| Profit (loss) for the period | — | — | — | — | — | (33,181,385) | — | (33,181,385) | 3,986,728 | (29,194,657) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | — | — | (7,926,742) | (7,926,742) | — | (7,926,742) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total comprehensive income (loss) for the period | — | — | — | — | — | (33,181,385) | (7,926,742) | (41,108,127) | 3,986,728 | (37,121,399) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Impact of reverse capitalization | 3 | (141,830,740) | (168,140,109) | — | — | 168,140,109 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares to TWOA shareholders upon reverse capitalization | 3 | 3,897,747 | 390 | — | — | (2,754,110) | — | — | (2,753,720) | — | (2,753,720) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares to PIPE Investor | 3 | 1,500,000 | 150 | — | — | 14,999,850 | — | — | 15,000,000 | — | 15,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreclosure of the collateralized LLP shares held by LLI upon closing | 3, 18 | — | — | — | — | (9,765,972) | — | — | (9,765,972) | — | (9,765,972) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Listing expense | 3 | — | — | — | — | 44,469,613 | — | — | 44,469,613 | — | 44,469,613 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based payments | 17 | — | — | — | — | 1,695,541 | — | — | 1,695,541 | — | 1,695,541 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares to service provider | 90,000 | 9 | — | — | 1,141,191 | — | — | 1,141,200 | — | 1,141,200 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Capital contributions from non-controlling interests | — | — | — | — | — | — | — | — | 2,403,450 | 2,403,450 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions paid to non-controlling interests | — | — | — | — | — | — | — | — | (9,642,800) | (9,642,800) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE AS OF SEPTEMBER 30, 2024 (Unaudited) | 31,799,747 | $ | 3,180 | — | $ | — | $ | 217,926,222 | $ | 34,697,260 | $ | (21,621,725) | $ | 231,004,937 | $ | 35,363,893 | $ | 266,368,830 | ||||||||||||||||||||||||||||||||||||||||||||
3
LOGISTIC PROPERTIES OF THE AMERICAS AND SUBSIDIARIES
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(in U.S. Dollars)
| For the Nine Months Ended September 30, | ||||||||||||||
| (Unaudited) | ||||||||||||||
| Notes | 2025 | 2024 | ||||||||||||
| Cash flows from operating activities: | ||||||||||||||
| Profit (loss) for the period | $ | 5,180,574 | $ | (29,194,657) | ||||||||||
| Adjustments: | ||||||||||||||
| Share-based payments | 17 | 1,655,468 | 1,695,541 | |||||||||||
| Depreciation and amortization | 793,381 | 759,812 | ||||||||||||
| Expected credit losses adjustments | 8 | 263,408 | (17,248) | |||||||||||
| Net foreign currency (gain) loss | (41,094) | (4,904) | ||||||||||||
| Investment property valuation gain (loss) | 10 | (8,808,035) | (17,925,184) | |||||||||||
| Financing costs | 12 | 15,323,652 | 17,168,235 | |||||||||||
| Loss on disposition of property and equipment | (60) | — | ||||||||||||
| Straight-line rent | (93,720) | (802,958) | ||||||||||||
| Interest income | 10 | (67,143) | (582,100) | |||||||||||
| Interest income from affiliates | 18 | — | (302,808) | |||||||||||
| Income from lock-up release (net), classified as financing cash flow | 6 | — | (9,180,758) | |||||||||||
| Listing expense | 3 | — | 44,469,613 | |||||||||||
| Income tax expense | 15 | 6,548,602 | 6,212,089 | |||||||||||
| Working capital adjustments | (4,290,171) | 6,446,434 | ||||||||||||
| Income tax paid | 15 | (1,711,410) | (4,365,522) | |||||||||||
| Net cash provided by operating activities | $ | 14,753,452 | $ | 14,375,585 | ||||||||||
| Cash flows from investing activities: | ||||||||||||||
| Capital expenditure on investment properties | 10 | $ | (21,651,846) | $ | (14,088,932) | |||||||||
| Purchase of property and equipment | (156,384) | (52,891) | ||||||||||||
| Proceeds from sale of investment properties | 10 | 3,901,985 | 3,502,813 | |||||||||||
| Repayments on loans to tenants | 8 | 353,441 | 526,902 | |||||||||||
| Restricted cash equivalents | (548,477) | (3,231,887) | ||||||||||||
| Net cash used in investing activities | $ | (18,101,281) | $ | (13,343,995) | ||||||||||
| Cash flows from financing activities: | ||||||||||||||
| Long term debt borrowing | 12 | $ | 21,000,000 | $ | 13,091,001 | |||||||||
| Long term debt repayment | 12 | (10,881,247) | (8,017,718) | |||||||||||
| Payments related to tax on restricted stock units | (133,163) | — | ||||||||||||
| Cash paid for raising debt | 12 | (412,760) | (59,975) | |||||||||||
| Interest and commitment fees paid | 12 | (15,004,987) | (17,529,389) | |||||||||||
| Repurchase of treasury shares | 13 | (2,030,381) | — | |||||||||||
| Capital contributions from non-controlling interests | 1,463,667 | 2,403,450 | ||||||||||||
| Distributions to non-controlling interests | (1,637,325) | (8,119,000) | ||||||||||||
| Proceeds from Business Combination, net of transaction costs paid | 3 | — | 4,437,309 | |||||||||||
| Proceeds from lock-up release, net of transaction costs paid | 6 | — | 9,180,758 | |||||||||||
| Repayment of lease liabilities | 11 | (238,279) | (47,155) | |||||||||||
| Net cash (used in) provided by financing activities | $ | (7,874,475) | $ | (4,660,719) | ||||||||||
| Effects of exchange rate fluctuations on cash held | 386,032 | (218,765) | ||||||||||||
| Net (decrease) increase in cash and cash equivalents | (10,836,272) | (3,847,894) | ||||||||||||
| Cash and cash equivalents at the beginning of period | 28,827,347 | 35,242,363 | ||||||||||||
| Cash and cash equivalents at the end of period | $ | 17,991,075 | $ | 31,394,469 | ||||||||||
| Supplemental disclosure of noncash investing and financing activities: | ||||||||||||||
| Increase in accrued payables for investment properties | 10 | $ | 2,603,459 | $ | — | |||||||||
| Forgiveness of loan receivable from Latam Logistics Investments, LLC (“LLI”) | 3, 18 | $ | — | $ | (9,765,972) | |||||||||
| Assumption of net liabilities from TWOA as a result of the Business Combination | 3 | $ | — | $ | 3,874,870 | |||||||||
| Issuance of shares to service provider | 17 | $ | — | $ | 1,141,200 | |||||||||
| Noncash distributions to non-controlling partners | $ | — | $ | (1,523,800) | ||||||||||
Decrease in lease liability due to lease modification | 11 | $ | 1,023,899 | $ | — | |||||||||
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
4
LOGISTIC PROPERTIES OF THE AMERICAS AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(in U.S. Dollars)
1. NATURE OF BUSINESS
Logistic Properties of the Americas (“LPA”) is a Cayman Islands exempted company formed on October 9, 2023. The Company’s principal executive office address is 601 Brickell Key Drive, Suite 700, Miami, FL 33131 and its chief administrative office is Plaza Tempo, Edificio B Oficina B1, Piso 2, San Rafael de Escazú, San José, Costa Rica.
Logistic Properties of the Americas, through its affiliates and subsidiaries (jointly referred to as the “Company”) is a fully integrated, internally managed real estate company that develops, owns and manages a diversified portfolio of warehouse logistics assets across Latin America.
On March 27, 2024, LPA consummated the business combination pursuant to the business combination agreement, dated as of August 15, 2023 (“Business Combination Agreement”), with two, a Cayman Islands exempted company (“TWOA”), LatAm Logistic Properties, S.A., a company incorporated under the laws of Panama (“LLP”), Logistic Properties of the Americas Subco, a Cayman Islands exempted company and a wholly-owned subsidiary of LPA (“SPAC Merger Sub”), and LPA Panama Group Corp., a company incorporated under the laws of Panama and a wholly-owned subsidiary of LPA (“Company Merger Sub”) (the “Business Combination”).
As a result of the Business Combination, TWOA and LLP became wholly-owned subsidiaries of LPA, and LPA ordinary shares (“Ordinary Shares”) were listed on the New York Stock Exchange (“NYSE”) under the symbol “LPA”. Refer to Note 3 for more details.
Since TWOA did not meet the definition of a business under the guidance of the International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board (“IASB”), IFRS 3 - Business Combination ("IFRS 3"), the Business Combination was accounted for as a share-based payment transaction in accordance with IFRS 2 - Share-based Payment ("IFRS 2"), and the Business Combination was accounted for as a reverse capitalization in accordance with IFRS. Under this method of accounting, TWOA was treated as the acquired company for financial reporting purposes and LLP was treated as the accounting acquirer. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of LLP issuing shares for the net assets of TWOA.
The condensed consolidated interim financial statements were prepared as a continuation of LLP and its subsidiaries as LLP is considered the accounting predecessor. Accordingly, all historical financial information presented in these condensed consolidated interim financial statements represents the accounts of LLP. The comparative financial information in relation to the shares and basic and diluted earnings (loss) per share attributable to equity holders of the Company, prior to the Business Combination, have been retroactively recast as shares reflecting the exchange ratio established in the Business Combination.
These condensed consolidated interim financial statements should be read in conjunction with LPA’s most recent audited consolidated financial statements and notes.
5
2. MATERIAL ACCOUNTING POLICY INFORMATION
a.Basis of Accounting – The condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard ("IAS") 34 - Interim Financial Reporting, as issued by the IASB.
The condensed consolidated interim financial statements have been prepared on the historical cost basis except certain investment properties that are measured at fair value as of the end of each reporting period, as explained in the accounting policies included in LPA’s most recent audited consolidated financial statements and notes. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.
These condensed consolidated interim financial statements follow the same significant accounting policies as those included in LPA’s most recent audited consolidated financial statements. The Company's management believes that all adjustments that are required for a proper presentation of the financial information are incorporated in these condensed consolidated interim financial statements.
b.Foreign Currency –
•Functional and Presentation Currency - The condensed consolidated interim financial statements are presented in U.S. dollars (USD), which is the functional currency of Logistic Properties of the Americas and its subsidiaries, except for the Colombian subsidiaries of LPA COL OpCo, S.A. and LPA COL PropCo Cota I, S.A.S, for which the functional currency is the Colombian Peso. The Company did not disclose the MXN (Mexican Peso) exchange rates for periods prior to the third quarter of 2025 as its operations in Mexico commenced in the third quarter of 2025. As of September 30, 2025 and December 31, 2024, the sell-exchange rates for a USD to relevant currencies for the Company $1.00 were the following:
| As of | As of | ||||||||||
| September 30, 2025 | December 31, 2024 | ||||||||||
| Costa Rican Colones (“CRC”) | CRC 506 | CRC 513 | |||||||||
| Colombian Pesos (“COP”) | COP 3,901 | COP 4,409 | |||||||||
| Peruvian Soles (“PEN”) | PEN 3.495 | PEN 3.770 | |||||||||
| Mexican Peso (“MXN”) | MXN 18.38 | N/A | |||||||||
The average sell-exchange rates for a USD to relevant currencies for the Company $1.00 were the following for the three months ended September 30, 2025 and 2024:
| For the three months ended September 30, 2025 | For the three months ended September 30, 2024 | ||||||||||
| CRC | CRC 507 | CRC 526 | |||||||||
| COP | COP 4,004 | COP 4,094 | |||||||||
| PEN | PEN 3.540 | PEN 3.761 | |||||||||
| MXN | MXN 18.65 | N/A | |||||||||
The average sell-exchange rates for a USD to relevant currencies for the Company $1.00 were the following for the nine months ended September 30, 2025 and 2024:
| For the nine months ended September 30, 2025 | For the nine months ended September 30, 2024 | ||||||||||
| CRC | CRC 508 | CRC 520 | |||||||||
| COP | COP 4,132 | COP 3,979 | |||||||||
| PEN | PEN 3.635 | PEN 3.756 | |||||||||
| MXN | MXN 19.53 | N/A | |||||||||
6
•Foreign Currency Transactions - Transactions in foreign currencies are translated into the respective functional currencies of the Company entities at exchange rates at the dates of the transactions.
Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value was determined. Non-monetary items that are measured based on historical cost in a foreign currency are translated at the exchange rate at the date of the transaction. Foreign currency differences are generally recognized in profit or loss.
Foreign Operations - The assets and liabilities of foreign operations, for which the functional currency is other than the USD are translated into USD at exchange rates in effect at the date of the consolidated statement of financial position. The income and expenses of foreign operations are translated at the average exchange rates for the period, unless exchange rates fluctuates significantly during the period, in which case the exchange rates at the date of the transactions are used. Components of equity are translated into USD at the historical exchange rates.
Foreign currency differences are recognized in other comprehensive income (loss) ("OCI") and accumulated in a separate line item in the Company’s condensed consolidated interim statements of changes in equity under “Foreign currency translation reserve”, except to the extent that the translation difference is allocated to non-controlling interests ("NCI"). When a foreign operation is disposed of in its entirety or partially such that control, significant influence or joint control is lost, the cumulative amount in the foreign currency translation reserve account related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. If the Company disposes of part of its interest in a subsidiary but retains control, then, the relevant proportion of the cumulative amount is reattributed to non-controlling interests.
c.Basis of Consolidation - The condensed consolidated interim financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) at the end of each reporting period. Control is achieved when the Company:
•has the power over the investee;
•is exposed, or has rights, to variable returns from its involvement with the investee; and
•has the ability to use its power to affects its returns.
The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.
When the Company has less than a majority of the voting rights of an investee, it considers that it has power over the investee when the contractual rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the Company’s voting rights in an investee are sufficient to give it power, including:
•the size of the Company’s holding of voting rights relative to the size and dispersion of holdings of the other vote holders;
•exposure, or rights, to variable returns from its involvement with the investee; and
•any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the relevant activities at the time that decisions need to be made including the ability to use its power over the investee to affect the amount of the investor’s returns
Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control. Specifically, the results of subsidiaries acquired or disposed of during the year are included in profit or loss from the date the Company gains control until the date when the Company ceases to control the subsidiary. Profit or loss and each component of other comprehensive income (loss) are attributed to owners of the Company and to the non-controlling interests. Total comprehensive income of the subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used in line with the Company’s accounting policies.
7
All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between the members of the Company are eliminated on consolidation.
Non-controlling interests in subsidiaries are identified separately from the Company’s equity therein. Those interests of non-controlling shareholders that are present ownership interests entitling their holders to a proportionate share of net assets upon liquidation may initially be measured at fair value or at the non-controlling interests’ proportionate share of the fair value of the acquiree’s identifiable net assets. The choice of measurement is made on an acquisition-by-acquisition basis. Other non-controlling interests are initially measured at fair value. Subsequent to acquisition, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests’ share of subsequent changes in equity. Total comprehensive income is attributed to non-controlling interests even if this results in the non-controlling interests having a deficit balance.
Changes in the Company’s interests in subsidiaries that do not result in a loss of control are accounted for as equity transactions. The carrying amount of the Company’s interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to the owners of the Company.
When the Company loses control of a subsidiary, the gain or loss on disposal recognized in profit or loss is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value, as of the date control is lost, of any retained interest in the subsidiary and (ii) the previous carrying amount of the assets (including goodwill), less liabilities of the subsidiary and any non-controlling interests. All amounts previously recognized in other comprehensive income (loss) in relation to that subsidiary are accounted for as if the Company had directly disposed of the related assets or liabilities of the subsidiary (i.e. reclassified to profit or loss or transferred to another category of equity as required/permitted by applicable IFRS Standards). The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under IFRS 9 - Financial Instruments ("IFRS 9"), when applicable, or the cost on initial recognition of an investment in an associate or a joint venture.
On August 15th, 2025, the Company acquired two operating investment properties in Mexico through a strategic partnership with Immobiliaria y Constructora Alas, S.A. ("Alas"). The partnership is structured through a master trust (Fideicomiso 6193), which was established to hold and administer the underlying project assets and related activities. The details of the transaction are discussed in Note 10. Despite holding less than 50% of the economic interest, the Company has control over the master trust through contractual and legal rights.
The condensed consolidated interim financial statements include the financial information of Logistic Properties of the Americas (parent entity) and its subsidiaries:
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| Ownership Interest | Non-controlling Interests | |||||||||||||||||||||||||||||||
| Entities | Country | September 30, 2025 | December 31, 2024 | September 30, 2025 | December 31, 2024 | |||||||||||||||||||||||||||
| Latam Logistic Properties S.A. | Panamá | 100 | % | 100 | % | |||||||||||||||||||||||||||
| two | Cayman Islands | 100 | % | 100 | % | |||||||||||||||||||||||||||
| Latam Logistic Property Holdings, LLC | United States | 100 | % | 100 | % | |||||||||||||||||||||||||||
| LPA Corporate Services Inc. | United States | 100 | % | 100 | % | |||||||||||||||||||||||||||
| Latam Logistic COL HoldCo I, S de R.L. | Panamá | 100 | % | 100 | % | |||||||||||||||||||||||||||
| Latam Logistic CR HoldCo I, S de R.L. | Panamá | 100 | % | 100 | % | |||||||||||||||||||||||||||
| Latam Logistic Pan HoldCo S de R.L. | Panamá | 100 | % | 100 | % | |||||||||||||||||||||||||||
| Latam Logistic Pan Holdco El Coyol II S de R.L. | Panamá | 50 | % | 50 | % | 50 | % | 50 | % | |||||||||||||||||||||||
| Latam Logistic Pan Holdco Cedis Rurales S de R.L. | Panamá | 100 | % | 100 | % | |||||||||||||||||||||||||||
| Latam Logistic Pan HoldCo San Joaquin I S de R.L. | Panamá | 100 | % | 100 | % | |||||||||||||||||||||||||||
| Latam Logistic Pan Holdco Verbena I S de R.L. | Panamá | 48 | % | 48 | % | 52 | % | 52 | % | |||||||||||||||||||||||
| Latam Logistic Pan Holdco Verbena II S, S.R.L. | Panamá | 48 | % | 48 | % | 52 | % | 52 | % | |||||||||||||||||||||||
| Logistic Property Asset Management, S de R.L. | Panamá | 100 | % | 100 | % | |||||||||||||||||||||||||||
| Latam Logistic Pan Holdco Verbena Fase 2 S de RL. | Panamá | 100 | % | 100 | % | |||||||||||||||||||||||||||
| LPA Asset Management CR, S.A. | Panamá | 75 | % | 100 | % | 25 | % | — | ||||||||||||||||||||||||
| LPA Pan Holdco 2 Verbena Fase II, INC. | Panamá | 100 | % | 100 | % | |||||||||||||||||||||||||||
| LPA Verbena Fase II Pan Holdco 1, S.A. | Panamá | 100 | % | 100 | % | |||||||||||||||||||||||||||
| Latam Logistic Pan Holdco Medellin I, S.R.L. | Panamá | 100 | % | 100 | % | |||||||||||||||||||||||||||
| LatAm Logistic Pan HoldCo Bodegas los Llanos, S.R.L. | Panamá | 100 | % | 100 | % | |||||||||||||||||||||||||||
| LPA PER OpCo, S.R.L. | Perú | 100 | % | 100 | % | |||||||||||||||||||||||||||
| LPA PER PropCo Lurin I, S.R.L. | Perú | 100 | % | 100 | % | |||||||||||||||||||||||||||
| LPA PER PropCo Lurin II, S. R.L. | Perú | 100 | % | 100 | % | |||||||||||||||||||||||||||
| LPA PER PropCo Lurin III, S.R.L. | Perú | 100 | % | 100 | % | |||||||||||||||||||||||||||
| Parque Logístico Callao, S.R.L. | Perú | 40 | % | 40 | % | 60 | % | 60 | % | |||||||||||||||||||||||
| LPA COL OpCo, S.A.S. | Colombia | 100 | % | 100 | % | |||||||||||||||||||||||||||
| LPA COL PropCo Cota I, S.A.S. | Colombia | 100 | % | 100 | % | |||||||||||||||||||||||||||
| LPA CR OpCo Sociedad de Responsabilidad Limitada | Costa Rica | 100 | % | 100 | % | |||||||||||||||||||||||||||
| LPA CR PropCo Alajuela I Sociedad de Responsabilidad Limitada | Costa Rica | 100 | % | 100 | % | |||||||||||||||||||||||||||
| LPA Propco El Coyol Dos Sociedad de Responsabilidad Limitada | Costa Rica | 50 | % | 50 | % | 50 | % | 50 | % | |||||||||||||||||||||||
| LPA Propco Bodegas San Joaquín Sociedad de Responsabilidad Limitada | Costa Rica | 100 | % | 100 | % | |||||||||||||||||||||||||||
| LPA Propco Cedis Rurales Costa Rica Sociedad de Responsabilidad Limitada | Costa Rica | 100 | % | 100 | % | |||||||||||||||||||||||||||
| Tres Ciento dos Setecientos Ochenta y Cuatro Mil Cuatrocientos Treinta y Tres Dociedad de Responsabilidad Limitada | Costa Rica | 24 | % | 24 | % | 76 | % | 76 | % | |||||||||||||||||||||||
| LPA PropCo Bodegas los Llanos Sociedad de Responsabilidad Limitada | Costa Rica | 100 | % | 100 | % | |||||||||||||||||||||||||||
| LPA CR Zona Franca Sociedad de Responsabilidad Limitada | Costa Rica | 100 | % | 100 | % | |||||||||||||||||||||||||||
| LPA MX Holdco I S.R.L. de C.V. | Mexico | 100 | % | N/A | ||||||||||||||||||||||||||||
| Latam Logistics Mx Holdco II S.R.L. de C.V. | Mexico | 100 | % | N/A | ||||||||||||||||||||||||||||
| LPA Mex OpCo SRL de CV | Mexico | 100 | % | N/A | ||||||||||||||||||||||||||||
Fideicomiso 6193 | Mexico | 10 | % | N/A | 90 | % | N/A | |||||||||||||||||||||||||
| Latam Logistics SLV OpCo S.A. de C.V. | El Salvador | 100 | % | 100 | % | |||||||||||||||||||||||||||
9
d.New and amended IFRS accounting standards that are effective for the current year
The condensed consolidated interim financial statements and notes are based on accounting policies consistent with those described in Note 2 to LPA’s most recent audited consolidated financial statements and notes. All the new and amended IFRS accounting standards effective as of September 30, 2025 that are relevant to the Company have already been early adopted before January 1, 2025. See details below:
•Amendments to IAS 21 - Effects of Changes in Foreign Exchange Rates ("IAS 21") - On August 15, 2023, the IASB issued amendments to IAS 21, which clarifies how an entity has to apply a consistent approach to assessing whether a currency is exchangeable into another currency and, when it is not, to determine the exchange rate to use and the disclosures to provide.
The amendment is effective for annual reporting periods beginning on or after January 1, 2025. The Company adopted the amendment as of January 1, 2025.
e.New and amended IFRS Accounting Standards issued but not yet effective
At the date of authorization of these financial statements, the Company has not applied the following new and revised IFRS Accounting Standards that have been issued but are not yet effective:
•IFRS 18 - Presentation and Disclosure in Financial Statements ("IFRS 18")
On April 9, 2024, the IASB issued IFRS 18 to improve reporting of financial performance. IFRS 18 replaces IAS 1 - Presentation of Financial Statements ("IAS 1") while carrying forward many of the requirements in IAS 1. The new Accounting Standard introduces significant changes to the structure of the Company's income statement and new principles for aggregation and disaggregation of information. IFRS 18 applies for annual reporting periods beginning on or after January 1, 2027. Earlier application is permitted. The Company is currently evaluating the impact of the adoption of IFRS 18 on its condensed consolidated interim financial statements.
•IFRS 19 - Subsidiaries without Public Accountability ("IFRS 19")
On May 9, 2024, the IASB issued IFRS 19 which permits eligible subsidiaries to use IFRS Accounting Standards with reduced disclosures better suited to the needs of the users of their financial statements, as well as to keep only one set of accounting records to meet the needs of both their parent company and the users of their financial statements. The standard is effective on or after January 1, 2027 and earlier application is permitted. IFRS 19 is not expected to have a material impact on the Company's condensed consolidated interim financial statements.
•Amendments to IFRS 9 and IFRS 7 - Financial Instruments: Disclosures ("IFRS 7") - Classification and Measurement of Financial Instruments
On May 30, 2024, the IASB issued amendments to IFRS 9 and IFRS 7, which clarifies the classification of financial assets with environmental, social and corporate governance (ESG) and similar features, derecognition of financial liability settled through electronic payment systems and also introduces additional disclosure requirements to enhance transparency for investors regarding investments in equity instruments designated at fair value through other comprehensive income and financial instruments with contingent features. The effective date for adoption of this amendment is annual reporting periods beginning on or after January 1, 2026, and early adoption is permitted. The Company is currently evaluating the impact from the adoption of the amendments on its condensed consolidated interim financial statements.
•Amendments to IFRS 9 and IFRS 7 - Contracts Referencing Nature-Dependent Electricity
On December 18, 2024, the IASB issued amendments to IFRS 9 and IFRS 7, which clarifies the application of the ‘own-use’ requirements and permits the use of hedge accounting for contracts that reference electricity generated from nature dependent sources and for which cash flows vary based on the amount of electricity generated by a reference production facility, if they are used as hedging instruments. The amendments also add new disclosure requirements to enable investors to understand the effect of these contracts on a company’s financial performance and cash flows. The effective date for adoption of this amendment is annual reporting periods beginning on or after January 1, 2026, and early adoption is permitted. The Company is currently evaluating the impact from the adoption of the amendments on its condensed consolidated interim financial statements.
10
•Annual Improvements to IFRS Accounting Standards - Volume 11
On July 18, 2024, the IASB issued amendments to five standards as a result of the IASB’s annual improvements project. The IASB uses the annual improvements process to make necessary, but non-urgent, amendments to IFRS Accounting Standards that will not be included as part of another major project. The amended standards are: IFRS 1 - First-time Adoption of International Financial Reporting Standards, IFRS 7 and its accompanying Guidance on implementing IFRS 7, IFRS 9, IFRS 10 - Consolidated Financial Statements and IAS 7 - Statement of Cash Flows. The effective date for adoption of these amendments is annual reporting periods beginning on or after January 1, 2026, and early adoption is permitted. The Company is currently evaluating the potential impact from the adoption of these amendments on its condensed consolidated interim financial statements.
•Amendments to IFRS 19 – Subsidiaries without Public Accountability: Disclosures
On August 21, 2025, the IASB issued amendments to IFRS 19 to update and simplify the disclosure requirements applicable to subsidiaries without public accountability. These amendments remove certain disclosure requirements related to IFRS Accounting Standards issued between February 2021 and May 2024, reflecting the IASB’s objective of easing the financial reporting burden on eligible subsidiaries. The amendments are effective for annual reporting periods beginning on or after January 1, 2027, with early adoption permitted. The Company does not expect these amendments to have an impact on its condensed consolidated interim financial statements.
3. REVERSE CAPITALIZATION
On August 15, 2023, the Company entered into a Business Combination Agreement with LLP, TWOA, SPAC Merger Sub, and Company Merger Sub, for a proposed Business Combination. Under the Business Combination Agreement, at the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”), among other matters, (a) SPAC Merger Sub merged with and into TWOA, with TWOA continuing as the surviving company, and, in connection therewith, each issued and outstanding security of TWOA immediately prior to the effective time of the Business Combination was no longer outstanding and was automatically canceled, in exchange for the right of the holder thereof to receive a substantially equivalent security of LPA; (b) Company Merger Sub merged with and into LLP, with LLP continuing as the surviving company, and, in connection therewith, the ordinary shares of LLP (“LLP Shares”) issued and outstanding immediately prior to the Business Combination were canceled in exchange for the right of the holders thereof to receive ordinary shares of LPA (“LPA Ordinary Shares”); and (c) as a result of the mergers, TWOA and LLP each became wholly-owned subsidiaries of LPA, and LPA Ordinary Shares were listed on NYSE, all upon the terms and subject to the conditions set forth in the Business Combination Agreement.
On February 16, 2024, TWOA entered into a subscription agreement (the “Subscription Agreement”) with certain subscriber (“PIPE Investor”) to purchase 1,500,000 TWOA Class A ordinary shares at a price of $10.00 per share, for an aggregate purchase price of $15,000,000, in a private placement to be consummated simultaneously with the Closing.
The Business Combination was unanimously approved by the board of directors of TWOA and was approved at the Extraordinary General Meeting on March 25, 2024. TWOA’s shareholders also voted to approve all other proposals presented at the Extraordinary General Meeting. As a result of the Business Combination, LLP and TWOA became wholly-owned direct subsidiaries of the Company. On March 28, 2024, the LPA Ordinary Shares commenced trading on the NYSE under the symbol “LPA”.
As a result of the Business Combination:
•all outstanding TWOA Class A and Class B shares were canceled in exchange for 3,897,747 LPA Ordinary Shares, not including the shares held by the PIPE Investor;
•1,500,000 Class A TWOA shares held by the PIPE Investor were converted to 1,500,000 LPA Ordinary Shares; and
•all outstanding LLP shares were cancelled in exchange for 26,312,000 LPA Ordinary Shares.
11
The Business Combination was consummated on March 27, 2024. Following the Business Combination, the ownership structure of LPA was as follows:
| Number of Ordinary Shares | % of Ownership | ||||||||||
| LPA Ordinary Shares issued to TWOA shareholders | 3,897,747 | 12.3 | % | ||||||||
| LPA Ordinary Shares converted from legacy LLP equity holders | 26,312,000 | 83.0 | % | ||||||||
| LPA Ordinary Shares issued to PIPE Investor | 1,500,000 | 4.7 | % | ||||||||
| Total | 31,709,747 | 100.0 | % | ||||||||
Reverse capitalization
As discussed in Note 1, the Business Combination was accounted for as a reverse capitalization in accordance with IFRS. The consolidated assets, liabilities and results of operations are those of LLP for periods presented prior to March 27, 2024 (the consummation date of the Business Combination). As such, the basic and diluted earnings (loss) per share related to LLP prior to the Business Combination have been retroactively recast based on shares reflecting the exchange ratio established in the Business Combination.
Share listing expenses under IFRS 2
As further discussed in Note 1, since the Business Combination was accounted for in accordance with IFRS 2, the difference in the fair value of the shares deemed to have been issued by the accounting acquirer and the fair value of the accounting acquiree’s identifiable net assets represented a service received by the accounting acquirer, and thus was recognized as an expense upon consummation of the Business Combination.
Upon Closing, the excess fair value of the equity interests deemed to have been issued to TWOA as consideration over the fair value of TWOA’s identifiable net assets was recognized as listing expense in the amount of $44,469,613 in the condensed consolidated interim statements of profit or loss and other comprehensive income (loss) for the nine months ended September 30, 2024. The fair value of the equity interests was measured at the closing market price of TWOA’s publicly traded shares on March 26, 2024, which was $10.70 per share. See below for details.
Fair value of TWOA public shares (103,813 shares at $10.70) (A) | $ | 1,110,799 | |||
Fair value of TWOA sponsor shares (3,793,934 shares at $10.70) (B) | 40,595,094 | ||||
| I: Total deemed fair value of consideration issued to TWOA shareholders: (A+B) | 41,705,893 | ||||
| Cash and cash equivalents | 1,121,150 | ||||
| Accounts payable | (3,884,870) | ||||
| II: Net liabilities of TWOA | (2,763,720) | ||||
| Total share listing expense (I-II) | $ | 44,469,613 | |||
Other transaction-related costs in connection with the Business Combination
For the three and nine months ended September 30, 2025, the Company incurred transaction-related costs in connection with the Business Combination of $0. For the three and nine months ended September 30, 2024, the Company incurred transaction-related costs in connection with the Business Combination of $909,006 and $7,088,185, respectively. These transaction-related costs, primarily consisting of professional service fees such as legal and accounting services, were recorded in other expenses in the condensed consolidated interim statements of profit or loss and other comprehensive income (loss). These costs do not include the share listing expenses under IFRS 2 discussed above. For the three and nine months ended September 30, 2025, the Company paid transaction-related costs of $173,683 and $516,665, respectively. For the three and nine months ended September 30, 2024, the Company paid transaction-related costs of $3,736,810 and $11,683,841 (of which $4,858,224 was paid with transaction proceeds), respectively. Transaction costs of $1,066,398 had not yet been paid as of September 30, 2025, with $707,891 recorded within accounts payable and accrued expenses and $358,507 recorded within other current and non-current liabilities in the condensed consolidated interim statements of financial position.
12
On August 14, 2024, the Company issued 90,000 Ordinary Shares to a non-employee service provider to share-settle an accrued liability of $900,000 assumed as part of the Business Combination for services previously performed. Refer to Note 17 for more details. Upon issuance, non-cash transaction costs of $1,141,200 were recognized as other expenses.
Cash bonus to management
In connection with the Business Combination, certain executives and employees were granted a one-time cash bonus totaling $285,000 at Closing, recorded in general and administrative expense in the condensed consolidated interim statements of profit or loss and other comprehensive income (loss). All of the bonus was paid by June 30, 2024. See Note 18 for more details.
Restricted Stock Units (RSUs)
In connection with the Business Combination, certain executives and board directors were granted service-based and performance-based RSUs. See Note 17 for more details.
Loan receivable from Latam Logistics Investments, LLC (“LLI”)
As of January 1, 2024, LLP’s loans to LLI, which held a minority equity interest of LLP before Closing, were in default status due to non-payment following the maturity date of December 31, 2023. LLP subsequently provided notice of the default to LLI.
On March 12, 2024, LLI entered into an assignment agreement (“Assignment Agreement”) with LLP, pursuant to which LLI unconditionally and irrevocably assigned in favor of LLP the right to receive the LPA Ordinary Shares upon the closing of the Business Combination. As part of the Assignment Agreement, LLP agreed to waive its right to receive the corresponding LPA Ordinary Shares. Upon Closing, the loans receivables from LLI of $9,765,972 were considered settled through the foreclosure of the collateralized LLP Shares held by LLI.
4. REVENUE
The Company’s revenue was as follows:
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
Rental income in accordance with IFRS 16 - Leases (“IFRS 16”) | $ | 10,717,771 | $ | 9,978,553 | $ | 31,286,067 | $ | 29,022,101 | |||||||||||||||
| Non-lease components of rental arrangements | 1,453,177 | 1,195,221 | 4,239,641 | 3,525,016 | |||||||||||||||||||
| Other | 713,568 | 98,856 | 891,291 | 195,911 | |||||||||||||||||||
Revenue from contracts with customers in accordance with IFRS 15 - Revenue from Contracts with Customers ("IFRS 15") | $ | 2,166,745 | $ | 1,294,077 | $ | 5,130,932 | $ | 3,720,927 | |||||||||||||||
| Total revenues | $ | 12,884,516 | $ | 11,272,630 | $ | 36,416,999 | $ | 32,743,028 | |||||||||||||||
Note 7 contains further information of the Company’s revenue based on segment and geography.
The Company, through its subsidiaries, has entered into various operating leases agreements with customers for the rental of its investment properties. Most of the Company’s lease agreements associated with the investment properties contain an initial lease term from 5 to 10 years and generally include renewal options for one or more additional terms of varying lengths. The Company’s weighted average lease term remaining on current leases, based on square footage of leases in effect as of September 30, 2025 and 2024 was 4.7 years and 5.1 years, respectively.
These leases are based on a minimum rental payment in USD for properties located in Costa Rica, Peru and Mexico, and COP for properties in Colombia, plus maintenance fees and recoverable expenses, and security deposits associated with the
13
agreements, which are commonly used for covering any repair, improvement tasks or as a final payment when the lease agreement ends.
5. INVESTMENT PROPERTY OPERATING EXPENSES
Rental property operating expenses were as follows:
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Repair and maintenance | $ | 771,170 | $ | 757,710 | $ | 2,486,172 | $ | 2,204,173 | |||||||||||||||
| Utilities | 132,706 | 162,852 | 492,025 | 444,255 | |||||||||||||||||||
| Insurance | 120,857 | 120,156 | 376,447 | 342,631 | |||||||||||||||||||
| Property management | 96,891 | 83,332 | 328,106 | 217,399 | |||||||||||||||||||
| Real estate taxes | 277,751 | 180,695 | 1,014,374 | 571,529 | |||||||||||||||||||
| Expected credit loss adjustments | 12,867 | (41,329) | 263,408 | (17,248) | |||||||||||||||||||
| Tenant-billable operating expenses | 297,909 | 272,235 | 901,187 | 828,914 | |||||||||||||||||||
| Interest expenses on property related lease liabilities | 63,740 | 63,373 | 206,541 | 187,664 | |||||||||||||||||||
Other property related expenses (1) | 13,518 | 17,895 | 63,986 | 77,492 | |||||||||||||||||||
| Total | $ | 1,787,409 | $ | 1,616,919 | $ | 6,132,246 | $ | 4,856,809 | |||||||||||||||
(1) Other property-related expenses for the three months ended September 30, 2025 include a reversal of property-related expenses.
The Company does not incur significant direct property operating costs from investment properties under development, as such properties do not generate rental income yet.
6. OTHER INCOME AND OTHER EXPENSES
Other income was as follows:
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Interest income | $ | 125,091 | $ | 571,039 | $ | 492,426 | $ | 1,251,485 | |||||||||||||||
Income in connection to the LR Agreements (defined below) (1) | — | 533,286 | — | 10,378,180 | |||||||||||||||||||
| Other | 84,528 | 485 | 201,562 | 623,404 | |||||||||||||||||||
| Total | $ | 209,619 | $ | 1,104,810 | $ | 693,988 | $ | 12,253,069 | |||||||||||||||
Other expenses were as follows:
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
Transaction-related costs in connection with the Business Combination (2) | $ | — | $ | 909,006 | $ | — | $ | 7,088,185 | |||||||||||||||
Fees in connection to the LR Agreements (defined below) (1) | — | 48,500 | — | 1,197,422 | |||||||||||||||||||
Other (3) | 557,635 | 280,566 | 560,384 | 297,282 | |||||||||||||||||||
| Total | $ | 557,635 | $ | 1,238,072 | $ | 560,384 | $ | 8,582,889 | |||||||||||||||
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(1)On June 5, 2024, and June 6, 2024, the Company, certain Investors (the “Investors”) and certain Shareholders (the “Shareholders” and together with the Investors, the “Released Parties”) entered into a non-affiliate lock-up release agreement (as amended, each an “LR Agreement” and collectively, the “LR Agreements”), pursuant to which the Company and each Released Party agreed to waive certain lock-up restrictions provided for in (i) the letter agreement dated March 29, 2021 by and among TWOA and other relevant parties thereto and by a joinder agreement, the Investors or (ii) the letter agreement dated March 29, 2021 by and among TWOA and other relevant parties thereto and the Shareholders, as amended on August 15, 2023 and March 27, 2024, as applicable (the “Lock-up Release”, and the shares released pursuant to such Lock-up Release, the “Released Shares”). In exchange, each Released Party agreed to pay a cash fee to the Company equal to a certain percentage of the sale price received for each Released Share sold by such Released Party until September 27, 2025. As of September 30, 2024, the total number of Released Shares were 947,885 shares of which 689,589 shares were sold by the Released Parties. For the three months and nine months ended September 30, 2024, the Company recorded receipt of $533,286 and $10,378,180 in cash related to the sale of the Released Shares with an offsetting amount recorded in other income in the condensed consolidated interim statements of profit or loss and other comprehensive income (loss). In connection with the sale of the Released Shares, the Company incurred transaction costs of $48,500 and $1,197,422 for the three months and nine months ended September 30, 2024, which were recorded in other expenses in the condensed consolidated interim statements of profit or loss and other comprehensive income (loss).
(2)Transaction-related costs in connection with the Business Combination primarily consisted of professional service fees such as legal and accounting services pertinent to the Business Combination. See Note 3 for more details relating to transaction-related costs.
(3)Including other capital raising costs, dead deal pursuit costs, and gain/loss on disposition of properties.
7. SEGMENT REPORTING
The Company has four operating segments, based on geographic regions consisting of Costa Rica, Colombia, Peru and Mexico. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker (“CODM”), the Company’s Chief Executive Officer, in deciding how to allocate resources and assess the Company’s financial and operational performance. The CODM receives information and evaluates the business from a geographic perspective and reviews the Company’s internal reporting by geography in order to assess performance and allocate resources. As a result, the Company has determined the business operates in four distinct operating segments based on geography.
The Mexico operating segment was first identified during the three months ended September 30, 2025, following the Company's entry into the Mexican market through its strategic partnership with Alas. As a result, the financial information related to the Mexico segment is presented prospectively. Additional details regarding the transaction are provided in Note 10.
The four geographic segments, Costa Rica, Colombia, Peru and Mexico, primarily derive revenue from various operating lease agreements with customers for the rental of warehouses. Each of these locations and corresponding operations are presented and managed separately. The operating segments are each reportable segment, and aggregation of segments is not applied. Unallocated revenue consists of other revenue streams earned by operating subsidiaries that are not allocated to segments for CODM’s review. Unallocated expenses consist of certain corporate general and administrative expenses that are not allocated to segments for CODM’s review, as well as financing costs for the bridge loan held by the parent entity.
There was no inter-segment revenue for the three and nine months ended September 30, 2025 and 2024.
The tables below present information by segment presented to the CODM and reconciliations to the Company’s consolidated amounts.
The Company evaluates the performance of its reportable segments based on net operating income. Segment net operating income consists of segment investment property rental revenue less segment investment property operating expense.
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The tables below present information by segment presented to the CODM and reconciliations to the Company’s consolidated amounts for the three and nine months ended September 30, 2025, and 2024.
| Three Months Ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenue | |||||||||||||||||||||||
| Costa Rica | $ | 6,029,041 | $ | 6,122,296 | $ | 17,969,590 | $ | 17,771,033 | |||||||||||||||
| Colombia | 2,432,983 | 2,068,024 | 7,235,530 | 6,426,573 | |||||||||||||||||||
| Peru | 3,487,338 | 2,983,454 | 10,099,002 | 8,349,511 | |||||||||||||||||||
| Mexico | 221,586 | — | 221,586 | — | |||||||||||||||||||
| Unallocated revenue | 713,568 | 98,856 | 891,291 | 195,911 | |||||||||||||||||||
| Total | $ | 12,884,516 | $ | 11,272,630 | $ | 36,416,999 | $ | 32,743,028 | |||||||||||||||
| Investment property operating expense | |||||||||||||||||||||||
| Costa Rica | $ | (829,735) | $ | (741,086) | $ | (2,637,748) | $ | (2,449,445) | |||||||||||||||
| Colombia | (300,277) | (309,608) | (1,156,936) | (843,373) | |||||||||||||||||||
| Peru | (647,014) | (566,225) | (2,327,179) | (1,563,991) | |||||||||||||||||||
| Mexico | (10,383) | — | (10,383) | — | |||||||||||||||||||
| Total | $ | (1,787,409) | $ | (1,616,919) | $ | (6,132,246) | $ | (4,856,809) | |||||||||||||||
| Net operating income | |||||||||||||||||||||||
| Costa Rica | $ | 5,199,306 | $ | 5,381,210 | $ | 15,331,842 | $ | 15,321,588 | |||||||||||||||
| Colombia | 2,132,706 | 1,758,416 | 6,078,594 | 5,583,200 | |||||||||||||||||||
| Peru | 2,840,324 | 2,417,229 | 7,771,823 | 6,785,520 | |||||||||||||||||||
| Mexico | 211,203 | — | 211,203 | — | |||||||||||||||||||
| Total | $ | 10,383,539 | $ | 9,556,855 | $ | 29,393,462 | $ | 27,690,308 | |||||||||||||||
| General and administrative expense | |||||||||||||||||||||||
| Costa Rica | $ | (636,719) | $ | (1,381,156) | $ | (2,473,816) | $ | (2,858,002) | |||||||||||||||
| Colombia | (606,818) | (365,944) | (1,315,773) | (919,430) | |||||||||||||||||||
| Peru | (388,344) | (293,495) | (1,069,944) | (933,515) | |||||||||||||||||||
| Mexico | (165,551) | — | (165,551) | — | |||||||||||||||||||
| Corporate | (2,701,398) | (2,710,289) | (7,645,917) | (6,290,717) | |||||||||||||||||||
| Total | $ | (4,498,830) | $ | (4,750,884) | $ | (12,671,001) | $ | (11,001,664) | |||||||||||||||
| Financing costs | |||||||||||||||||||||||
| Costa Rica | $ | (2,550,406) | $ | (2,907,269) | $ | (7,811,463) | $ | (8,335,746) | |||||||||||||||
| Colombia | (1,189,494) | (1,616,945) | (3,723,934) | (5,135,775) | |||||||||||||||||||
| Peru | (1,189,239) | (1,270,415) | (3,576,387) | (3,694,464) | |||||||||||||||||||
| Mexico | — | — | — | — | |||||||||||||||||||
| Corporate | — | (2,250) | — | (2,250) | |||||||||||||||||||
| Total | $ | (4,929,139) | $ | (5,796,879) | $ | (15,111,784) | $ | (17,168,235) | |||||||||||||||
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The following table reconciles segment net operating income to profit (loss) before taxes for the three and nine months ended September 30, 2025 and 2024:
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net operating income | $ | 10,383,539 | $ | 9,556,855 | $ | 29,393,462 | $ | 27,690,308 | |||||||||||||||
| Unallocated revenue | 713,568 | 98,856 | 891,291 | 195,911 | |||||||||||||||||||
| General and administrative expense | (4,498,830) | (4,750,884) | (12,671,001) | (11,001,664) | |||||||||||||||||||
| Listing expense | — | — | — | (44,469,613) | |||||||||||||||||||
| Investment property valuation gain (loss) | 7,149,954 | 8,175,196 | 8,808,035 | 17,925,184 | |||||||||||||||||||
| Interest income from affiliates | — | — | — | 302,808 | |||||||||||||||||||
| Financing costs | (4,929,139) | (5,796,879) | (15,111,784) | (17,168,235) | |||||||||||||||||||
| Net foreign currency gain (loss) | 21,052 | 49,158 | 285,569 | (127,447) | |||||||||||||||||||
| Other income | 209,619 | 1,104,810 | 693,988 | 12,253,069 | |||||||||||||||||||
| Other expenses | (557,635) | (1,238,072) | (560,384) | (8,582,889) | |||||||||||||||||||
| Profit (loss) before taxes | $ | 8,492,128 | $ | 7,199,040 | $ | 11,729,176 | $ | (22,982,568) | |||||||||||||||
Segment Assets and Liabilities
For the purposes of monitoring segment performance and allocating resources between segments, the CODM monitors select assets and liabilities attributable to each segment. The following table summarizes the Company’s total assets and liabilities by reportable operating segment as of September 30, 2025 and December 31, 2024:
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| September 30, 2025 | December 31, 2024 | ||||||||||
| Segment investment properties | |||||||||||
| Costa Rica | $ | 263,706,474 | $ | 260,094,960 | |||||||
| Colombia | 159,099,426 | 132,917,203 | |||||||||
| Peru | 181,744,714 | 161,506,701 | |||||||||
| Mexico | 20,048,000 | — | |||||||||
| Total | $ | 624,598,614 | $ | 554,518,864 | |||||||
| Reconciling items: | |||||||||||
| Cash and cash equivalents | 17,991,075 | 28,827,347 | |||||||||
| Lease and other receivables, net | 3,741,461 | 2,641,772 | |||||||||
| Receivables from the sale of investment properties - short term | — | 3,589,137 | |||||||||
| Prepaid construction costs | 790,690 | 165,836 | |||||||||
| Prepaid income taxes | 1,431,164 | 2,008,553 | |||||||||
| Other current assets | 6,817,668 | 2,769,109 | |||||||||
| Tenant notes receivable - long term, net | 1,455,424 | 1,748,616 | |||||||||
| Restricted cash equivalents | 6,598,854 | 5,835,117 | |||||||||
| Property and equipment, net | 374,414 | 313,202 | |||||||||
| Deferred tax asset | 175,857 | 241,967 | |||||||||
| Other non-current assets | 3,030,351 | 4,360,058 | |||||||||
| Total assets | $ | 667,005,572 | $ | 607,019,578 | |||||||
| Segment debt | |||||||||||
| Costa Rica | $ | 167,708,385 | $ | 171,041,464 | |||||||
| Colombia | 38,102,441 | 38,430,114 | |||||||||
| Peru | 74,811,159 | 56,414,221 | |||||||||
| Mexico | — | — | |||||||||
| Total | $ | 280,621,985 | $ | 265,885,799 | |||||||
| Reconciling items: | |||||||||||
| Accounts payable and accrued expenses | 11,863,280 | 8,356,915 | |||||||||
| Income tax payable | 4,800,644 | 2,764,352 | |||||||||
| Retainage payable | 2,323,010 | 1,500,729 | |||||||||
| Security deposits - current portion | 46,024 | 167,005 | |||||||||
| Lease liability - current portion | 88,798 | 458,081 | |||||||||
| Other current liabilities | 62,880 | 640,933 | |||||||||
| Deferred tax liability | 42,832,444 | 40,141,510 | |||||||||
| Security deposits | 3,062,872 | 2,440,371 | |||||||||
| Lease liability | 12,934,857 | 12,972,016 | |||||||||
| Other non-current liabilities | 358,507 | 890,449 | |||||||||
| Total liabilities | $ | 358,995,301 | $ | 336,218,160 | |||||||
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Geographic Area Information
| September 30, 2025 | December 31, 2024 | ||||||||||
| Long-lived assets | |||||||||||
| Costa Rica | $ | 264,080,673 | $ | 260,354,878 | |||||||
| Colombia | 159,223,307 | 133,013,547 | |||||||||
| Peru | 181,805,832 | 161,573,800 | |||||||||
| Mexico | 20,048,000 | — | |||||||||
| Total | $ | 625,157,812 | $ | 554,942,225 | |||||||
8. LEASE AND OTHER RECEIVABLES, NET
As of September 30, 2025 and December 31, 2024, lease and other receivables, net were as follows:
| September 30, 2025 | December 31, 2024 | ||||||||||
| Lease receivables, net | $ | 2,546,573 | $ | 1,990,246 | |||||||
| Tenant notes receivable - short term, net | 420,404 | 509,543 | |||||||||
| Others | 774,484 | 141,983 | |||||||||
| Sub-total | 3,741,461 | 2,641,772 | |||||||||
| Tenant notes receivable - long term, net | 1,455,424 | 1,748,616 | |||||||||
| Lease and other receivables, net | $ | 5,196,885 | $ | 4,390,388 | |||||||
The expected credit loss allowance provision for lease receivables and tenant notes receivable as of September 30, 2025 and September 30, 2024 reconciled to the opening loss allowance for that provision as follows:
| September 30, 2025 | September 30, 2024 | ||||||||||||||||||||||||||||||||||
| Lease Receivables | Tenant Notes Receivable | Total | Lease Receivables | Tenant Notes Receivable | Total | ||||||||||||||||||||||||||||||
| Beginning balance | $ | 833,430 | $ | 37,884 | $ | 871,314 | $ | 831,805 | $ | 114,201 | $ | 946,006 | |||||||||||||||||||||||
| Adjustments in expected credit loss allowance recognized in profit or loss during the period | 269,821 | (6,413) | 263,408 | (7,948) | (9,300) | (17,248) | |||||||||||||||||||||||||||||
| Ending balance | $ | 1,103,251 | $ | 31,471 | $ | 1,134,722 | $ | 823,857 | $ | 104,901 | $ | 928,758 | |||||||||||||||||||||||
9. OTHER CURRENT ASSETS AND LIABILITIES
The details of other current assets as of September 30, 2025 and December 31, 2024 were as follows:
| September 30, 2025 | December 31, 2024 | ||||||||||
| Value added tax receivable | $ | 5,536,102 | $ | 1,722,404 | |||||||
| Prepaid insurance | 477,354 | 533,915 | |||||||||
| Other | 804,212 | 512,790 | |||||||||
| Total | $ | 6,817,668 | $ | 2,769,109 | |||||||
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The details of other current liabilities as of September 30, 2025 and December 31, 2024 were as follows:
| September 30, 2025 | December 31, 2024 | ||||||||||
| Distributions payable to non-controlling interests | $ | — | $ | 380,950 | |||||||
| Deferred revenue | — | 259,983 | |||||||||
| Other | 62,880 | — | |||||||||
| Total | $ | 62,880 | $ | 640,933 | |||||||
10. INVESTMENT PROPERTIES
As of September 30, 2025, the Company obtained a valuation from independent appraisers in order to determine the fair value of its investment properties. Gains and losses arising from changes in the fair values are included in the condensed consolidated interim statements of profit or loss and other comprehensive income (loss) in the period in which they arise.
In addition, for financial reporting purposes, fair value measurements are categorized into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:
•Level 1 - Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;
•Level 2 - Inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and
•Level 3 - Inputs are unobservable inputs for the asset or liability, among others, statistics information, and own Company’s information, in some instances based on the information provided by some independent experts.
As of September 30, 2025 and December 31, 2024, all owned investment properties except for the investment properties in Mexico are guaranteeing the Company’s debt.
20
As of September 30, 2025 and December 31, 2024, investment properties were as follows:
| Fair Market Value (“FMV”) as of September 30, 2025 | FMV as of December 31, 2024 | ||||||||||
| Land bank: | |||||||||||
| Land bank under right-of-use | |||||||||||
| Peru | $ | 10,798,932 | $ | 16,691,019 | |||||||
| Sub-total | 10,798,932 | 16,691,019 | |||||||||
| Owned land bank | |||||||||||
| Colombia | 28,973,493 | 23,851,330 | |||||||||
| Sub-total | 28,973,493 | 23,851,330 | |||||||||
| Total land bank | $ | 39,772,425 | $ | 40,542,349 | |||||||
| Properties under development: | |||||||||||
| Properties under right-of-use | |||||||||||
| Peru | 34,406,941 | 21,798,170 | |||||||||
| Total properties under development | $ | 34,406,941 | $ | 21,798,170 | |||||||
| Operating Properties | |||||||||||
| Properties under right-of-use | |||||||||||
| Peru | $ | 13,666,300 | $ | — | |||||||
| Sub-total | 13,666,300 | — | |||||||||
| Owned properties | |||||||||||
| Costa Rica | 263,706,474 | 260,094,960 | |||||||||
| Colombia | 130,125,933 | 109,065,873 | |||||||||
| Peru | 122,872,541 | 123,017,512 | |||||||||
| Mexico | 20,048,000 | — | |||||||||
| Sub-total | 536,752,948 | 492,178,345 | |||||||||
| Total operating properties | $ | 550,419,248 | $ | 492,178,345 | |||||||
| Total operating properties and properties under development | $ | 584,826,189 | $ | 513,976,515 | |||||||
| Total | $ | 624,598,614 | $ | 554,518,864 | |||||||
There were no transfers between Levels 1, 2 or 3 during the nine months ended September 30, 2025 and 2024.
The independent appraiser holds a recognized and relevant professional qualification and has recent experience with the location and category of the investment properties being valued. The valuation models are in accordance with the guidance recommended by the International Valuation Standards Committee. These valuation models are consistent with the principles in IFRS 13 - Fair Value Measurement ("IFRS 13").
In evaluating the fair value of investment property held as a right-of-use asset under a lease agreement, the Company adds back the recognized lease liability as part of the fair value of the investment property, to prevent double counting of the lease liabilities that are separately recognized in accordance with IAS 40:50(d). As of September 30, 2025 and December 31, 2024, the Company added back lease liabilities of $12,952,174 and $13,309,189, respectively, into the carrying value of the investment properties held as right-of-use assets in Peru.
Disclosed below is the valuation technique used to measure the fair value of investment properties, along with the significant unobservable inputs used.
21
Valuation Techniques - This fair value measurement is considered Level 3 of the fair value hierarchy, except where otherwise noted below.
–Operating Properties - The valuation model considers a combination of the present value of net cash flows to be generated by the property, the direct capitalization of the net operating income, and the replacement cost to construct a similar property.
•The present value of net cash flows generated by the property takes into account the expected rental growth rate, vacancy periods, occupancy rate, lease incentive costs such as rent-free periods and other costs not paid by tenants. The expected net cash flows are discounted using risk adjusted discount rates. Among other factors, the discount rate estimation considers the quality of a building and its location, tenant credit quality and lease terms.
•The direct capitalization method: this method involves capitalizing a fully leased net operating income estimate by an appropriate yield. This approach is best utilized with stabilized assets, where there is little volatility in the net income and the growth prospects are also stable. It is most commonly used with single tenant investments or stabilized investments. involves capitalizing the property net operating income at a market capitalization rate. The net operating income is determined by using the property Effective Gross Income (EGI) net of operating expenses. The EGI is determined by the property’s Potential Gross Income (PGI) through analysis of the property actual historic income and an analysis of competitive current market income rates and deducting the PGI with an estimate for vacancy and collection.
•The cost approach: the cost approach involves the estimation of the replacement cost of the building and site improvements that a prudent and rational person would pay no more for a property than the cost to construct a similar and competitive property - assuming no undue delay in the process.
–Properties Under Development - The valuation model considers the present value of net cash flows, direct capitalization, and the cost approaches adjusted by the net present value of the cost to complete and vacancy in the properties under construction.
–Land Bank - The valuation model used for the land portfolio is a combination of income approach, sales comparison approach (or market approach), cost approach, residual land value approach and the discounted cash flow method. For undeveloped land, the market approach is used. For land that is under development, the market approach is used in conjunction with the cost approach and residual land value approach, and the discounted cash flow approach, to determine the fair value of the finished lots.
i.Income approach: this approach estimates the present value of future income streams through a capitalization or discounting process. To value a leased fee estate, the analysis focuses on lease contracts that outline the lease term, rent levels, and expense responsibilities (with modified gross leases being the most common). Other important factors include rent escalation clauses and expense stop provisions. The start and end dates of the contract define the income over a set period, along with provisions for renewal options and associated rent terms. Some leases specify future rents in advance, while others adjust based on an index or a market rent estimate by a qualified appraiser.
ii.The sales comparison approach: this approach compares sales or listing of similar properties with the subject property using the price per square foot (Level 2 input). This approach is given supporting weight in this analysis because of the well-supported range of value within this approach and the likelihood that the subject could be purchased by an owner-user.
iii.The cost approach: this approach is based on the principle of substitution that a prudent and rational person would pay no more than the cost to construct a similar property. This approach generally considers estimated replacement cost of the land and the site improvements (e.g., infrastructure) and estimated depreciation accrued to the improvements (Level 2 input).
iv.The residual land value approach: this approach involves residual amounts after deducting all known or anticipated costs required to complete the development from the anticipated value of the project when completed after consideration of the risks associated with the completion of the project (Level 2 input).
22
Significant Inputs as of September 30, 2025 and December 31, 2024 —
| Property | Fair value hierarchy | Valuation techniques | Significant unobservable inputs | Value | Relationship of unobservable inputs to fair value | ||||||||||||
| Operating Properties | Level 3 | Discounted cash flows | Risk adjusted residual capitalization rate | 2025: 8.0% 2024: 7.9% | The higher the risk adjusted residual rate, the lower the fair value. | ||||||||||||
| Risk adjusted discount rate | 2025: 10.6% 2024: 10.6% | The higher the risk adjusted discount rate, the lower the fair value. | |||||||||||||||
| Occupancy rate | 2025: 98.1% 2024: 98.2% | The higher the occupancy rate, the higher the fair value. | |||||||||||||||
| Direct capitalization method | Occupancy rate | 2025: 98.1% 2024: 98.2% | The higher the occupancy rate, the higher the fair value. | ||||||||||||||
| Going in stabilized capitalization rate | 2025: 7.9% 2024: 7.8% | The higher the stabilized capitalization rate, the lower the fair value | |||||||||||||||
| Properties Under Development | Level 3 | Discounted cash flows | Risk adjusted residual capitalization rate | 2025: 10.9% 2024: 10.5% | The higher the risk adjusted residual rate, the lower the fair value. | ||||||||||||
| Risk adjusted discount rate | 2025: 10.9% 2024: 10.7% | The higher the risk adjusted discount rate, the lower the fair value. | |||||||||||||||
| Occupancy rate | 2025: 96.0% 2024: 96.0% | The higher the occupancy rate, the higher the fair value. | |||||||||||||||
| Direct capitalization method | Occupancy rate | 2025: 96.0% 2024: 96.0% | The higher the occupancy rate, the higher the fair value. | ||||||||||||||
| Going in stabilized capitalization rate | 2025: 9.4% 2024: N/A | The higher the stabilized capitalization rate, the lower the fair value | |||||||||||||||
| Land Bank | Level 3 | Income approach | Risk adjusted residual capitalization rate | 2025: 10.0% 2024: 10.0% | The higher the risk adjusted residual rate, the lower the fair value. | ||||||||||||
| Risk adjusted discount rate | 2025: 14.9% 2024: 14.9% | The higher the risk adjusted discount rate, the lower the fair value. | |||||||||||||||
The reconciliations of investment properties for the nine months ended September 30, 2025 and 2024, were as follows:
| September 30, 2025 | September 30, 2024 | ||||||||||
| Beginning balance | $ | 554,518,864 | $ | 514,172,281 | |||||||
| Additions | 43,792,949 | 14,698,575 | |||||||||
| Gain on valuation of investment properties | 8,808,035 | 17,925,184 | |||||||||
| Foreign currency translation effect | 17,478,766 | (11,222,768) | |||||||||
| Ending balance | $ | 624,598,614 | $ | 535,573,272 | |||||||
Investment Properties Acquisitions —
During the three months ended September 30, 2025, the Company acquired two operating investment properties in Mexico through a strategic partnership with Alas. The partnership is structured through a master trust (Fideicomiso 6193), which was established to hold and administer the underlying project assets and related activities. The transaction was accounted for as an asset acquisition, by identifying and recognizing the individual identifiable assets acquired and liabilities assumed and allocating the cost of the group of assets and liabilities on the basis of their relative fair values.
Under the terms of the Framework Contract dated November 4, 2024 and Management Trust Agreement and Project Trust Agreement dated August 15, 2025, Alas contributed the investment properties and the Company contributed cash equivalent to 10 percent of appraised value of the investment properties to the master trust. Following these contributions, Alas holds a 90 percent economic interest and the Company holds a 10 percent economic interest in the master trust. Despite holding less than 50% of the economic interest, the Company has control over the master trust through contractual and legal rights.
The total consideration for the asset acquisition was $19,900,847, comprising of the fair value of the investment properties of $19,715,124 and $185,723 of directly attributable transaction costs, of which $26,421 remained unpaid as of September
23
30, 2025. The cash flow impact from the acquisition is presented on a net basis in the Statement of Cash Flows under investing activities as capital expenditures on investment properties.
There were no other acquisition activities during the nine months ended September 30, 2024.
Investment Properties Dispositions —
On November 24, 2023, the Company closed the sale of its investment property, LPA Parque Logistico Calle 80 Building 500A (with a carrying value of USD 17,634,208 as of closing), to a third party for consideration of COP 79,850,000,000 (equivalent of USD 19,512,112 as of closing). Of the total consideration, COP 33,829,392,065 (equivalent of USD 8,266,536 as of closing) was transferred directly to Itaú Unibanco Holding S.A. ("Itaú") to settle the liabilities directly associated with the investment property. The remaining consideration was expected to be received within fifteen months after closing, through six installment payments. The Company received the first installment payment of COP 11,505,151,984 (equivalent of USD 2,778,063 as of the payment date) in October 2023. The Company received the second, third, fourth, and fifth installment payments for a total of COP 18,408,243,174 (equivalent of USD 4,548,417 as of the payment dates) in February, May, and August, and November 2024, respectively. The final installment of COP 16,107,212,777 (equivalent of USD $3,901,985 as of the payment date) was received in February 2025. As of closing, the total future installments were discounted by an implicit rate estimated based on certain Level 2 inputs discussed above. The discount on total installments would be subsequently accreted back over the time over the remaining payment term. All installments were paid off as of September 30, 2025.
As of September 30, 2025 and December 31, 2024, the Company had receivables from the sale of investment properties of $0 and $3,589,137, respectively. During the three and nine months ended September 30, 2025, the Company recognized interest income of $0 and $67,143, respectively, included in other income in the condensed consolidated interim statements of profit or loss and other comprehensive income (loss). For the three and nine months ended September 30, 2024, the Company recognized interest income of $157,945 and $582,100, respectively, included in other income in the condensed consolidated interim statements of profit or loss and other comprehensive income (loss).
11. LEASES
The Company as a lessor
The Company generates rental income from acting as a lessor of operating properties through lease arrangements with tenants. Refer to Note 2 of the Company's most recent audited consolidated financial statements and notes.
The Company as a lessee
Investment Property Right-of-Use ("ROU") Asset and Lease Liability – In December 2022, the Company, through Parque Logístico Callao (“Parque Logístico Callao”), a partnership entity controlled by the Company, entered into a land lease agreement with Lima Airport Partners S.R.L. (“LAP”). Under this agreement, Parque Logístico Callao is committed to leasing a plot of land for a period of 30 years, with the intention of developing warehouses on the leased land (“Land Lease”). This land has been subdivided to five parcels for the construction of five distinct buildings.
In connection with this commitment, LAP granted the Company the right to use a land parcel in December 2022, where the Company constructed a warehouse that became stabilized in February 2025, along with the common areas. Additionally, on October 31, 2024, LAP granted the Company the right to use the remaining four of the five land parcels to begin preparatory activities for the construction of warehouses. The Company notes that performing the preparatory activities for the land parcels at the same time is financially favorable rather than performing them one at a time. After the preparatory activities are complete, the Company will pause construction efforts on some of the parcels until mutual agreement is achieved between the Company and LAP to resume construction of the warehouses. On July 1, 2025, LAP and the Company agreed to reduce the lease payment for three land parcels. As a result of the lease modification, the Company recognized a decrease in lease liability of $1,023,899 on the modification date.
Since the ROU asset is held by Parque Logístico Callao to construct and develop for future use as investment property and lease out the constructed assets under one or more operating leases, the ROU asset meets the definition of an investment property under IAS 40 - Investment property ("IAS 40") and therefore, it was recognized as part of investment properties.
24
Under IAS 40, the Company applies the fair value model to the investment property ROU assets, which need to be remeasured at fair value at each period end. As a result, there is no depreciation expense associated with the Land Lease. Refer to Note 10 for the fair value of investment properties held as ROU assets.
The associated land lease liability was recorded at the present value of the remaining lease payment using a weighted average discount rate of 8.7%. The Company recorded interest expense on lease liabilities of $63,740 and $206,541 for the three and nine months ended September 30, 2025, and, $63,373 and $187,664 for the three and nine months ended September 30, 2024, respectively, as part of the investment property operating expense in the condensed consolidated interim statements of profit or loss and other comprehensive income (loss). Additionally, the Company capitalized interest expense on lease liability of $208,786 and $627,110 for the three and nine months ended September 30, 2025, respectively, and $0 for the three and nine months ended September 30, 2024, as part of the investment property in the condensed consolidated interim statements of financial position. The Company had short-term and long-term lease liability, respectively, in relation to the land leases of $28,937 and $12,923,237 as of September 30, 2025 and $383,995 and $12,925,194 as of December 31, 2024. Short-term land lease liability and long-term land lease liability are included in lease liability – current portion, and lease liability, respectively. The Company had cash outflows of $0 and $166,766 for the three and nine months ended September 30, 2025, respectively, and $0 for the three and nine months ended September 30, 2024.
Offices Right-of-Use Asset and Lease Liability - The Company leases its office spaces from third parties. The remaining weighted average lease term was 1.1 and 1.7 years as of September 30, 2025 and December 31, 2024, respectively.
The Company does not include renewal options in the lease term for calculating the lease liability unless the Company is reasonably certain that it will exercise the option, or the lessor has the sole ability to exercise the option.
As of September 30, 2025 and December 31, 2024, the Company carried short-term office lease liability amounting to $59,861 and $74,086, respectively, and long-term lease liability amounting to $11,620 and $46,822, respectively. Short-term office lease liability and long-term office lease liability are included in lease liability – current portion, and lease liability, respectively.
The weighted average discount rate was 7.1%, as of September 30, 2025 and December 31, 2024. The Company recorded interest expense on lease liabilities of $1,474 and $5,327 for the three and nine months ended September 30, 2025, respectively. For the three and nine months ended September 30, 2024, the Company recorded interest expense on lease liabilities of $2,721 and $8,504, respectively.
The Company had total cash outflows for leases of $71,513 and $47,155 for the nine months ended September 30, 2025 and 2024, respectively. The Company had no non-cash additions to right of use assets for the nine months ended September 30, 2025 and 2024.
The Company did not have short-term lease expenses or leases of low value assets during the nine months ended September 30, 2025 and 2024.
Office ROU assets are amortized using the straight-line method over the term of the operating lease. Original lease terms and remaining lease terms of the corporate offices operating leases were as follows:
| Office Location | Original Lease Term | Remaining Term as of September 30, 2025 | ||||||||||||
| (in years) | (in years) | |||||||||||||
| Costa Rica | 2.9 | 0.5 | ||||||||||||
| Colombia | 4.8 | 1.3 | ||||||||||||
| Weighted average | 4.0 | 1.1 | ||||||||||||
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As of September 30, 2025 and 2024, the Company’s office right-of-use assets, included in other non-current assets, were as follows:
| Total | |||||
| Gross assets: | |||||
| Balance as of January 1, 2024 | $ | 263,613 | |||
| Additions | — | ||||
| Retirements | — | ||||
| Foreign currency translation effect | (12,203) | ||||
| Balance as of September 30, 2024 | $ | 251,410 | |||
| Balance as of January 1, 2025 | $ | 243,838 | |||
| Additions | — | ||||
| Retirements | — | ||||
| Foreign currency translation effect | 16,759 | ||||
| Balance as of September 30, 2025 | $ | 260,597 | |||
| Accumulated depreciation: | |||||
| Balance as of January 1, 2024 | $ | 84,153 | |||
| Additions to accumulated depreciation | 50,640 | ||||
| Retirements | — | ||||
| Foreign currency translation effect | (5,622) | ||||
| Balance as of September 30, 2024 | $ | 129,171 | |||
| Balance as of January 1, 2025 | $ | 141,329 | |||
| Additions to accumulated depreciation | 49,749 | ||||
| Retirements | — | ||||
| Foreign currency translation effect | 10,879 | ||||
| Balance as of September 30, 2025 | $ | 201,957 | |||
| Net book value as of September 30, 2024 | $ | 122,239 | |||
| Net book value as of September 30, 2025 | $ | 58,640 | |||
During the three months ended September 30, 2025 and September 30, 2024, the Company recorded ROU depreciation expense related to office space of $16,801 and $16,592, respectively, and during the nine months ended September 30, 2025 and September 30, 2024, the Company recorded ROU depreciation expense related to office space of $49,749 and $50,640, respectively, in the condensed consolidated interim statements of profit or loss and other comprehensive income (loss) under general and administrative expenses.
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Lease commitment for land and office leases - The following table summarizes the fixed, future minimum rental payments, excluding variable costs, for which the leases had commenced by September 30, 2025 with amounts discounted at lease commencement by our incremental borrowing rates to calculate the lease liabilities of the Company’s leases:
| As of September 30, 2025 | |||||
| Remainder of 2025 | $ | 21,267 | |||
| 2026 | 146,116 | ||||
| 2027 | 1,059,681 | ||||
| 2028 | 1,329,874 | ||||
| 2029 | 1,343,173 | ||||
| 2030 | 1,356,605 | ||||
| Thereafter | 30,448,444 | ||||
| Total undiscounted rental payments | $ | 35,705,160 | |||
| Less: imputed interest | (22,681,505) | ||||
| Total lease liability | $ | 13,023,655 | |||
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12. DEBT
As of September 30, 2025 and December 31, 2024, the debt of the Company was as follows (all loans are USD denominated, except loans in Colombia which are COP denominated):
| Financial Institution | Type | Expiration | Annual Interest Rate | Restricted Cash at September 30, 2025 | Restricted Cash at December 31, 2024 | Remaining Borrowing Capacity at September 30, 2025 | Amount Outstanding at September 30, 2025 | Amount Outstanding at December 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||
| Costa Rica (USD denominated) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Banco BAC San José, S.A. ("BAC Credomatic") | Mortgage Loan | April 2039 | 3Mo SOFR +200 bps, no min. rate | $ | 1,450,000 | $ | 1,450,000 | $ | — | $ | 57,720,923 | $ | 59,219,937 | |||||||||||||||||||||||||||||||||||||
| Banco Davivienda Costa Rica ("Banco Davivienda") | Mortgage Loan | November 2038 | 2.40%+3Mo SOFR | 72,361 | 72,361 | — | 7,406,981 | 7,663,083 | ||||||||||||||||||||||||||||||||||||||||||
| Banco Nacional de Costa Rica ("Banco Nacional") | Mortgage Loan | April 2048 | 1.40%+3Mo SOFR | — | — | — | 63,530,454 | 64,518,109 | ||||||||||||||||||||||||||||||||||||||||||
| Banco Nacional | Mortgage Loan | April 2048 | 1.40%+3Mo SOFR | 480,000 | 480,000 | — | 17,673,853 | 17,948,614 | ||||||||||||||||||||||||||||||||||||||||||
| Banco Nacional | Mortgage Loan | April 2048 | 1.40%+3Mo SOFR | — | — | — | 14,657,359 | 14,885,225 | ||||||||||||||||||||||||||||||||||||||||||
| Banco Nacional | Mortgage Loan | April 2048 | 2.80%+3Mo SOFR | 140,485 | 140,485 | — | 6,718,815 | 6,806,493 | ||||||||||||||||||||||||||||||||||||||||||
| Total Costa Rica Loans | $ | 2,142,846 | $ | 2,142,846 | $ | — | $ | 167,708,385 | $ | 171,041,461 | ||||||||||||||||||||||||||||||||||||||||
| Colombia (COP denominated) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Bancolombia, S.A. ("Bancolombia") | Mortgage Loan | January 2036 | IBR +327 bps no min. rate | 998,653 | 912,754 | — | 21,384,298 | 19,394,855 | ||||||||||||||||||||||||||||||||||||||||||
| Bancolombia | Mortgage Loan | April 2036 | IBR +365 bps no min. rate | 810,538 | 740,834 | — | 17,356,141 | 15,741,763 | ||||||||||||||||||||||||||||||||||||||||||
| Banco BTG Pactual Colombia S.A. ("BTG") | Secured Bridge Loan | May 2025 | IBR +695 bps no min. rate | — | — | — | — | 3,990,969 | ||||||||||||||||||||||||||||||||||||||||||
| Total Colombia Loans | $ | 1,809,191 | $ | 1,653,588 | $ | — | $ | 38,740,439 | $ | 39,127,587 | ||||||||||||||||||||||||||||||||||||||||
| Peru (USD denominated) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Banco BBVA Peru ("BBVA Peru") | Mortgage Loan | December 2033 | Fixed, 8.5% | 1,638,041 | 1,611,590 | — | 44,705,430 | 46,478,607 | ||||||||||||||||||||||||||||||||||||||||||
| BBVA Peru | Mortgage Loan | December 2033 | Fixed, 8.4% | 364,742 | 366,468 | — | 9,954,531 | 10,569,037 | ||||||||||||||||||||||||||||||||||||||||||
| BBVA Peru | Mortgage Loan | March 2034 | Fixed, 7.9% | 539,034 | — | 4,000,000 | 21,000,000 | — | ||||||||||||||||||||||||||||||||||||||||||
| Total Peru Loans | $ | 2,541,817 | $ | 1,978,058 | $ | 4,000,000 | $ | 75,659,961 | $ | 57,047,644 | ||||||||||||||||||||||||||||||||||||||||
| Total | $ | 6,493,854 | $ | 5,774,492 | $ | 4,000,000 | $ | 282,108,785 | $ | 267,216,692 | ||||||||||||||||||||||||||||||||||||||||
Accrued financing costs and debt issuance costs, net | (1,486,800) | (1,330,893) | ||||||||||||||||||||||||||||||||||||||||||||||||
| Total Debt | $ | 280,621,985 | $ | 265,885,799 | ||||||||||||||||||||||||||||||||||||||||||||||
| Less: Current portion of long-term debt | (10,037,537) | (12,636,821) | ||||||||||||||||||||||||||||||||||||||||||||||||
| Total Long-term debt | $ | 270,584,448 | $ | 253,248,978 | ||||||||||||||||||||||||||||||||||||||||||||||
Debt Agreements
BBVA Peru
On October 19, 2023, the Company entered into a new line of credit agreement with BBVA Peru for $2,000,000. The line of credit agreement had a nominal rate of 14.5% fixed and an annual effective rate of 8.4%. The line of credit agreement matured after 9 months and followed a monthly repayment schedule. This debt agreement was a senior unsecured loan and was not guaranteed by any of the properties of the Company. As of September 30, 2024, the Company had fully drawn the line of credit and repaid the total loan amount.
28
On December 15, 2023, the Company entered into a mortgage loan with BBVA Peru for a total of $60,000,000. The mortgage loan consists of two components: Tranche A and Tranche B. The Tranche A totaling $48,670,000 was used to refinance the Company’s existing debt with a previous lender. The Tranche B totaling $11,330,000 is expected to finance the company’s other real estate projects. Tranches A and B will mature in 10 years (with a 35.0% balloon payment for Tranche A) and carry a fixed interest rate of 8.5% and 8.4%, respectively.
On March 6, 2025, the Company, through Parque Logístico Callao, S.R.L., a wholly owned subsidiary of the Company, as the borrower ("Borrower"), entered into a new mortgage loan with BBVA Peru, as the lender, allowing the Company to borrow up to principal amount of $25,000,000. This loan was designated for the construction of a building within Parque Logístico Callao. The loan is secured by the equity interests of the Borrower and the Borrower’s interests in its lease contract of the building constructed. The loan is set to mature in 10 years (with 36 quarterly scheduled repayment installments starting from May 6, 2026 and a 35.0% balloon payment at maturity) and carries a fixed interest rate of 7.9% per annum. Interest is payable quarterly in cash and in arrears starting in May 2025. As of September 30, 2025, the Company had $21,000,000 of the loan outstanding and incurred $412,760 deferred debt issuance costs that are amortized over the life of the loan using effective interest method.
Banco Davivienda
On November 1, 2023, the Company refinanced a debt outstanding with Banco Nacional ($7,373,460) with a mortgage loan denominated in USD with Banco Davivienda for an aggregate amount of $8,000,000. The new mortgage loan matures in 15 years. The loan is subject to a fixed interest rate of 7.0% in the first year, and a rate of 6-month SOFR plus 2.4% adjustable monthly from the second year onwards.
BAC Credomatic
On April 30, 2024, the Company refinanced its secured loans of $46.6 million with BAC Credomatic with a new secured facility of $60.0 million. The new secured loan has a term of 15 years, scheduled to mature in May 2039. The interest rate for the new loan is structured to be 2% above SOFR, which, as of the issuance date of the loan, equates to an effective annual rate of 7.33%. This rate is subject to quarterly review and subsequent adjustment based on the prevailing SOFR and cannot fall below 5.50% per annum. An extinguishment loss of $38,219 was recognized as financing costs in the second quarter of 2024.
Banco Nacional
On April 28, 2023, the Company refinanced outstanding loans with Banco Davivienda, Banco Promerica de Costa Rica, S.A. ("Banco Promerica") and BAC Credomatic (except for one loan), with Banco Nacional. An extinguishment loss of $6,555,113 was recognized as financing costs during the second quarter of 2023 as part of the extinguishment of these debt facilities. The Company entered into four U.S. dollar denominated mortgage loans with Banco Nacional for an aggregate amount of $107,353,410. The loans have a twenty-five-year term. The loans bear a fixed annual interest rate for the first two years and a variable rate of 3-month SOFR, plus either 1.4% or 2.8% adjustable monthly from the third year onwards. On November 1, 2023, the Company refinanced an outstanding debt of $7,373,460 with Banco Nacional using a mortgage loan denominated in USD with Banco Davivienda for an aggregate amount of $8,000,000.
BTG
On August 25, 2023 and August 30, 2023, the Company entered into two new lines of credit agreement with BTG for COP 15,000,000,000 and COP 10,000,000,000, respectively (approximately $3,679,266 and $2,433,042, respectively, at the date the transactions were initiated). Interest is calculated and paid monthly at the rate of a one-month Colombian IBR plus 720 basis points. Principal repayment is due at maturity, on August 25, 2024 and August 30, 2024, respectively. This debt agreement is guaranteed by the trust established for LPA Col Propco Cota 1, where BTG is established as a guaranteed creditor, with three underlying properties defined as guarantees.
On May 27, 2024, the Company restructured its two loans with BTG into a single loan. The new loan maintains the same outstanding principal amount of COP 25,000,000,000 (approximately $6,446,506 as of the restructuring date) and bears an interest rate of three-month Colombian IBR plus 695 basis points. This loan is set to mature in November 2025. A modification gain of $208,799 was recognized as financing costs during the second quarter of 2024.
29
Bancolombia
On January 22, 2021, the Company entered into a COP denominated financing agreement of COP44,500 million ($12.8 million as of the transaction date) with Bancolombia for the financing of the construction of Building 300 in LPA Park Calle 80 in Bogota, Colombia. As of December 31, 2021, the financing was fully drawn down. This financing agreement was further increased by COP$30,000 million ($7.0 million as of the transaction date). The financing bears an interest rate of IBR plus 365 basis points, commitment fees of 0.1% per month of the undrawn amount of the loan and has a 15-year term with a balloon payment of 40% at expiration (COP$29,901 million, or $6.9 million as of the transaction date). The Company began to make principal payments in November 2021. On January 19, 2022, the Company increased by COP$34,000 million ($8.4 million per the transaction date exchange rate, same applies to hereafter) its existing financing facilities denominated in COP with Bancolombia from COP$57,810 million ($14.3 million) to COP$91,810 million ($22.7 million). The financing has a fourteen-year term with a balloon payment of COP$42,866 million ($11.4 million) at expiration. The interest accrues at Colombian IBR plus 327 basis points.
On September 22, 2023, the Company negotiated a deferral of principal with Bancolombia, deferring all principal payments for seven months, beginning on October 1, 2023. All the other terms and conditions of the loan with Bancolombia remain the same. A modification gain of $70,058 was recognized as part of the modification of this debt facility and is included in financing costs in the consolidated statements of profit or loss in the year ended December 31, 2023. Refer to the financial debt covenant compliance section below for details on the Bancolombia waiver.
Long-Term Debt Maturities – Scheduled principal and interest payments due on the Company’s debt as of September 30, 2025, are as follows:
| Mortgage Loan | Secured Bridge Loan | Total | |||||||||||||||
| Maturity: | |||||||||||||||||
| Remainder of 2025 | $ | 2,294,367 | $ | — | $ | 2,294,367 | |||||||||||
| 2026 | 10,512,852 | — | 10,512,852 | ||||||||||||||
| 2027 | 11,627,032 | — | 11,627,032 | ||||||||||||||
| 2028 | 12,476,337 | — | 12,476,337 | ||||||||||||||
| 2029 | 13,430,035 | — | 13,430,035 | ||||||||||||||
| 2030 | 17,039,807 | — | 17,039,807 | ||||||||||||||
| Thereafter | 214,728,355 | — | 214,728,355 | ||||||||||||||
| Accrued and deferred financing cost, net | (1,486,800) | — | (1,486,800) | ||||||||||||||
| Total | $ | 280,621,985 | $ | — | $ | 280,621,985 | |||||||||||
Financing Costs – The following table summarizes the components of financing costs including the deferred financial cost amortization for the three and nine months ended September 30, 2025 and 2024:
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Gross interest expense | $ | 5,148,623 | $ | 5,720,936 | $ | 15,455,220 | $ | 17,476,333 | |||||||||||||||
| Amortization of debt issuance cost | 35,817 | 73,693 | 214,698 | 156,815 | |||||||||||||||||||
| Debt modification gain | — | — | — | (208,799) | |||||||||||||||||||
| Debt extinguishment loss | — | — | — | 38,219 | |||||||||||||||||||
| Other financing cost | — | 2,250 | — | 35,790 | |||||||||||||||||||
| Total financing cost before capitalization | 5,184,440 | 5,796,879 | 15,669,918 | 17,498,358 | |||||||||||||||||||
| Capitalized amounts into investment properties | (255,301) | — | (558,134) | (330,123) | |||||||||||||||||||
| Net financing cost | $ | 4,929,139 | $ | 5,796,879 | $ | 15,111,784 | $ | 17,168,235 | |||||||||||||||
| Total cash paid for interest and commitment fees | $ | 4,896,105 | $ | 5,843,037 | $ | 15,004,987 | $ | 17,529,389 | |||||||||||||||
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Debt Reconciliation – The reconciliations of the Company’s debt as of September 30, 2025 and 2024 were as follows:
| Nine months ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Beginning balance | $ | 265,885,799 | $ | 269,854,235 | |||||||
| Secured bank debt borrowings | 21,000,000 | 13,091,001 | |||||||||
| Secured bank debt repayments | (6,636,879) | (7,183,226) | |||||||||
| Bridge loan repayments | (4,244,368) | (834,492) | |||||||||
| Borrowing cost incurred | (412,760) | — | |||||||||
| Deferred financing cost amortization | 214,698 | 156,815 | |||||||||
| Debt modification gain | — | (208,799) | |||||||||
| Debt extinguishment loss | — | 38,219 | |||||||||
| Foreign currency translation effect | 4,815,495 | (3,880,344) | |||||||||
| Ending balance | $ | 280,621,985 | $ | 271,033,409 | |||||||
Financial Debt Covenants – The loans described above are subject to certain affirmative covenants, including, among others, (i) reporting of financial information; and (ii) maintenance of corporate existence, the security interest in the properties subject to the loan and appropriate insurance for such properties; and (iii) maintenance of certain financial ratios. In addition, the loans are subject to certain negative covenants that restrict Logistic Properties of the Americas ability to, among other matters, incur in additional indebtedness under or create additional liens on the properties subject to the loans, change its corporate structure, make certain restricted payments, enter into certain transactions with affiliates, amend certain material contracts.
The loans contain, among others, the following events of default: (i) non-payment; (ii) false representations; (iii) failure to comply with covenants; (iv) inability to generally pay debts as they become due; (v) any bankruptcy or insolvency event; (vi) disposition of the subject properties; or (vii) change of control of the subject properties.
The Company received waivers for the requirement to comply with Bancolombia financial covenants on June 26, 2024. The Bancolombia waiver was effective through the testing period of June 30, 2024 and December 31, 2024, and ratio compliance testing was first applicable for these loans in June 2025. On December 19, 2024, the Company amended both loans with Bancolombia to include a reserved fund of $1.7 million as part of the numerator for the debt service coverage ratio calculation. This adjustment to the covenant calculation took effect from the compliance testing in June 2025. The outstanding Bancolombia loan balance as of September 30, 2025 was $38.7 million, on the condensed consolidated interim statement of financial position.
As of September 30, 2025 and December 31, 2024, the Company was compliant with all the debt covenants with its lenders.
13. EQUITY
The Company is authorized to issue 450,000,000 Ordinary Shares and 50,000,000 Preference Shares, each with a par value of $0.0001. The specific designations, voting rights, and other preferences of these shares can be established as needed by the Company’s board. There were no Preference Shares issued during the periods presented. All shares are equally eligible to receive dividends and the repayment of capital and represent one vote at shareholders’ meetings of Logistic Properties of the Americas. As of September 30, 2025 and December 31, 2024, a total of 31,897,657 and 31,799,747 Ordinary Shares had been issued, respectively.
On November 22, 2024, the Company's board of directors approved a share repurchase program (the "Program") with authorization to purchase up to $10.0 million of Ordinary Shares for a duration of 12 months. On November 29, 2024, the Company and an unrelated third-party broker (the “Broker”) entered into a share purchase agreement (the “Share Purchase Agreement”). Under the Share Purchase Agreement, the Broker is authorized to execute the Program on behalf of the Company to purchase the Ordinary Shares from the open market. Prior to their retirement or reissuance, the Ordinary Shares repurchased are recorded as treasury shares in equity at cost including the fees paid to the Broker. The Share Purchase Agreement was terminated as of June 5, 2025.
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As of September 30, 2025 and December 31, 2024, the Company held 376,028 and 126,834 of the Company's Ordinary Shares, with 623,972 and 873,166 shares remaining available for future repurchases under the Program. The share repurchase activities for the nine months ended September 30, 2025 are as follows:
| For the nine months ended | |||||
| September 30, 2025 | |||||
Shares repurchased (1) | 249,194 | ||||
| Average purchase price per share | $ | 8.15 | |||
Aggregate purchase price (2) | $ | 2,030,381 | |||
(1)None of the Ordinary Shares repurchased were retired or reissued for the nine months ended September 30, 2025 and for the year ended December 31, 2024.
(2)Net of fees paid to the Broker.
Retained earnings consist of legal reserves and accumulated earnings. According to the legislation in effect in several countries in which the Company operates, the Company’s subsidiaries must appropriate a portion of each year’s net earnings to its respective legal reserve. The legal reserve amount varies by jurisdiction and ranges from 5% to 10% of the net earnings generated by operating entities, up to a cap of 10% to 50% of that entity’s capital stock.
14. EARNINGS PER SHARE
The Company determines basic earnings (loss) per share by dividing the profit (loss) for the period attributable to ordinary equity holders of the Company by the weighted average number of ordinary shares outstanding during the period. The Company computes diluted earnings (loss) per share by dividing the profit (loss) for the period attributable to ordinary equity holders of the Company by the weighted average number of ordinary shares outstanding combined with the incremental weighted average number of ordinary shares outstanding that would be issued on conversion or settlement of all outstanding potentially dilutive instruments. There were 431,500, and 121,500 RSUs excluded from the diluted weighted average number of ordinary shares calculation for the nine months ended September 30, 2024 and the three months ended September 30, 2025, respectively, as their inclusion would be antidilutive.
The calculated basic and diluted earnings (loss) per share for the three and nine months ended September 30, 2025 and 2024, were as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Earnings (loss) per share – basic | $ | 0.15 | $ | 0.16 | $ | 0.09 | $ | (1.08) | |||||||||||||||
| Earnings (loss) per share – diluted | $ | 0.15 | $ | 0.15 | $ | 0.09 | $ | (1.08) | |||||||||||||||
| Earnings (loss) attributed to owner(s) of the Company | $ | 4,733,401 | $ | 4,942,591 | $ | 2,792,567 | $ | (33,181,385) | |||||||||||||||
| Weighted average number of Ordinary Shares – basic | 31,521,629 | 31,740,073 | 31,577,873 | 30,732,528 | |||||||||||||||||||
| Weighted average effect of dilutive securities: | |||||||||||||||||||||||
| RSUs | 146,375 | 227,356 | 172,811 | — | |||||||||||||||||||
| Weighted average number of Ordinary Shares – diluted | 31,668,004 | 31,967,429 | 31,750,684 | 30,732,528 | |||||||||||||||||||
As discussed in detail in Note 3, the Company’s basic and diluted earnings (loss) per share related to LLP prior to the Business Combination have been retroactively recast based on shares reflecting the exchange ratio established in the Business Combination.
Additionally, the weighted average number of Ordinary Shares as of September 30, 2025 was adjusted to exclude treasury shares. There were no treasury shares as of September 30, 2024.
There have been no other transactions involving Ordinary Shares or potential ordinary shares between the reporting date and the date of authorization of these financial statements.
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15. INCOME TAX
LPA is a foreign corporation organized in accordance with the laws of Cayman Islands and is not subject to income tax in the United States. The Company operates in Costa Rica, Colombia, Peru, El Salvador, Mexico and the United States using local country operating corporations, generally owned by holding companies in Panama and Cayman Islands. The Panama and Cayman Islands holding companies are not subject to tax on income sourced outside of Panama, and the Company has no deferred tax liability recognized for its investment in subsidiaries. The income tax rates applicable to LPA in Costa Rica, Colombia, Peru and Mexico are 30.0%, 35.0%, 29.5% and 30.0%, respectively.
The Company’s effective tax rates for the three months ended September 30, 2025 and 2024 were 38.4% and 32.9%, respectively. The Company’s effective tax rates for the nine months ended September 30, 2025 and 2024 were 55.8% and (27.0)%, respectively. The effective income tax rates for the three and nine months ended September 30, 2025 and 2024 were different than the local statutory income tax rates primarily due to the change in deferred tax assets or liabilities related to fluctuations in currency translation for investment properties and debt, movement in unrecognized deferred tax assets, foreign tax rate differential (including pre-tax losses in zero-rate jurisdictions such as Panama and the Cayman Islands), and alternative minimum tax in Colombia. For the three and nine months ended September 30, 2025, the high effective tax rates result from low consolidated pre-tax income compared with the tax expense drivers previously discussed.
16. EMPLOYEE BENEFITS
Employee benefits are recognized in general and administrative expense in the condensed consolidated interim statements of profit or loss and other comprehensive income (loss), and for the three and nine months ended September 30, 2025 and 2024, consisted of the following:
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Short-term employee benefits | $ | 1,422,417 | $ | 1,820,011 | $ | 3,916,511 | $ | 5,350,438 | |||||||||||||||
| Share-based payment expense | 419,135 | — | 1,655,468 | — | |||||||||||||||||||
| Total | $ | 1,841,552 | $ | 1,820,011 | $ | 5,571,979 | $ | 5,350,438 | |||||||||||||||
17. SHARE-BASED PAYMENTS
In March 2024, the Company established the Logistic Properties of the Americas 2024 Equity Incentive Plan (“2024 Plan”) for all employees of the Company whereby LPA may grant options, restricted stock, restricted stock units, stock appreciation rights and other equity-based awards to attract and maintain key company personnel including directors, officers, employees, consultants, and advisors.
Restricted Stock Units (“RSUs”)
Under the 2024 Plan, the Company granted RSUs to certain senior executives and board directors who were previously employed by LLP and continued employment with LPA after the Business Combination, certain departing board members of LLP and certain newly hired senior executives and board members of LPA.
Each RSU represents the right for the employee or director to receive one LPA ordinary share upon vesting and settlement. No amounts are paid or payable to LPA by the recipient on the receipt of the RSUs. The RSUs carry neither rights to dividends nor voting rights prior to vesting or delivery of the underlying LPA ordinary shares. The Company’s board has a discretion to settle the RSUs in cash or shares, but the Company has no intention of settling the RSUs in cash, and given that this is the first time the Company has granted RSUs, the Company does not have a past practice of cash settlement. The Company accounts for the RSUs as equity-settled awards.
In May 2024 and April 2025, the Company granted RSUs under the 2024 Plan totaling 319,000 and 121,000 shares, respectively, to former LLP senior executives and current LPA senior executives. The RSUs vest either in equal annual increments over a three-year service vesting period, with compensation costs recognized using the accelerated attribution method, or they cliff vest at the end of the three-year service vesting period, with compensation costs recognized ratably over the vesting period.
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In May 2024, August 2024, and April 2025, the Company granted RSUs under the 2024 Plan totaling 97,500, 15,000, and 52,500 shares, respectively, to the former LLP and current LPA board of directors. These RSUs were fully vested upon grant. On the grant date, the delivery of the underlying ordinary shares was scheduled to occur at a future date, based solely on the passage of time. The grant date fair values of these awards take into account the impact of the delayed delivery schedules, and compensation costs were recognized immediately upon grant.
RSUs are measured at grant date fair value by reference to the traded price of LPA’s ordinary shares. The Company does not expect to declare any dividends in the near future. Therefore, no expected dividends were incorporated into the measurement of the grant date fair value. For the three and nine months ended September 30, 2025, the Company recognized share-based payment expense related to the RSUs of $419,135 and $1,655,468, respectively, in general and administrative expenses in the condensed consolidated interim statements of profit or loss and other comprehensive income (loss).
Details of the RSUs outstanding during the period are as follows:
| Number of RSUs | Weighted Average Grant Date Fair Value per RSU | ||||||||||
| Non-vested at December 31, 2024 | 319,000 | $ | 9.70 | ||||||||
| Granted | 173,500 | $ | 8.86 | ||||||||
| Vested | (92,833) | $ | 9.22 | ||||||||
| Forfeited | — | — | |||||||||
| Non-vested at September 30, 2025 | 399,667 | $ | 9.45 | ||||||||
During the nine months ended September 30, 2025, 97,910 shares of vested RSUs were delivered (net of tax withheld).
Equity-settled share-based payment transactions with parties other than employees
On August 14, 2024, the board of directors of the Company approved and granted the Company discretion to issue 90,000 ordinary shares to a non-employee service provider to share-settle a liability assumed as part of the Business Combination. Such arrangement was accounted for as an equity-settled share-based payment arrangement with non-employees. The fair value was determined to be $1,141,200, which represented the aggregate fair value of the ordinary shares granted on August 14, 2024, calculated based on 90,000 ordinary shares and a grant date fair value of $12.68 per share by reference to the traded price of the Company’s ordinary shares on such date. On August 30, 2024, the Company issued the 90,000 ordinary shares, which were considered fully vested upon issuance.
18. RELATED PARTY TRANSACTIONS
Transactions between the Company and its related parties are made on terms equivalent to those that prevail in arm’s length transactions.
Subsidiaries
Transactions between the Company and its subsidiaries are eliminated on consolidation and therefore are not disclosed. Listing of LPA's subsidiaries are disclosed in Note 2. The partnerships that the Company enters into and exercises control over are fully consolidated as detailed in LPA’s most recent audited consolidated financial statements and notes.
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Key Management Personnel Compensation
The amounts disclosed in the table represent the amounts recognized as general and administrative expense in the condensed consolidated interim statements of profit or loss and other comprehensive income (loss), related to key management personnel for the three and nine months ended September 30, 2025 and 2024.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Salaries | $ | 415,017 | $ | 401,335 | $ | 1,213,252 | $ | 991,821 | |||||||||||||||
| Cash performance bonus | 270,522 | 221,043 | 750,825 | 595,488 | |||||||||||||||||||
| Statutory bonus | 17,326 | 26,320 | 47,104 | 54,241 | |||||||||||||||||||
| One-time cash bonus related to the Business Combination | — | — | — | 226,000 | |||||||||||||||||||
| Non-executive directors' fees | 200,875 | 139,166 | 493,375 | 368,456 | |||||||||||||||||||
| Non-cash benefits | 13,149 | 9,286 | 26,176 | 27,493 | |||||||||||||||||||
Share-based payment expense | 419,135 | 555,323 | 1,655,468 | 1,695,541 | |||||||||||||||||||
| Total | $ | 1,336,024 | $ | 1,352,473 | $ | 4,186,200 | $ | 3,959,040 | |||||||||||||||
Due from affiliates – On June 25, 2015, LLP entered into a loan agreement with LLI, pursuant to which LLP issued a loan of $3,015,000 to LLI. In July 2020, the loan receivable from LLI was increased to $4,165,000 from $3,015,000 and the maturity date was extended to December 31, 2023. The loan receivable from LLI was further increased to $4,850,000 from $4,165,000 in June 2021, and then to $6,950,000 in May 2022.
The principal amount of $6,265,000 of this loan receivable bore an annual interest rate of 9.0% and the remaining principal amount of this loan receivable did not bear any interest. Principal and interest were due at maturity. In the event of a default, the interest rate increased to an annual rate of 20.0% until the amount was settled. For the three and nine months ended September 30, 2025, the Company did not recognize any interest income from affiliates in the condensed consolidated interim statements of profit or loss and other comprehensive income (loss). For the three and nine months ended September 30, 2024, the Company recognized interest income of $0 and $302,808, respectively, in interest income from affiliates in the condensed consolidated interim statements of profit or loss and other comprehensive income (loss).
As discussed in Note 3, as of January 1, 2024, the loans to LLI were in default status due to non-payment following the maturity date of December 31, 2023. Pursuant to the Assignment Agreement, upon Closing, the loan receivable from LLI of $9,765,972 was considered settled through the foreclosure of the collateralized LLP Shares held by LLI.
Refer to the detailed discussion around the impact of the Business Combination on the loan receivable in Note 3.
Additional transactions with key management personnel – The majority shareholder of the Company provided management and advisory services as well as administrative support to the Company of $60,513 and $92,682 for the three months ended September 30, 2025 and 2024, respectively, and $131,938 and $570,527 for the nine months ended September 30, 2025 and 2024, respectively.
19. FINANCIAL RISK MANAGEMENT
Interest Rate Risk - Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s exposure to the risk of changes in market interest rates relates primarily to its long-term debt obligations with floating interest rates. Therefore, variations in interest rates at the reporting date would affect profit or loss.
Liquidity Risk – Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, to the extent possible, that it will have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation, and to maintain a balance between continuity of funding and flexibility through the use of bank deposits and loans.
Exposure to Liquidity Risk – The following tables detail the remaining contractual maturities of financial liabilities at the end of the reporting period. The amounts are gross and undiscounted cash flows.
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| September 30, 2025 | Notes | On demand | Less than 3 months | 3 to 12 months | 1 to 5 years | Thereafter | Total | ||||||||||||||||||||||||||||||||||
| Accounts payable and accrued expenses | $ | 2,457,536 | $ | 1,119,789 | $ | 8,285,955 | — | — | $ | 11,863,280 | |||||||||||||||||||||||||||||||
| Lease liability | 11 | — | 21,267 | 74,727 | 4,821,572 | 30,787,594 | 35,705,160 | ||||||||||||||||||||||||||||||||||
| Income tax payable | — | 267,960 | 4,532,684 | — | — | 4,800,644 | |||||||||||||||||||||||||||||||||||
| Retainage payable | — | 8,590 | 2,314,420 | — | — | 2,323,010 | |||||||||||||||||||||||||||||||||||
| Security deposits | — | — | 46,024 | 3,062,872 | — | 3,108,896 | |||||||||||||||||||||||||||||||||||
| Long and short-term debt | 12 | — | 2,294,367 | 7,743,170 | 66,221,738 | 205,849,510 | 282,108,785 | ||||||||||||||||||||||||||||||||||
| Total | $ | 2,457,536 | $ | 3,711,973 | $ | 22,996,980 | $ | 74,106,182 | $ | 236,637,104 | $ | 339,909,775 | |||||||||||||||||||||||||||||
| December 31, 2024 | Notes | On demand | Less than 3 months | 3 to 12 months | 1 to 5 years | Thereafter | Total | ||||||||||||||||||||||||||||||||||
| Accounts payable and accrued expenses | $ | 793,615 | $ | 279,983 | $ | 7,283,317 | — | — | $ | 8,356,915 | |||||||||||||||||||||||||||||||
| Lease liability | 11 | — | 94,314 | 395,627 | 4,545,290 | 31,772,840 | 36,808,071 | ||||||||||||||||||||||||||||||||||
| Income tax payable | — | — | 2,764,352 | — | — | 2,764,352 | |||||||||||||||||||||||||||||||||||
| Retainage payable | — | 22,463 | 1,478,266 | — | — | 1,500,729 | |||||||||||||||||||||||||||||||||||
| Security deposits | — | — | 167,005 | 2,440,371 | — | 2,607,376 | |||||||||||||||||||||||||||||||||||
| Long and short-term debt | 12 | — | 2,715,758 | 9,921,063 | 42,202,101 | 212,377,770 | 267,216,692 | ||||||||||||||||||||||||||||||||||
| Distributions payable to non-controlling interests | — | — | 380,950 | — | — | 380,950 | |||||||||||||||||||||||||||||||||||
| Total | $ | 793,615 | $ | 3,112,518 | $ | 22,390,580 | $ | 49,187,762 | $ | 244,150,610 | $ | 319,635,085 | |||||||||||||||||||||||||||||
Fair Values – The Company estimated the fair value of its debt to be $261,563,237 as of September 30, 2025, and $255,591,886 as of December 31, 2024. The fair value of debt is estimated based on the discounted cash flows using a discount rate between 6.4% and 14.2% depending on the terms and circumstances of specific debt instruments and are within Level 2 of the fair value hierarchy. The carrying value of debt approximated its fair value as of September 30, 2024. The Company further concluded that the carrying value of financial assets and liabilities, other than debt, approximated their fair value as of September 30, 2025 and December 31, 2024.
20. COMMITMENTS AND CONTINGENCIES
Commitments
In the normal course of operation, the Company secures construction loans in order to fund capital expenditure commitments. Debt guarantees are disclosed in Note 12. The Company does not conduct its operations through entities that are not consolidated in these condensed consolidated interim financial statements and has not guaranteed or otherwise contractually committed to support any material financial obligations not reflected in these condensed consolidated interim financial statements.
As of September 30, 2025, the Company had agreed upon construction contracts with third parties and is consequently committed to future capital expenditures of $8,873,115.
The Company does not have lease contracts, where the Company is the lessee, that have not yet commenced as of September 30, 2025.
Legal Proceedings
In the ordinary course of business, the Company may be party to legal proceedings. On September 13, 2023, the Company became aware that a lawsuit was filed against a subsidiary of the Company by a construction company for services rendered prior to the reporting date. On February 29, 2024, the Company settled with the counterparty for a total amount of $237,226.
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On November 30, 2023, the Company became aware that a lawsuit was filed against it by a former employee of the Company who rendered services for the Company prior to the reporting date. The Company is currently vigorously defending this lawsuit and believes the claims are without merit. The Company is in the process of analyzing this matter but currently does not have a sufficient basis for concluding whether any loss is probable. As of the date of this report, the Company is not currently involved in any other litigation or arbitration proceedings for which the Company believes it is not adequately insured or indemnified, or which, if determined adversely, would have a material adverse effect on the Company’s condensed consolidated interim financial statements.
As of September 30, 2025, the Company is not involved in any other litigation or arbitration proceedings for which the Company believes it is not adequately insured or indemnified, or which, if determined adversely, would have a material adverse effect on the Company’s condensed consolidated interim financial statements.
21. SUBSEQUENT EVENTS
In preparing the condensed consolidated interim financial statements, the Company has evaluated subsequent events through November 12, 2025, which is the date the condensed consolidated interim financial statements were issued. There have been no subsequent events that occurred during such period that would require disclosure in, or would be required to be recognized in, the condensed consolidated interim financial statements.
22. APPROVAL OF THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
The condensed consolidated interim financial statements were authorized for issue by the Company’s board of directors on November 12, 2025.
* * * * *
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Exhibit 99.2
MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For purposes of this section, “we,” “our,” “us”, “LPA” and the “Company” refer to Logistic Properties of the Americas and all of its subsidiaries. The following discussion and analysis (“MD&A”) of the financial condition and results of operations should be read together with our unaudited condensed consolidated interim financial statements as of September 30, 2025 and December 31, 2024 and for the three and nine months ended September 30, 2025 and 2024, together with related notes thereto, (the “Unaudited Condensed Consolidated Interim Financial Statements”). The Unaudited Condensed Consolidated Interim Financial Statements have been prepared in accordance with International Accounting Standard ("IAS") 34 - Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”). This MD&A should also be read together with our Annual Report on Form 20-F for the year ended December 31, 2024 (the "Annual Report"), as filed with the U.S. Securities and Exchange Commission. The following discussion contains forward-looking statements and should be read in conjunction with the section titled “Cautionary Note Regarding Forward-Looking Statements” included in this MD&A and the section titled “Risk Factors” included in our Annual Report on Form 20-F for the year ended December 31, 2024.
Overview
LPA was incorporated as an exempted company with limited liability under the laws of the Cayman Islands on October 9, 2023. LPA is a fully integrated, internally managed real estate company that develops, owns and manages a diversified portfolio of warehouse logistics and industrial assets across Latin America. We focus on modern Class A logistics and industrial real estate in high growth and high barrier-to-entry markets that are undersupplied and have low penetration rates. We believe we are a leading institutional development, logistics and industrial platform operating in our four countries of operation today — Costa Rica, Colombia, Peru and Mexico – which correspond to our reportable segments. We have significant expertise in designing and developing logistics and industrial assets, which we own, manage and lease on a long-term basis. Our strategic footprint and operational expertise enable us to provide our tenants with “last mile” distribution capabilities that are critical to logistics and industrial infrastructure, and be well located to leverage strong e-Commerce and “nearshoring” trends.
On March 27, 2024, LPA consummated the business combination pursuant to the business combination agreement. As a result of the Business Combination, two, a Cayman Islands exempted company (TWOA) and LatAm Logistic Properties, S.A., a company incorporated under the laws of Panama (LLP) have each become wholly-owned subsidiaries of LPA, and LPA’s ordinary shares ("Ordinary Shares") were listed on the NYSE American under the symbol “LPA”. See Note 3 of the Unaudited Condensed Consolidated Interim Financial Statements for more details.
On August 15, 2025, LPA acquired two operating investment properties in Puebla, Mexico through a strategic partnership with Inmobiliaria y Constructora Alas, S.A. (“Alas"). This key milestone aligns with LPA’s strategy to expand its regional presence in Latin America and represents its first entry into Mexico’s strategically vital logistics real estate market.
Our business model is designed to generate recurring revenue from long-term leases with creditworthy tenants, which we believe drives attractive unit economics. We believe our corporate structure provides us with the following advantages:
•Investment focus: We have designed our business model to participate across the real estate value creation chain including (i) structuring and financing, (ii) development, (iii) lease-up and (iv) asset management, in comparison to Real Estate Investment Trust (REITs), which are generally required to focus on Stabilized Properties, or nearly Stabilized Properties;
•Management fee structure: We manage our properties internally and do not charge management fees, which we believe better aligns our interests with investors, as opposed to the externally managed REIT model; and
•Long term value creation: We develop and manage our assets with a focus on the quality of our real estate and maximizing its long-term value, in comparison to managing our development, operations and maintenance activities to achieve shorter term dividend targets.
As of September 30, 2025, our operating portfolio was composed of 33 properties with a GLA of around 5.6 million square feet. Our portfolio has a Stabilized occupancy rate of 97.9% and a weighted average remaining lease term of 4.7 years on our current leases.
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Our portfolio is composed of Class A logistic and industrial warehouses that are well positioned to serve the key logistical functions of the growing e-Commerce market and nearshoring trade. All properties in Colombia, and certain properties in Costa Rica, Peru and Mexico are certified by EDGE, a green building certification system sponsored by the IFC (International Finance Corporation), a member of the World Bank Group, and administered by GBCI (Green Business Certification Inc.), which promotes the development of sustainable buildings, both internally, with expansive floor capacity, natural light and sufficient height clearance levels, as well as externally, with shared truck maneuvering yards, optimized platforms and container parking. These modern specifications enable our tenants to drive operational efficiencies for timely delivery of their goods and implement highly advanced operational and logistics processes that enhance their ability to compete. Our high quality and diversified tenant base is composed of leading multinational companies that operate primarily in the consumer goods, third-party logistics and other retail sectors including Kuehne + Nagel, Alicorp, Pequeño Mundo, Pricesmart, Yichang, CEVA, Indurama, Samsung, Ikea, and Natura & Co..
The following table sets forth a summary of our real estate portfolio as of September 30, 2025, December 31, 2024, and September 30, 2024:
| As of September 30, 2025 | As of December 31, 2024 | As of September 30, 2024 | |||||||||||||||
| Number of operating real estate properties | 33 | 30 | 30 | ||||||||||||||
Operating GLA (sq. ft) (1) | 5,550,277 | 5,121,625 | 5,121,625 | ||||||||||||||
Leased GLA (sq. ft) (2) | 5,863,430 | 5,637,044 | 5,629,154 | ||||||||||||||
| Number of tenants | 57 | 57 | 51 | ||||||||||||||
| Average rent per square foot | $ | 8.14 | $ | 7.79 | $ | 7.92 | |||||||||||
| Weighted average remaining lease term | 4.7 years | 5.1 years | 5.0 years | ||||||||||||||
| Stabilized occupancy rate (% of GLA) | 97.9 | % | 98.3 | % | 94.5 | % | |||||||||||
(1)“Operating GLA” refers to the GLA in operating properties. Operating properties are investment properties that have achieved Stabilization. We define Stabilization as the earlier of the point at which a developed property has been completed for one year, or when it reaches a 90% occupancy rate.
(2)“Leased GLA” refers to the GLA in operating properties, properties under development, and land banks that is subject to a lease.
Our operating portfolio is geographically diversified, as shown below as of September 30, 2025, December 31, 2024, and September 30, 2024:
| As of September 30, 2025 | |||||||||||||||||
| Total Operating GLA (sq ft) | % of Portfolio GLA | Number of Buildings | |||||||||||||||
| Costa Rica | 2,516,148 | 45 | % | 19 | |||||||||||||
| Colombia | 1,255,394 | 23 | % | 5 | |||||||||||||
| Peru | 1,521,047 | 27 | % | 7 | |||||||||||||
| Mexico | 257,688 | 5 | % | 2 | |||||||||||||
| Total | 5,550,277 | 100 | % | 33 | |||||||||||||
| As of December 31, 2024 | |||||||||||||||||
| Total Operating GLA (sq ft) | % of Portfolio GLA | Number of Buildings | |||||||||||||||
| Costa Rica | 2,516,137 | 49 | % | 19 | |||||||||||||
| Colombia | 1,255,404 | 25 | % | 5 | |||||||||||||
| Peru | 1,350,084 | 26 | % | 6 | |||||||||||||
| Total | 5,121,625 | 100 | % | 30 | |||||||||||||
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| As of September 30, 2024 | |||||||||||||||||
| Total Operating GLA (sq ft) | % of Portfolio GLA | Number of Buildings | |||||||||||||||
| Costa Rica | 2,516,137 | 49 | % | 19 | |||||||||||||
| Colombia | 1,255,404 | 25 | % | 5 | |||||||||||||
| Peru | 1,350,084 | 26 | % | 6 | |||||||||||||
| Total | 5,121,625 | 100 | % | 30 | |||||||||||||
The following table presents a summary of our total revenues and our profit (loss) for the three and nine months ended September 30, 2025 and 2024:
| For the three months ended September 30, | For the nine months ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Total revenues | $ | 12,884,516 | $ | 11,272,630 | $ | 36,416,999 | $ | 32,743,028 | |||||||||||||||
| Profit (loss) | $ | 5,234,841 | $ | 4,833,469 | $ | 5,180,574 | $ | (29,194,657) | |||||||||||||||
The following tables present a summary of our rental revenue for the three and nine months ended September 30, 2025, 2024 and for twelve months ended September 30, 2025 and December 31, 2024:
| For the three months ended September 30, 2025 | For the three months ended September 30, 2024 | ||||||||||||||||||||||
Rental Revenue(1) | % of Rental Revenue | Rental Revenue(1) | % of Rental Revenue | ||||||||||||||||||||
| Costa Rica | $ | 6,029,041 | 49 | % | $ | 6,122,296 | 55 | % | |||||||||||||||
| Colombia | $ | 2,432,983 | 20 | % | $ | 2,068,024 | 18 | % | |||||||||||||||
| Peru | $ | 3,487,338 | 29 | % | $ | 2,983,454 | 27 | % | |||||||||||||||
| Mexico | $ | 221,586 | 2 | % | — | — | % | ||||||||||||||||
| Total | $ | 12,170,948 | 100 | % | $ | 11,173,774 | 100 | % | |||||||||||||||
(1)All leases in Costa Rica, Peru and Mexico are denominated in U.S. dollars, while leases in Colombia are denominated in Colombian pesos.
| For the nine months ended September 30, 2025 | For the nine months ended September 30, 2024 | ||||||||||||||||||||||
Rental Revenue(1) | % of Rental Revenue | Rental Revenue(1) | % of Rental Revenue | ||||||||||||||||||||
| Costa Rica | $ | 17,969,590 | 51 | % | $ | 17,771,033 | 54 | % | |||||||||||||||
| Colombia | $ | 7,235,530 | 20 | % | $ | 6,426,573 | 20 | % | |||||||||||||||
| Peru | $ | 10,099,002 | 28 | % | $ | 8,349,511 | 26 | % | |||||||||||||||
| Mexico | $ | 221,586 | 1 | % | — | — | % | ||||||||||||||||
| Total | $ | 35,525,708 | 100 | % | $ | 32,547,117 | 100 | % | |||||||||||||||
(1)All leases in Costa Rica, Peru and Mexico are denominated in U.S. dollars, while leases in Colombia are denominated in Colombian pesos.
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For the twelve months ended September 30, 2025(1) | For the year ended December 31, 2024 | ||||||||||||||||||||||
Rental Revenue(2) | % of Rental Revenue | Rental Revenue(2) | % of Rental Revenue | ||||||||||||||||||||
| Costa Rica | $ | 24,151,870 | 52 | % | $ | 23,953,313 | 55 | % | |||||||||||||||
| Colombia | $ | 9,510,695 | 20 | % | $ | 8,701,738 | 20 | % | |||||||||||||||
| Peru | $ | 12,675,788 | 27 | % | $ | 10,926,297 | 25 | % | |||||||||||||||
| Mexico | $ | 221,586 | 1 | % | — | — | % | ||||||||||||||||
| Total | $ | 46,559,939 | 100 | % | $ | 43,581,348 | 100 | % | |||||||||||||||
(1)Rental revenue for the twelve-month ended September 30, 2025 represents the Company's results of the four-quarter period ended September 30, 2025.
(2)All leases in Costa Rica, Peru and Mexico are denominated in U.S. dollars, while leases in Colombia are denominated in Colombian pesos.
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Factors Affecting Our Results of Operations
Macroeconomic Conditions
Our business is significantly influenced by the general economic conditions in Costa Rica, Colombia, Peru, Mexico and other markets where we plan to operate, which in turn affect our financial performance, portfolio value, and strategy execution. Changes in national, regional and global economic conditions can significantly impact us. Real estate markets are cyclical and are driven by investor perceptions of the overall economic outlook. Rising interest rates, reduced real estate demand, economic slowdowns, or recessions influence the real estate markets and any occurrence of these conditions could lead to weakened demand for our properties, decreased revenues, increased costs and lower asset values for us.
Factors such as currency devaluation, price instability, inflation, interest rate fluctuations, regulatory changes, taxation shifts, social and political unrest, and other economic developments can influence our outcomes, which are forces beyond our control. Economic slowdowns, negative growth periods, increased inflation, or interest rates could reduce demand for our assets, lower their real value, or prompt a shift toward lower-quality assets.
Rental Income
Our primary revenue stream comes from investment property rental income. The rental income from our property portfolio depends on our ability to maintain high occupancy rates and grow by acquiring, developing, or expanding properties.
As of September 30, 2025, December 31, 2024, and September 30, 2024, the Stabilized occupancy rates for our operating properties were 97.9%, 98.3%, and 94.5%, respectively. The rental income generated from our leased properties is influenced by our ability to collect rent payments according to lease agreements and our ability to raise rental rates. The growth in rental income also relies on our ability to acquire suitable properties meeting our investment criteria, develop them, and expand the GLA of existing properties where feasible. Future rental income could be affected by positive or negative trends in our tenants’ businesses and the regions where we operate.
Lease Expirations
Our results of operations are influenced by our ability to re-lease space before leases expire or promptly upon the expiration of a lease. Results are also affected by economic and competitive conditions in the markets where we operate as well as the desirability of our individual properties. We utilize a proactive leasing strategy by maintaining regular communication with tenants to understand the needs of their respective operations and their plans for existing space and potential expansions. Our senior management team conducts frequent visits to the properties and apply their market insights to establish connections with potential local, regional, and national tenants that may complement our current tenant base. As of September 30, 2025, our existing asset lease contracts scheduled to expire in the remainder of 2025, 2026 and 2027 represented 0.8%, 3.5% and 18.1%, respectively, of our Leased GLA.
Competition
We face local competition from other buyers, developers, and operators of industrial properties in Costa Rica, Colombia, Peru, Mexico and other markets where we plan to operate. Some of these competitors strive to provide similar products and pursue properties in our target markets. Increased competition in the future could limit our ability to develop and acquire desired properties on favorable terms. Furthermore, increased competition might impact the occupancy rates of our properties, influencing our financial results. We could also face pressure to lower our rental rates or offer rent reductions, improvements, early termination privileges, or favorable lease renewal options to tenants in order to retain them upon lease expiration due to competitive pressures.
Property Operating Costs
Our property operating costs consist mainly of repairs and maintenance, property management, utilities, insurance, real estate taxes, expected credit loss adjustments, tenant-billable operating expenses, interest expenses on property related land lease liabilities and other property related expenses. Most property operating costs are recovered through rental recovery fees charged to tenants. All of our leases are classified as operating leases. Furthermore, a significant portion of our leases are modified gross leases, which is a type of rental agreement where the tenant pays the base rent and a proportional share of certain investment property operating expenses. Although we can recover most of the investment property operating expenses across all of our leases, it is ultimately our responsibility to pay for the operating expenses.
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Inflation
Most of our leases contain provisions designed to mitigate the adverse impact of inflation. Rental income is typically adjusted annually and is contractually indexed for inflation based on the local or US consumer price index. In addition, some contracts contain a fixed increase amount, which may differ from inflation. Furthermore, our leases could expose us to potential rises in non-reimbursable property operating expenses, which includes potential costs linked to vacant premises. Additionally, we believe that certain current rental rates within our leases due for renewal are below the current market rates for similar spaces. Upon renewal or re-leasing, adjustments to these rates to align with or approach current market levels may counterbalance the impact of inflationary expense pressures associated with our leased properties. We also have exposure to inflation with respect to our development portfolio, as increases in materials and other costs related to our development activities might drive up the cost to develop properties. In addition, an increase in inflation may increase the replacement value of our real estate assets, and as such, the development of new assets may be adversely impacted if corresponding rental rates do not have a similar increase.
Nearshoring Trends
Global trade dynamics, including escalating tariffs and geopolitical tensions such as the conflicts in Ukraine and the Middle East, have introduced significant uncertainty into cross-border commerce. These pressures have led companies to rethink their supply chains and explore ways to expand or relocate production facilities that are closer to U.S. headquarters and end markets. While the countries in which we operate might be positioned to benefit from strengthening nearshoring dynamics, resulting in greater supply chain security, reduced long shipping routes, and minimized sensitivity to global disruptions in trade linkages, there are broader implications. Rising tariffs and growing geopolitical tensions may still lead to increased input costs, supply chain complexity, and reduced access to international markets, potentially offsetting some of the benefits of nearshoring.
Development
Our business relies in part on the successful, on-time, and on-budget development of new properties in order to increase GLA. We have a proven track record of executing our development strategy, however, our operations could be impacted by construction work delays, increased supply chain costs, shortage of qualified labor in our geographies or changes or difficulties in the permitting and regulatory environment.
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Key Components of Operating Results
Revenue
We generate revenue through investment property rental income and development fees.
Investment property rental income primarily consists of rental payments from tenants through operating lease agreements. Our leases with tenants (customers) are classified as operating leases. We recognize the total minimum lease payments provided for under the leases on a straight-line basis over the lease term. Rental income is recognized under the requirements of International Financial Reporting Standard ("IFRS") 16 - Leases (“IFRS 16”) and revenue on the non-lease components is recognized under the requirements of IFRS 15 - Revenue from Contracts with Customers (“IFRS 15”). This is included as rental revenue in our condensed consolidated interim statements of profit or loss and comprehensive income (loss).
Development fees are determined in accordance with the terms specified on each arrangement with customers. The fees are recognized as revenue when they are earned under the agreements with customers. They are included in other revenue in our condensed consolidated interim statements of profit or loss and comprehensive income (loss).
Investment property operating expense
Investment property operating expense includes the direct operating expenses of the property including repairs and maintenance, property management, utilities, insurance, real estate taxes, expected credit loss adjustments, tenant-billable operating expenses, interest expenses on property-related land lease liabilities and other property related expenses. The majority of the property operating expenses can be recovered through the rental recoveries charged to tenants.
General and administrative expense
General and administrative expense includes personnel costs, including salaries, bonuses, employee benefits, director fees, and share-based payments expenses, operating costs of the business support functions, such as finance and accounting, legal, human resources, administrative, as well as service and professional fees, office expenses, and bank service charges.
Listing expense
Listing expense is recognized upon consummation of the Business Combination in accordance with IFRS 2 - Share-based Payment ("IFRS 2"), representing the difference in the fair value of the shares deemed to have been issued by the accounting acquirer and the fair value of the accounting acquiree’s identifiable net assets, which represents a service received by the accounting acquirer. See Note 3 of the Unaudited Condensed Consolidated Interim Financial Statements for more details.
Investment property valuation gain
Investment property valuation gain (loss) is the investment properties’ change in fair value. The valuation analysis is performed by an independent external firm, which determines the fair market value of the investment properties. The fair market value of an investment property depends on the type of property. We hold operating properties, properties under development, and land.
Interest income from affiliates
Interest income from affiliates mainly consists of interest generated by issuing notes to related parties and key personnel. No interest income from affiliates was recognized during the three and nine months ended September 30, 2025 as the only note to related parties and key personnel outstanding, was settled in March 2024.
Financing costs
Financing costs consists of interest expense, costs of raising debt, and amortization expense of deferred financing costs. These costs include various fees and charges associated with the process of issuing debt, refinancing the debt, and other fees and commissions paid to third parties involved in the financing process. Interest expense represents the interest costs incurred through mortgage loans and bridge loans.
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Net foreign currency gain (loss)
Net foreign currency gain (loss) consists of the net profit or loss generated through the settlement of monetary items or the translation of monetary items at rates different from those at which they were translated upon initial recognition.
Other income
Other income consists of interest income from certificates of deposit and bank accounts as well as installment payment receivables from the sale of investment properties, income in connection with certain lock-up release agreements that we entered into with certain non-affiliated shareholders in June 2024 (the “Lock-Up Release Agreements”, "Lock-Up Shares"), and other miscellaneous income.
Other expenses
Other expenses consists of transaction-related costs in connection with the Business Combination, fees in connection with the Lock-Up Release Agreements, other miscellaneous expenses including capital raising costs, dead deal pursuit costs, and gain/loss on disposition of properties.
Income tax expense
Income tax expense refers to the amount of tax owed to the relevant tax authority. Income tax expense comprises of current and deferred tax. Current tax is the expected tax payable on the taxable income for the period, using tax rates enacted or substantively enacted as of the reporting date, and any adjustments to tax payable in respect of previous periods. Deferred tax is recognized using the balance sheet liability method in accordance with IAS 12 - Income taxes ("IAS 12") on taxable temporary differences between the tax base and the accounting base of items included in our condensed consolidated interim statements of financial position.
Our Segments
Our four reportable segments are the geographic regions we operate in, Costa Rica, Colombia, Peru and Mexico. The four geographic segments primarily derive revenue from various operating leases with customers for the rental of warehouses. Our portfolio is strategically located within key trade and logistics corridors in the major cities of Costa Rica, Colombia, Peru and Mexico to conduct commercial operations.
Costa Rica: As of September 30, 2025, Costa Rica is our largest operating segment, with 19 buildings and an Operating GLA of 2.5 million square feet.
Colombia: As of September 30, 2025, Colombia had 5 buildings with an Operating GLA of 1.3 million square feet and a land reserve of 50.6 acres.
Peru: As of September 30, 2025, Peru had 7 buildings with an Operating GLA of 1.5 million square feet, 2 building under development with a GLA of 0.5 million, and a land reserve of 19.0 acres.
Mexico: As of September 30, 2025, Mexico had 2 buildings with an Operating GLA of 0.3 million square feet.
Revenue by segment
Management analyzes revenue by comparing actual monthly revenue to internal projections and prior periods across the operating segments in order to assess performance, identify potential areas for improvement, and determine whether the segments are meeting management’s expectations.
Segment Net Operating Income ("NOI")
Management defines NOI as revenue without other revenue (which primarily relates to development fee revenue) less investment property operating expense. Management uses NOI by segment to assess financial performance at the segment level.
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Results of operations for the three months ended September 30, 2025, compared to the three months ended September 30, 2024
The results of operations presented below should be reviewed in conjunction with the Unaudited Condensed Consolidated Interim Financial Statements. The following table presents information from our condensed consolidated interim statements of profit or loss and comprehensive income (loss) for the three months ended September 30, 2025 and 2024:
| For the Three Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||
| REVENUE | |||||||||||||||||||||||
| Costa Rica | $ | 6,029,041 | $ | 6,122,296 | $ | (93,255) | (1.5 | %) | |||||||||||||||
| Colombia | 2,432,983 | 2,068,024 | 364,959 | 17.6 | % | ||||||||||||||||||
| Peru | 3,487,338 | 2,983,454 | 503,884 | 16.9 | % | ||||||||||||||||||
| Mexico | 221,586 | — | 221,586 | 100.0 | % | ||||||||||||||||||
| Unallocated revenue | 713,568 | 98,856 | 614,712 | 621.8 | % | ||||||||||||||||||
| Total revenues | 12,884,516 | 11,272,630 | 1,611,886 | 14.3 | % | ||||||||||||||||||
| Investment property operating expense | |||||||||||||||||||||||
| Costa Rica | (829,735) | (741,086) | (88,649) | 12.0 | % | ||||||||||||||||||
| Colombia | (300,277) | (309,608) | 9,331 | (3.0) | % | ||||||||||||||||||
| Peru | (647,014) | (566,225) | (80,789) | 14.3 | % | ||||||||||||||||||
| Mexico | (10,383) | — | (10,383) | 100.0 | % | ||||||||||||||||||
| Total investment property operating expense | (1,787,409) | (1,616,919) | (170,490) | 10.5 | % | ||||||||||||||||||
| General and administrative | (4,498,830) | (4,750,884) | 252,054 | (5.3) | % | ||||||||||||||||||
| Investment property valuation gain | 7,149,954 | 8,175,196 | (1,025,242) | (12.5) | % | ||||||||||||||||||
| Financing costs | (4,929,139) | (5,796,879) | 867,740 | (15.0) | % | ||||||||||||||||||
| Net foreign currency gain | 21,052 | 49,158 | (28,106) | (57.2) | % | ||||||||||||||||||
| Other income | 209,619 | 1,104,810 | (895,191) | (81.0) | % | ||||||||||||||||||
| Other expenses | (557,635) | (1,238,072) | 680,437 | (55.0) | % | ||||||||||||||||||
| Profit (loss) before taxes | 8,492,128 | 7,199,040 | 1,293,088 | 18.0 | % | ||||||||||||||||||
| Income tax expense | (3,257,287) | (2,365,571) | (891,716) | 37.7 | % | ||||||||||||||||||
| PROFIT(LOSS) FOR THE PERIOD | $ | 5,234,841 | $ | 4,833,469 | $ | 401,372 | 8.3 | % | |||||||||||||||
Revenue: Revenue increased by $1.6 million, or 14.3%, to $12.9 million for the three months ended September 30, 2025 from $11.3 million for the three months ended September 30, 2024. The increase was attributable to the $0.7 million of revenue recognized upon the early termination of a property development contract in El Salvador in September 2025. Additional growth included $0.3 million associated with higher occupancy rates following the partial vacancies in Colombia during the prior-year period, $0.3 million associated with higher occupancy rates in Peru, $0.2 million from the Stabilization of one building in Peru in February 2025, $0.2 million from the acquisition of the investment properties in Puebla, Mexico in August 2025, and $0.1 million related to CPI-linked escalations in Colombia in 2025. These increases were partially offset by a $0.1 million decrease in other revenue.
Costa Rica – Revenue in Costa Rica decreased by $0.1 million, or 1.5%, to $6.0 million for the three months ended September 30, 2025 from $6.1 million for the three months ended September 30, 2024. The decrease was primarily attributable to a $0.1 million decrease in other revenue.
Colombia – Revenue in Colombia increased by $0.4 million, or 17.6% to $2.4 million for the three months ended September 30, 2025 from $2.1 million for the three months ended September 30, 2024. The increase was primarily attributable to additional rental revenue of $0.3 million associated with higher occupancy rates compared to the partial vacancies during the prior-year period, as well as a $0.1 million increase from CPI-linked escalations in 2025.
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Peru – Revenue in Peru increased by $0.5 million, or 16.9%, to $3.5 million for the three months ended September 30, 2025 from $3.0 million for the three months ended September 30, 2024. The increase was attributable to the additional rental revenue of $0.3 million associated with higher occupancy rates, as well as a $0.2 million increase resulting from the Stabilization of Building 100 (0.2 million sq ft) in Parque Logistico Callao in February 2025.
Mexico – Revenue in Mexico increased by $0.2 million, or 100.0%, to $0.2 million for the three months ended September 30, 2025 from $0.0 million for the three months ended September 30, 2024. The increase was attributable to the acquisition of the operating investment properties in Puebla, Mexico in August 2025.
Investment property operating expense: Investment property operating expense increased by $0.2 million, or 10.5%, to $1.8 million for the three months ended September 30, 2025 from $1.6 million for the three months ended September 30, 2024. The increase was primarily attributable to increased expected credit loss provisions, increased utilities, maintenance, and property management fees, and higher real estate taxes due to a greater number of Stabilized buildings during the three months ended September 30, 2025, compared to the prior-year period.
Costa Rica – Investment property operating expense in Costa Rica increased by $0.1 million, or 12.0%, to $0.8 million for the three months ended September 30, 2025, from $0.7 million for the three months ended three months ended September 30, 2024, which was primarily driven by additional operating costs associated with Stabilized properties.
Costa Rica's Segment NOI decreased by $0.2 million, to $5.2 million for the three months ended September 30, 2025 from $5.4 million for the three months ended September 30, 2024, which was primarily driven by an increase in investment property operating expenses and a decrease in other revenue.
Costa Rica's Segment NOI as a percentage of revenue decreased by 1.7%, to 86.2% for the three months ended September 30, 2025 from 87.9% for the three months ended September 30, 2024, which was primarily attributable to the increase in operating expenses and decrease in other revenue.
Colombia – Investment property operating expense in Colombia remained relatively consistent, at $0.3 million for the three months ended September 30, 2025, and $0.3 million for the three months ended September 30, 2024.
Colombia's Segment NOI increased by $0.3 million, to $2.1 million for the three months ended September 30, 2025 from $1.8 million for the three months ended September 30, 2024, which was primarily driven by positive rental rate growth upon lease rollover and the increased occupancy rates, partially offset by increased expected credit loss provisions on tenant receivables.
Colombia's Segment NOI as a percentage of revenue increased by 2.7%, to 87.7% for the three months ended September 30, 2025 from 85.0% for the three months ended September 30, 2024, which was primarily driven by the relatively larger increase in rental rates negotiated under the new lease agreement, as well as an increase in occupancy rates.
Peru – Investment property operating expense in Peru increased by $0.1 million, or 14.3%, to $0.6 million for the three months ended September 30, 2025, from $0.6 million for the three months ended September 30, 2024. The increase was primarily attributable to higher real estate taxes and increased operating expenses due to the Stabilization of Building 100 (0.2 million sq ft) in Parque Logistico Callao in Peru in 2025.
Peru's Segment NOI increased by $0.4 million, to $2.8 million for the three months ended September 30, 2025 from $2.4 million for the three months ended September 30, 2024, due to increased occupancy rates as well as more buildings that became operational in 2024 and are now Stabilized.
Peru's Segment NOI as a percentage of revenue increased by 0.4%, to 81.4% for the three months ended September 30, 2025 from 81.0% for the three months ended September 30, 2024, which was primarily driven by proportionally more revenue resulting from increased occupancy rates as well as building Stabilizations.
Mexico – Since the investment properties in Puebla, Mexico were acquired in August 2025, investment property operating expense in Mexico was less than $0.1 million for the three months ended September 30, 2025.
Mexico's Segment NOI increased by $0.2 million, to $0.2 million for the three months ended September 30, 2025, from $0.0 million for the three months ended September 30, 2024.
Mexico's Segment NOI as a percentage of revenue increased by 95.3% to 95.3% for the three months ended September 30, 2025 from 0.0% for the three months ended September 30, 2024. This percentage does not reflect a
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consistent pattern due to limited data since the asset acquisition in August 2025. It is anticipated that the metric will stabilize over subsequent periods.
General and administrative: General and administrative decreased by $0.3 million, or 5.3%, to $4.5 million for the three months ended September 30, 2025, from $4.8 million for the three months ended September 30, 2024. This decrease was attributable to the higher costs incurred in connection with the Business Combination during the prior-year period.
Investment property valuation gain: Investment property valuation gain decreased by $1.0 million, or 12.5%, to a gain of $7.1 million for the three months ended September 30, 2025, from a gain of $8.2 million for the three months ended September 30, 2024. The decrease was primarily attributed to:
•a $5.6 million reduction in valuation gain in Colombia, from $11.5 million for the three months ended September 30, 2024, to $5.9 million for the corresponding period in 2025. This reduction primarily reflects the significant rent-driven fair value appreciation recorded in the three months ended September 30, 2024, which was not observed to the same extent in the comparable period of 2025.
The decrease in investment property valuation gain was partially offset by:
•a $2.9 million increase in valuation gain in Costa Rica, from a loss of $0.2 million for the three months ended September 30, 2024, to a gain of $2.7 million for the three months ended September 30, 2025. This increase is primarily attributable to higher investment property values in Latam Logistic Park Coyol 1 and Latam Logistic Park San José – Verbena, driven by rising market rents and a 25-basis-point decrease in the discount rate.
•a $1.5 million reduction in valuation loss in Peru, from a loss of $3.1 million during the three months ended September 30, 2024 to a loss of $1.6 million during the three months ended September 30, 2025. The higher loss in 2024 was due to the fair value estimation adjustments made in the three months ended September 30, 2024 to increase the estimated remaining construction costs and projected operating expenses.
•a $0.1 million increase in valuation gain in Mexico, capturing the slight valuation gain since the acquisition of the operating investment properties in Puebla, Mexico in August 2025.
The change in investment property valuation gain is subject to various factors, including the rental rates achieved on new or renewed leases, market capitalization rates, and valuation assumptions. The fair value change of our investment properties is further discussed in Note 10 of the Unaudited Condensed Consolidated Interim Financial Statements.
Financing costs: Financing costs decreased by $0.9 million, or 15.0%, to $4.9 million for the three months ended September 30, 2025, from $5.8 million for the three months ended September 30, 2024. The decrease was primarily attributable to a $0.6 million reduction in interest expense, largely due to the lower interest rates in Colombia and Costa Rica in 2025 compared to 2024. The decrease was also attributable to $0.3 million reduction in interest expense due to loan repayments made in May 2025.
Net foreign currency gain (loss): Net foreign currency gain remained consistent at $0.0 million for both the three months ended September 30, 2025 and the three months ended September 30, 2024. The foreign currency gain is primarily related to the exchange rate fluctuations related to our Peruvian, Costa Rican and Mexican entities that hold monetary items denominated in their local currencies, which are impacted by the change in exchange rates. The majority of the impact was associated with our Value Added Tax ("VAT") receivables.
The following table summarizes the foreign currency exchange rates for the U.S. dollar as of September 30, 2025 and December 31, 2024:
| 2025 | 2024 | ||||||||||
| CRC | CRC 506 | CRC 513 | |||||||||
| PEN | PEN 3.495 | PEN 3.770 | |||||||||
| MXN | MXN 18.38 | N/A | |||||||||
Other income: Other income decreased by $0.9 million, or 81.0%, to $0.2 million for the three months ended September 30, 2025, from $1.1 million for the three months ended September 30, 2024. This decrease was mainly attributable to one-time income in connection with the Lock-Up Release Agreements incurred during the three months
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ended September 30, 2024. Refer to Note 6 of the Unaudited Condensed Consolidated Interim Financial Statements for details.
Other expense: Other expense decreased by $0.7 million, or 55.0%, to $0.6 million for the three months ended September 30, 2025, from $1.2 million for the three months ended September 30, 2024. This decrease was attributable to transaction costs related to the Business Combination incurred during the three months ended September 30, 2024, and there were no relevant transaction costs incurred during the current period.
Income tax expense: Income tax expense increased by $0.9 million, or 37.7%, to $3.3 million for the three months ended September 30, 2025 from $2.4 million for the three months ended September 30, 2024. The change in tax expense was primarily driven by an increase in tax expense attributable to currency fluctuations of $0.5 million. For example, as the Peruvian Sol strengthens against the U.S. dollar, the Company incurs taxable gain for U.S. dollar-denominated debt held by operating entities in Peru which report the local currency gain on the local country tax returns. The impact to income tax expense from U.S. dollar-denominated debt is offset by changes in the deferred tax liabilities for the Company’s investment properties, which, except for Colombia, are held in entities with U.S. dollar functional currency. As the historical currency exchange rates are used to calculate the tax basis of the investment properties, deferred taxes for these properties increase or decrease based on currency exchange fluctuations. The income tax expense was also increased by $0.3 million due to a change in profit (loss) before taxes (including the impact of alternative minimum tax in Colombia); and other tax expense increases of $0.1 million including changes in unrecognized deferred tax assets and other adjustments.
Results of operations for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024
The results of operations presented below should be reviewed in conjunction with our Unaudited Condensed Consolidated Interim Financial Statements. The following table presents information from our condensed consolidated interim statements of profit or loss and comprehensive income (loss) for the nine months ended September 30, 2025 and 2024:
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| For the nine months ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||
| REVENUE | |||||||||||||||||||||||
| Costa Rica | $ | 17,969,590 | $ | 17,771,033 | $ | 198,557 | 1.1 | % | |||||||||||||||
| Colombia | 7,235,530 | 6,426,573 | 808,957 | 12.6 | % | ||||||||||||||||||
| Peru | 10,099,002 | 8,349,511 | 1,749,491 | 21.0 | % | ||||||||||||||||||
| Mexico | 221,586 | — | 221,586 | 100.0 | % | ||||||||||||||||||
| Unallocated revenue | 891,291 | 195,911 | 695,380 | 354.9 | % | ||||||||||||||||||
| Total revenues | 36,416,999 | 32,743,028 | 3,673,971 | 11.2 | % | ||||||||||||||||||
| Investment property operating expense | |||||||||||||||||||||||
| Costa Rica | (2,637,748) | (2,449,445) | (188,303) | 7.7 | % | ||||||||||||||||||
| Colombia | (1,156,936) | (843,373) | (313,563) | 37.2 | % | ||||||||||||||||||
| Peru | (2,327,179) | (1,563,991) | (763,188) | 48.8 | % | ||||||||||||||||||
| Mexico | (10,383) | — | (10,383) | 100.0 | % | ||||||||||||||||||
| Total investment property operating expense | (6,132,246) | (4,856,809) | (1,275,437) | 26.3 | % | ||||||||||||||||||
| General and administrative | (12,671,001) | (11,001,664) | (1,669,337) | 15.2 | % | ||||||||||||||||||
| Listing expense | — | (44,469,613) | 44,469,613 | (100.0 | %) | ||||||||||||||||||
| Investment property valuation gain | 8,808,035 | 17,925,184 | (9,117,149) | (50.9) | % | ||||||||||||||||||
| Interest income from affiliates | — | 302,808 | (302,808) | (100.0) | % | ||||||||||||||||||
| Financing costs | (15,111,784) | (17,168,235) | 2,056,451 | (12.0) | % | ||||||||||||||||||
| Net foreign currency gain (loss) | 285,569 | (127,447) | 413,016 | (324.1) | % | ||||||||||||||||||
| Other income | 693,988 | 12,253,069 | (11,559,081) | (94.3) | % | ||||||||||||||||||
| Other expenses | (560,384) | (8,582,889) | 8,022,505 | (93.5) | % | ||||||||||||||||||
| Profit (loss) before taxes | 11,729,176 | (22,982,568) | 34,711,744 | (151.0) | % | ||||||||||||||||||
| Income tax expense | (6,548,602) | (6,212,089) | (336,513) | 5.4 | % | ||||||||||||||||||
| PROFIT (LOSS) FOR THE PERIOD | $ | 5,180,574 | $ | (29,194,657) | $ | 34,375,231 | (117.7) | % | |||||||||||||||
Revenue: Revenue increased by $3.7 million, or 11.2%, to $36.4 million for the nine months ended September 30, 2025 from $32.7 million for the nine months ended September 30, 2024. The increase was attributable to $1.8 million of additional rental revenue primarily from the Stabilization of two buildings in Peru (in April 2024 and February 2025) and one building in Costa Rica (in July 2024). Additionally, an incremental revenue of $1.3 million was generated from the higher occupancy rates compared to prior-year period, $0.7 million of revenue recognized upon the early termination of a property development contract in El Salvador in September 2025, $0.2 million related to the acquisition of operating investment properties in Puebla, Mexico in August 2025, and $0.1 million resulting from CPI-linked rental rate escalations. This was partially offset by a $0.3 million decrease in other revenue, as well as $0.1 million from partial vacancies in the current-year period.
Costa Rica – Revenue in Costa Rica increased by $0.2 million, or 1.1%, to $18.0 million for the nine months ended September 30, 2025 from $17.8 million for the nine months ended September 30, 2024. The increase was primarily attributable to $0.6 million of additional rental revenue from the Stabilization of Building 400 (0.2 million sq ft) within Latam Parque Logístico San José - Verbena in July 2024. The increase was partially offset by a $0.3 million decrease in other revenue, as well as a $0.1 million decrease due to partial vacancies during the current-year period.
Colombia – Revenue in Colombia increased by $0.8 million, or 12.6%, to $7.2 million for the nine months ended September 30, 2025 from $6.4 million for the nine months ended September 30, 2024. The increase was primarily attributable to a $0.7 million increase associated with higher occupancy rates compared to the partial vacancies during the prior-year period, as well as a $0.1 million increase from CPI-linked rental rate escalations in 2025.
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Peru – Revenue in Peru increased by $1.7 million, or 21.0%, to $10.1 million for the nine months ended September 30, 2025 from $8.3 million for the nine months ended September 30, 2024. The increase was attributable to additional rental revenue of $1.2 million from the Stabilization of Building 100 (0.2 million sq ft) in Parque Logistico Callao in February 2025, and the Building 500 (0.2 million sq ft) in Latam Logistic Park Lima Sur in April 2024. In addition, there was a $0.5 million increase resulting from higher occupancy rates.
Mexico – Revenue in Mexico increased by $0.2 million, or 100.0%, to $0.2 million for the nine months ended September 30, 2025 from $0.0 million for the nine months ended September 30, 2024. The increase was attributable to the acquisition of the operating investment properties in Puebla, Mexico in August 2025.
Investment property operating expense: Investment property operating expense increased by $1.3 million, or 26.3%, to $6.1 million for the nine months ended September 30, 2025, from $4.9 million for the nine months ended September 30, 2024. The increase was primarily attributable to costs incurred related to the Stabilization of buildings in Peru and Costa Rica, increased real estate taxes and operating expenses in Peru, and increased expected credit loss provisions on tenant receivables in Colombia.
Costa Rica – Investment property operating expense in Costa Rica increased by $0.2 million, or 7.7% to $2.6 million for the nine months ended September 30, 2025, from $2.4 million for the nine months ended September 30, 2024. This increase is primarily driven by increased operating expenses related to the Stabilization of a building in Parque Logístico San José - Verbena in July 2024.
Costa Rica's Segment NOI increased by less than $0.1 million, to $15.3 million for the nine months ended September 30, 2025 from $15.3 million for the nine months ended September 30, 2024, which was primarily attributable to the proportionate increase in rental revenue and operating and maintenance expenses related to the Stabilization of the building in Parque Logístico San José - Verbena.
Costa Rica's Segment NOI as a percentage of revenue decreased by 0.9% to 85.3% for the nine months ended September 30, 2025 from 86.2% for the nine months ended September 30, 2024, which is primarily attributable to the operating expenses arising from the Stabilization of the building in Parque Logístico San José - Verbena.
Colombia – Investment property operating expense in Colombia increased by $0.3 million, or 37.2%, to $1.2 million for the nine months ended September 30, 2025, from $0.8 million for the nine months ended September 30, 2024. The increase was primarily driven by increased expected credit loss provisions on outstanding tenants receivables.
Colombia's Segment NOI increased by $0.5 million, to $6.1 million for the nine months ended September 30, 2025 from $5.6 million for the nine months ended September 30, 2024, which was primarily driven by positive rental rate growth upon lease rollover and the increased occupancy rates, partially offset by increased expected credit loss provisions on tenant receivables.
Colombia's Segment NOI as a percentage of revenue decreased by 2.9%, to 84.0% for the nine months ended September 30, 2025 from 86.9% for the nine months ended September 30, 2024, which was primarily driven by the proportionally higher investment property operating expenses described above compared to the increased revenue driven by positive rental rate growth and increased occupancy rates.
Peru – Investment property operating expense in Peru increased by $0.8 million, or 48.8%, to $2.3 million for the nine months ended September 30, 2025, from $1.6 million for the nine months ended September 30, 2024. The increase was primarily attributable to the higher real estate taxes and increased operating expenses arising from the two new buildings that were Stabilized in April 2024 and February 2025.
Peru's Segment NOI increased by $1.0 million, to $7.8 million for the nine months ended September 30, 2025 from $6.8 million for the nine months ended September 30, 2024, due to the additional rental revenue related to the two Stabilized buildings, partially offset by higher real estate taxes and increased operating expenses related to the two Stabilized buildings.
Peru's Segment NOI as a percentage of revenue decreased by 4.3%, to 77.0% for the nine months ended September 30, 2025 from 81.3% for the nine months ended September 30, 2024, which was primarily driven by proportionally higher real estate taxes and increased operating expenses incurred for the two Stabilized buildings in Peru compared to the increased revenue from the two Stabilized buildings.
Mexico – Since the investment properties in Puebla, Mexico were acquired in August 2025, the investment property operating expense in Mexico was less than $0.1 million for the nine months ended September 30, 2025.
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Mexico's Segment NOI increased by $0.2 million, to $0.2 million for the nine months ended September 30, 2025, from $0.0 million for the nine months ended September 30, 2024.
Mexico's Segment NOI as a percentage of revenue increased by 95.3% to 95.3% for the nine months ended September 30, 2025 from 0.0% for the nine months ended September 30, 2024. This percentage does not reflect a consistent pattern due to limited data since the asset acquisition in August 2025. It is anticipated that the metric will stabilize over subsequent periods.
General and administrative: General and administrative increased by $1.7 million, or 15.2%, to $12.7 million for the nine months ended September 30, 2025 from $11.0 million for the nine months ended September 30, 2024. This was primarily attributable to a $1.4 million increase in professional services expenses, largely reflecting the ongoing costs to operate as a public company. Additional increases included $0.3 million in amortization expense related to Director and Officer ("D&O") liability insurance incurred after the consummation of the Business Combination, and a $0.5 million increase in withholding tax expense in Costa Rica and tax penalties in Colombia. This was partially offset by a $0.5 million decrease in professional services expenses, attributable to the higher costs incurred in connection with the Business Combination during the prior-year period.
Listing expense: Listing expense was $44.5 million for the nine months ended September 30, 2024, and there was no such listing expense during the nine months ended September 30, 2025. The one-time listing expense was recognized upon consummation of the Business Combination in accordance with IFRS 2, representing the difference in the fair value of the shares deemed to have been issued by the accounting acquirer and the fair value of the accounting acquiree’s identifiable net assets represents a service received by the accounting acquirer. See Note 3 of the Unaudited Condensed Consolidated Interim Financial Statements.
Investment property valuation gain: Investment property valuation gain decreased by $9.1 million, or 50.9%, to $8.8 million for the nine months ended September 30, 2025, from $17.9 million for the nine months ended September 30, 2024. The decrease was primarily attributed to:
•a $1.9 million reduction in the valuation gain in Peru, from a gain of $0.8 million during the nine months ended September 30, 2024 to a loss of $1.1 million during the nine months ended September 30, 2025, primarily driven by a one-time gain during the nine months ended September 30, 2024 for a building that was projected to have lower than expected construction costs and an earlier than expected Stabilization date, which positively impacted the valuation gain in the prior period. There were no similar adjustments during the nine months ended September 30, 2025.
•a $11.7 million reduction in the valuation gain in Colombia, primarily due to the increase in fair value from favorable rental rate negotiations in the nine months ended September 30, 2024.
The decrease in investment property valuation gain was partially offset by:
•a $4.4 million decrease in the valuation loss in Costa Rica, from a loss of $1.9 million during the nine months ended September 30, 2024 to a gain of $2.5 million during the nine months ended September 30, 2025. The decrease in the valuation loss was primarily driven by adjustments to the forecasted rental rates for certain properties in Costa Rica during the nine months ended September 30, 2024, which led to a loss in the fair market adjustment for those properties. There were no similar adjustment during the nine months ended September 30, 2025.
•a $0.1 million increase in valuation gain in Mexico, capturing the slight valuation gain since the acquisition of the operating investment properties in Puebla, Mexico in August 2025.
The change in investment property valuation gain is subject to various factors, including the rental rates achieved on new or renewed leases, market capitalization rates, and valuation assumptions. The fair value change of our investment properties is further discussed in Note 10 of the Unaudited Condensed Consolidated Interim Financial Statements.
Interest income from affiliates: Interest income from affiliates was $0.3 million for the nine months ended September 30, 2024, and there was no such income for the nine months ended September 30, 2025, as the Company had recognized interest income from the loan receivable with Latam Logistics Investments, LLC, which was settled upon the closing of the Business Combination in March 2024.
Financing costs: Financing costs decreased by $2.1 million, or 12.0%, to $15.1 million for the nine months ended September 30, 2025 from $17.2 million for the nine months ended September 30, 2024. The decrease was primarily
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attributable to a $1.5 million decrease due to lower interest rates in Colombia in 2025 compared to 2024. In addition, the Company incurred $0.6 million of debt modification losses in 2024 that were not incurred in 2025.
Net foreign currency gain (loss): The Company recorded a foreign currency gain of $0.3 million for the nine months ended September 30, 2025 from a loss of $0.1 million for the nine months ended September 30, 2024. The change was primarily related to the exchange rate fluctuations related to our Peruvian, Costa Rican and Mexican entities that hold monetary items denominated in their local currencies, which are impacted by the change in exchange rates. The majority of the impact was associated with our Value Added Tax ("VAT") receivables. Both Costa Rican Colones ("CRC") and Peruvian Soles ("PEN") strengthened against the U.S. dollar during the period, which contributed to the overall gain for the nine months ended September 30, 2025.
The following table summarizes the foreign currency exchange rates for the U.S. dollar as of September 30, 2025 and December 31, 2024:
| 2025 | 2024 | ||||||||||
| CRC | CRC 506 | CRC 513 | |||||||||
| PEN | PEN 3.495 | PEN 3.770 | |||||||||
| MXN | MXN 18.38 | N/A | |||||||||
Other income: Other income decreased by $11.6 million or 94.3%, to $0.7 million for the nine months ended September 30, 2025 from $12.3 million for the nine months ended September 30, 2024. This decrease was primarily driven by $11.6 million in one-time income in connection with the Lock-Up Release Agreement incurred during the nine months ended September 30, 2024, and there were no relevant transaction costs incurred during the current period. See Note 6 of the Unaudited Condensed Consolidated Interim Financial Statements for details.
Other expense: Other expense decreased by $8.0 million, or (93.5)%, to $0.6 million for the nine months ended September 30, 2025, from $8.6 million for the nine months ended September 30, 2024. This decrease was due to $8.0 million of one-time transaction costs related to the Business Combination incurred in 2024 that were not incurred in 2025.
Income tax expense: Income tax expense increased by $0.3 million, or 5.4%, to $6.5 million for the nine months ended September 30, 2025 from $6.2 million for the nine months ended September 30, 2024. The change in tax expense was primarily driven by an increase in tax expense attributable to foreign exchange of $2.3 million. For example, as the Peruvian Sol strengthens against the U.S. dollar, the Company incurs taxable gain for U.S. dollar-denominated debt held by operating entities in Peru which report the local currency gain on the local country tax returns. The impact to income tax expense from U.S. dollar-denominated debt is offset by changes in the deferred tax liabilities for the Company’s investment properties, which, except for Colombia, are held in entities with U.S. dollar functional currency. As the historical currency exchange rates are used to calculate the tax basis of the investment properties, deferred taxes for these properties increase or decrease based on currency exchange fluctuations. Other tax expense increases totaled $0.3 million, including capital gain on investments, changes in unrecognized deferred tax assets and other adjustments. These increases were offset by a change in profit (loss) before taxes, resulting in a $1.3 million decrease to tax expense (including the impact of alternative minimum tax in Colombia); and the lack of intercompany dividends or building sales during the nine months ended September 30, 2025, compared with $1.0 million of intercompany dividend tax expense during the nine months ended September 30, 2024.
Non-IFRS Financial Measures and Other Measures and Reconciliations
In addition to our financial results reported in accordance with IFRS, we also report adjusted earnings before interest, taxes, depreciation, and amortization ("Adjusted EBITDA"), NOI, Same-Property NOI, Cash NOI, Same-Property Cash NOI, funds from operation ("FFO"), FFO (as defined by LPA), Adjusted FFO, Net debt, Net debt to NOI, Net Debt to Adjusted EBITDA, and Net Debt to Investment Properties, all of which are non-IFRS measures. We believe these measures are useful to investors as they provide additional insight into how we assess our performance and financial position. These non-IFRS financial measures should not be considered as a substitute for, or superior to, similar financial measures calculated in accordance with IFRS. These non-IFRS financial measures may differ from the calculations of other companies and, as a result, may not be comparable to similarly titled measures presented by other companies.
For the 28 properties within the same-property population as of September 30, 2025, Same-Property NOI increased by 4.8% and Same-Property Cash NOI increased by 3.2%, respectively, during the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. Same-Property NOI increased by 1.2%, while Same-Property
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Cash NOI decreased by 0.8% during the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024.
The following table presents a summary of our non-IFRS measures for the periods presented:
| For the three months ended September 30, | For the nine months ended September 30, | ||||||||||||||||||||||
| (USD in thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Adjusted EBITDA | $ | 7,306 | $ | 5,814 | $ | 20,274 | $ | 19,625 | |||||||||||||||
| NOI | $ | 10,386 | $ | 9,555 | $ | 29,394 | $ | 27,690 | |||||||||||||||
| Same-Property NOI | $ | 9,066 | $ | 8,653 | $ | 26,145 | $ | 25,843 | |||||||||||||||
| Cash NOI | $ | 10,464 | $ | 9,215 | $ | 29,301 | $ | 26,887 | |||||||||||||||
| Same-Property Cash NOI | $ | 9,157 | $ | 8,876 | $ | 26,460 | $ | 26,678 | |||||||||||||||
| FFO | $ | (1,915) | $ | (3,342) | $ | (3,627) | $ | (47,120) | |||||||||||||||
| FFO (as defined by LPA) | $ | (1,024) | $ | (2,240) | $ | (1,681) | $ | (3,670) | |||||||||||||||
| Adjusted FFO | $ | (559) | $ | (2,206) | $ | (595) | $ | (4,035) | |||||||||||||||
The following table presents a summary of LPA’s non-IFRS multiples for the periods presented:
| As of and for the nine months ended September 30, | As of and for the year ended December 31, | ||||||||||
| 2025 | 2024 | ||||||||||
Net Debt to NOI (1) | 6.5x | 6.3x | |||||||||
Net Debt to Adjusted EBITDA (1) | 9.5x | 9.0x | |||||||||
| Net Debt to Investment Properties | 41.0 | % | 41.7 | % | |||||||
(1)Net Debt related multiples were calculated using the annualized year-to-date NOI and Adjusted EBITDA in their respective calculations.
| (USD in thousands except for percentage and ratio data) | As of and for the twelve months ended September 30, 2025 (4) | As of and for the year ended December 31, 2024 | |||||||||
| Adjusted EBITDA | $ | 26,253 | $ | 25,604 | |||||||
Adjusted EBITDA Margin (1) | 56.4 | % | 58.7 | % | |||||||
| NOI | $ | 38,311 | $ | 36,607 | |||||||
Costa Rica (2) | $ | 20,767 | $ | 20,756 | |||||||
Colombia (2) | $ | 8,084 | $ | 7,588 | |||||||
Peru (2) | $ | 9,249 | $ | 8,263 | |||||||
Mexico (2) | $ | 211 | — | ||||||||
Net Debt to NOI (3) | 6.7x | 6.3x | |||||||||
Net Debt to Adjusted EBITDA (3) | 9.8x | 9.0x | |||||||||
| Net Debt to Investment Properties | 41.0 | % | 41.7 | % | |||||||
(1)Adjusted EBITDA Margin is calculated as Adjusted EBITDA for the relevant period over Rental Revenue for such period.
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(2)For the twelve month period ended September 30, 2025 and the year ended December 31, 2024, the NOI of Costa Rica represented 54.2% and 56.7% of the total NOI, respectively, the NOI of Colombia represented 21.1% and 20.7% of the total NOI, respectively, the NOI of Peru represented 24.1% and 22.6% of the total NOI, respectively, and NOI of Mexico represented 0.6% and —% of the total NOI, respectively.
(3)Net Debt related multiples were calculated using the annualized year-to-date NOI and Adjusted EBITDA in their respective calculations.
(4)Includes the Company's results for the four-quarter period ended September 30, 2025.
Use of Constant Currency
As exchange rates are an important factor in understanding period-to-period comparisons, we believe the presentation of certain financial metrics and results on a constant currency basis in addition to the IFRS reported results helps improve investors’ ability to understand our operating results and evaluate our performance in comparison to prior periods. Constant currency information is non-IFRS financial information that compares results between periods as if exchange rates had remained constant period-over-period. We use results on a constant currency basis as a measure to evaluate our performance. We currently present Same Property NOI and Same Property Cash NOI on a constant currency basis. We calculate constant currency by calculating prior-period results using current-period average foreign currency exchange rates. We generally refer to such amounts calculated on a constant currency basis as excluding the impact of foreign exchange. These results should be considered in addition to, not as a substitute for, results reported in accordance with IFRS. Results on a constant currency basis, as we present them, may not be comparable to similarly titled measures used by other companies and are not measures of performance presented in accordance with IFRS.
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Reconciliations of non-IFRS Measures
Adjusted EBITDA – We define Adjusted EBITDA as profit (loss) for the period adjusted by (a) interest income from affiliates,(b) financing costs, (c) income tax expense, (d) depreciation and amortization, (e) investment property valuation gain or loss, (f) share-based payments, (g) one-time cash bonus related to the Business Combination, (h) listing expense, (i) other income, (j) other expenses and (k) net foreign currency gain or loss. Management uses Adjusted EBITDA to measure and evaluate the operating performance of our business. Adjusted EBITDA is a measure commonly used in our industry, and we present Adjusted EBITDA to supplement investor understanding of our operating performance. We believe that Adjusted EBITDA provides investors and analysts with a measure of operating results unaffected by differences in capital structures, capital investment cycles and fair value adjustments of our assets.
The table below includes reconciliations of Adjusted EBITDA to the most directly comparable IFRS measure, profit (loss) for the respective period:
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (USD in thousands) | |||||||||||||||||||||||
| PROFIT (LOSS) FOR THE PERIOD | $ | 5,235 | $ | 4,833 | $ | 5,181 | $ | (29,195) | |||||||||||||||
| Interest income from affiliates | — | — | — | (303) | |||||||||||||||||||
Financing costs (1) | 4,995 | 5,797 | 15,324 | 17,168 | |||||||||||||||||||
| Income tax expense | 3,258 | 2,365 | 6,549 | 6,212 | |||||||||||||||||||
Depreciation and amortization (2) | 221 | 355 | 793 | 760 | |||||||||||||||||||
| Investment property valuation gain | (7,150) | (8,175) | (8,808) | (17,925) | |||||||||||||||||||
Share-based payments (3) | 419 | 556 | 1,655 | 1,696 | |||||||||||||||||||
One-time cash bonus related to the Business Combination (4) | — | — | — | 285 | |||||||||||||||||||
Listing expense (5) | — | — | — | 44,470 | |||||||||||||||||||
Other income (6) | (209) | (1,105) | (694) | (12,253) | |||||||||||||||||||
Other expenses (7) | 557 | 1,238 | 560 | 8,583 | |||||||||||||||||||
| Net foreign currency loss (gain) | (21) | (50) | (286) | 127 | |||||||||||||||||||
| Adjusted EBITDA | $ | 7,306 | $ | 5,814 | $ | 20,274 | $ | 19,625 | |||||||||||||||
(1)Financing costs primarily included interest expense of $4.9 million and $15.1 million for the three and nine months ended September 30, 2025, respectively, and $5.8 million and $17.2 million for the three and nine months ended September 30, 2024, respectively, in connection with our long-term debt. Financing costs also include interest expense on lease liabilities. See Note 12 of the Unaudited Condensed Consolidated Interim Financial Statements for details.
(2)Depreciation and amortization included amortization of prepaid D&O liability insurance, depreciation of non-real estate property and equipment, and amortization of right-of-use assets. The amounts were included within general and administrative expense within the condensed consolidated interim statements of profit or loss and other comprehensive income (loss) included in the Unaudited Condensed Consolidated Interim Financial Statements.
(3)Certain executives and directors were granted various Restricted Stock Units ("RSUs") and the associated share-based payment expenses were included within general and administrative expense in the condensed consolidated interim statements of profit or loss and other comprehensive income (loss) included in the Unaudited Condensed Consolidated Interim Financial Statements.
(4)In connection with the Business Combination, certain employees were granted a one-time cash bonus. The associated expenses were included within general and administrative expense in the condensed consolidated interim statements of profit or loss and other comprehensive income (loss) included in the Unaudited Condensed Consolidated Interim Financial Statements.
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(5)In connection with the Business Combination, a listing expense of $44.5 million was recognized under IFRS 2 as the difference between the fair value of the shares deemed to have been issued by the Company and the fair value of TWOA’s identifiable net assets. See Note 3 of the Unaudited Condensed Consolidated Interim Financial Statements.
(6)Other income primarily included interest income earned on certificates of deposit and bank accounts of $0.1 million and $0.5 million for the three and nine months ended September 30, 2025, respectively, and $0.6 million and $1.3 million for the three and nine months ended September 30, 2024, respectively. Other income also included certain miscellaneous income of $0.1 million and $0.2 million for the three and nine months ended September 30, 2025, respectively and $0.6 million for the nine months ended September 30, 2024. Additionally, Other income included income related to the Lock-Up Release Agreements of $0.5 million and $10.4 million for the three and nine months ended September 30, 2024, respectively.
(7)Other expenses primarily included other miscellaneous capital raising costs, dead deal pursuit costs, and loss/gain on disposition of properties of $0.6 million for three and nine months ended September 30, 2025 and $0.3 million for three and nine months ended September 30, 2024. Additionally, other expenses included transaction-related costs in connection with the Business Combination of $0.9 million and $7.1 million for the three and nine months ended September 30, 2024, respectively. Other expenses also included fees in connection with the Lock-Up Release Agreements of less than $0.1 million and $1.2 million for the three and nine months ended September 30, 2024, respectively.
Net Operating Income, or NOI – We define NOI as profit (loss) for the period adjusted by (a) other revenue (which primarily relates to development fee revenue), (b) general and administrative expenses, (c) listing expense (d) investment property valuation gain or loss, (e) interest income from affiliates, (f) financing costs, (g) net foreign currency gain or loss, (h) other income, (i) other expenses, and (j) income tax expense. NOI, Same-Property NOI, Cash NOI, and Same-Property Cash NOI are supplemental industry reporting measures used to evaluate the performance of our investments in real estate assets and our operating results. Same properties refer to properties that we have owned and that have been operating for the entirety of the applicable period and the comparable period. We believe that these metrics are useful for investors as performance measures and that they provide useful information regarding our results of operations because, when compared across periods, they reflect the impact on operations from trends in occupancy rates, rental rates, operating costs and acquisition and development activity on an unlevered basis, providing perspectives that may not be immediately apparent from a review of our Unaudited Condensed Consolidated Interim Financial Statements.
We define Same-Property NOI as NOI less non same-property NOI, adjusted for constant currency. We evaluate the performance of the properties we own using a Same-Property NOI, and we believe that Same-Property NOI is helpful to investors and management as a supplemental performance measure because it includes the operating performance from the population of properties that is consistent from period-to-period, thereby eliminating the effects of changes in the composition of our portfolio on performance. When used in conjunction with IFRS financial measures, Same-Property NOI is a supplemental measure of operating performance that we believe is a useful measure to evaluate the performance and profitability of our investment properties. Additionally, Same-Property NOI is a key metric used internally by us to develop internal budgets and forecasts, as well as to assess the performance of our investment properties relative to budget and against prior periods. We believe presentation of Same-Property NOI provides investors with a supplemental view of our operating performance that can provide meaningful insights to the underlying operating performance of our investment properties, as these measures depict the operating results that directly result from our investment properties, is consistent period-over-period, and excludes items that may not be indicative of, or are unrelated to, the ongoing operations of the properties.
We define Cash NOI as NOI adjusted for straight-line rental revenue during the relevant period. We define Same-Property Cash NOI as Cash NOI less non same-property Cash NOI, adjusted for constant currency. The same-property population for a given period includes the operating properties that were owned during the entirety of that period and the corresponding prior year period. Properties developed or acquired are excluded from the same-property population until they are held in the operating portfolio for the entirety of both such periods, and properties that sold during such periods are also excluded from the same-property population. As of September 30, 2025 and December 31, 2024, the same property population consisted of 28 buildings, aggregating approximately 63% of our total Net Rentable Area ("NRA").
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The tables below reconcile these measures to the most directly comparable IFRS financial measure, profit (loss) for the respective periods:
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (USD in thousands) | |||||||||||||||||||||||
| PROFIT (LOSS) FOR THE PERIOD | $ | 5,235 | $ | 4,833 | $ | 5,181 | $ | (29,195) | |||||||||||||||
| Other revenue | (713) | (99) | (891) | (196) | |||||||||||||||||||
| General and administrative expense | 4,499 | 4,751 | 12,671 | 11,002 | |||||||||||||||||||
Listing expense (1) | — | — | — | 44,470 | |||||||||||||||||||
| Investment property valuation gain | (7,150) | (8,175) | (8,808) | (17,925) | |||||||||||||||||||
| Interest income from affiliates | — | — | — | (303) | |||||||||||||||||||
| Financing costs | 4,929 | 5,797 | 15,112 | 17,168 | |||||||||||||||||||
| Net foreign currency loss (gain) | (21) | (50) | (286) | 127 | |||||||||||||||||||
Other income (2) | (209) | (1,105) | (694) | (12,253) | |||||||||||||||||||
Other expenses (3) | 557 | 1,238 | 560 | 8,583 | |||||||||||||||||||
| Income tax expense | 3,258 | 2,365 | 6,549 | 6,212 | |||||||||||||||||||
| NOI | $ | 10,386 | $ | 9,555 | $ | 29,394 | $ | 27,690 | |||||||||||||||
Constant currency impact (4) | — | (1) | — | (231) | |||||||||||||||||||
Less: non same-property NOI (5) | 1,319 | 901 | 3,249 | 1,616 | |||||||||||||||||||
Same-Property NOI (5) | $ | 9,066 | $ | 8,653 | $ | 26,145 | $ | 25,843 | |||||||||||||||
| NOI | $ | 10,386 | $ | 9,555 | $ | 29,394 | $ | 27,690 | |||||||||||||||
| Straight-line rental revenue | 78 | (340) | (93) | (803) | |||||||||||||||||||
| CASH NOI | $ | 10,464 | $ | 9,215 | $ | 29,301 | $ | 26,887 | |||||||||||||||
Constant currency impact (4) | — | 59 | — | (61) | |||||||||||||||||||
Less: non same-property cash NOI (5) | 1,307 | 398 | 2,841 | 148 | |||||||||||||||||||
Same-Property Cash NOI (5) | $ | 9,157 | $ | 8,876 | $ | 26,460 | $ | 26,678 | |||||||||||||||
(1)In connection with the Business Combination, a listing expense of $44.5 million was recognized under IFRS 2 as the difference between the fair value of the shares deemed to have been issued by the Company and the fair value of TWOA’s identifiable net assets. See Note 3 of the Unaudited Condensed Consolidated Interim Financial Statements.
(2)Other income primarily included interest income of $0.1 million and $0.5 million for the three and nine months ended September 30, 2025, respectively, and $0.6 million and $1.3 million for the three and nine months ended September 30, 2024, respectively, from the installment payment receivables from sale of investment properties and certificates of deposits accounts. Additionally, Other income included certain miscellaneous income of $0.1 million and $0.2 million for the three and nine months ended September 30, 2025, respectively and $0.6 million for nine months ended September 30, 2024. Other income also included income related to Lock-Up Release Agreements of $0.5 million and $10.4 million for the three and nine months ended September 30, 2024, respectively.
(3)Other expenses primarily included other miscellaneous capital raising costs, dead deal pursuit costs, and loss/gain on disposition of properties of $0.6 million for three and nine months ended September 30, 2025 and $0.3 million for three and nine months ended September 30, 2024. Additionally, other expenses included transaction-related costs in connection with the Business Combination of $0.9 million and $7.1 million for the three and nine months ended September 30, 2024, respectively. Other expenses also included fees in connection with the Lock-Up Release Agreements of less than $0.1 million and $1.2 million for the three and nine months ended September 30, 2024, respectively.
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(4)Constant currency information is non-IFRS financial information that compares results between periods as if exchange rates had remained constant period-over-period. We use results on a constant currency basis as a measure to evaluate our performance. We calculate constant currency by calculating prior period results using the average foreign currency exchange rate for the three and nine months ended September 30, 2025.
(5)The same-property pool includes all properties that were classified as operating properties as of September 30, 2025 and since January 1, 2024, and excludes properties that were either disposed of prior to September 30, 2025, or held for sale to a third party as of September 30, 2025. As of September 30, 2025, the same-property pool consisted of 28 buildings aggregating approximately 4.7 million square feet. Non same-property NOI and Cash NOI amounts exclude the NOI attributable to the same-property pool, while Same-Property NOI and Cash NOI amounts include the NOI attributable to the same-property pool.
Funds From Operations, or FFO – LPA defines FFO as profit (loss) for the period, excluding (a) investment property valuation gain or loss. LPA calculates FFO (as defined by LPA) as FFO, excluding (a) share-based payments, (b) one-time cash bonus related to the Business Combination, (c) listing expense, (d) other income and (e) other expenses. LPA defines Adjusted FFO as FFO (as defined by LPA), excluding (a) depreciation and amortization, (b) non-cash financing costs, (c) interest income from affiliates, (d) unrealized foreign currency gain or loss and (e) straight-line rental revenue.
LPA uses FFO, FFO (as defined by LPA) and Adjusted FFO (collectively, “FFO Measures”) to help analyze the operating results of LPA’s assets and operations. LPA’s management believes that FFO Measures are useful to investors as supplemental performance measures because they exclude the effects of certain items which can create significant earnings volatility, as well as certain non-cash items, but which do not directly relate to LPA’s ongoing business operations or cash flow generation. LPA’s management believes FFO Measures can facilitate comparisons of operating performance between periods, while also providing an indication of future earnings potential. FFO Measures do not capture the level of capital expenditures or maintenance and improvements required to sustain the operating performance of properties, which has a material economic impact on operating results. Therefore, LPA’s management believes the usefulness of FFO Measures as measures of performance may be limited. LPA’s computation of FFO Measures may not be comparable to FFO measures reported by other real estate companies that define or interpret the FFO definition differently.
Update to Non-IFRS Financial Measures
Beginning in the second quarter of 2024, we changed how we define and calculate FFO. Previously we defined FFO as profit for the period, excluding (a) investment property valuation gain, (b) depreciation and amortization, (c) non-cash financing costs, (d) interest income from affiliates and (e) unrealized foreign currency gain or loss. We defined Adjusted FFO as FFO less (a) realized foreign currency gain or loss and (b) straight-line rental revenue.
We changed to the new FFO Measures as defined above beginning in the second quarter of 2024 to be consistent with the National Association of Real Estate Investment Trusts (“NAREIT”) definition of FFO as we believe most guideline companies in our industry use the NAREIT definition of FFO, thus facilitating comparability between LPA’s operating performance with guideline companies. From FFO, we adjusted for one-time or non-recurring items to get to FFO (as defined by LPA) and FFO (as defined by LPA) was further adjusted for non-cash items to get to Adjusted FFO to better align with how management measures the operating performance of LPA between comparative periods. For comparative purposes, we have retrospectively calculated the FFO for the first quarter of 2024 using the revised methodology, ensuring consistency in our analysis across all periods.
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The table below includes reconciliations of FFO, FFO (as defined by LPA) and Adjusted FFO to the most directly comparable IFRS financial measure, profit (loss) for the respective periods:
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (USD in thousands) | |||||||||||||||||||||||
| PROFIT (LOSS) FOR THE PERIOD | $ | 5,235 | $ | 4,833 | $ | 5,181 | $ | (29,195) | |||||||||||||||
| Investment property valuation gain | (7,150) | (8,175) | (8,808) | (17,925) | |||||||||||||||||||
| FFO | $ | (1,915) | $ | (3,342) | $ | (3,627) | $ | (47,120) | |||||||||||||||
Share-based payments (1) | 419 | 556 | 1,655 | 1,696 | |||||||||||||||||||
One-time cash bonus related to the Business Combination (2) | — | — | — | 285 | |||||||||||||||||||
Listing expense (3) | — | — | — | 44,470 | |||||||||||||||||||
Other income (4) | (85) | (692) | (269) | (11,584) | |||||||||||||||||||
Other expenses (5) | 557 | 1,238 | 560 | 8,583 | |||||||||||||||||||
| FFO (as defined by LPA) | $ | (1,024) | $ | (2,240) | $ | (1,681) | $ | (3,670) | |||||||||||||||
Depreciation and amortization (6) | 221 | 355 | 793 | 760 | |||||||||||||||||||
Financing costs (7) | 102 | 73 | 427 | (14) | |||||||||||||||||||
| Interest income from affiliates | — | — | — | (303) | |||||||||||||||||||
Unrealized foreign currency loss (gain) (8) | 64 | (54) | (41) | (5) | |||||||||||||||||||
| Straight-line rental revenue | 78 | (340) | (93) | (803) | |||||||||||||||||||
| Adjusted FFO | $ | (559) | $ | (2,206) | $ | (595) | $ | (4,035) | |||||||||||||||
(1)Certain executives and directors were granted various RSUs and the associated share-based payment expenses were included within general and administrative expense in the condensed consolidated interim statements of profit or loss and other comprehensive income (loss) included in the Unaudited Condensed Consolidated Interim Financial Statements.
(2)In connection with the Business Combination, certain employees were granted a one-time cash bonus. The associated expenses were included within general and administrative expense in the condensed consolidated interim statements of profit or loss and other comprehensive income (loss) included in the Unaudited Condensed Consolidated Interim Financial Statements.
(3)In connection with the Business Combination, a listing expense of $44.5 million was recognized under IFRS 2 as the difference between the fair value of the shares deemed to have been issued by the Company and the fair value of TWOA’s identifiable net assets. See Note 3 of the Unaudited Condensed Consolidated Interim Financial.
(4)Other income includes all items included in the amount stated in the financial statements except for interest income received in the ordinary course of business of $0.0 million for the three months ended September 30, 2025, $0.7 million for the three months ended September 30, 2024, $0.1 million for the nine months ended September 30, 2025, and $11.0 million for the nine months ended September 30, 2024.
(5)Other expenses primarily included other miscellaneous capital raising costs, dead deal pursuit costs, and loss/gain on disposition of properties of $0.6 million for three and nine months ended September 30, 2025 and $0.3 million for three and nine months ended September 30, 2024. Additionally, other expenses included transaction-related costs in connection with the Business Combination of $0.9 million and $7.1 million for the three and nine months ended September 30, 2024, respectively. Other expenses also included fees in connection with the Lock-Up Release Agreements of less than $0.1 million and $1.2 million for the three and nine months ended September 30, 2024, respectively.
(6)Depreciation and amortization included amortization of prepaid D&O liability insurance, depreciation of non-real estate property and equipment and amortization of right-of-use assets. The amounts were included within general and administrative expense in the condensed consolidated interim statements of profit or loss and other comprehensive income (loss) included in the Unaudited Condensed Consolidated Interim Financial Statements.
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(7)The adjustment related to financing costs included the non-cash interest expenses of less than $0.1 million and $0.2 million related to our lease liabilities for the three and nine months ended September 30, 2025 which are included within investment property expense and general and administrative expenses. The adjustment also included $0.1 million and $0.2 million, for the three and nine months ended September 30, 2025, respectively of amortization of debt issuance cost, debt modification gain and debt extinguishment loss, included in financing costs in the condensed consolidated interim statements of profit or loss and other comprehensive income (loss) included in the Unaudited Condensed Consolidated Interim Financial Statements. The interest expenses paid in cash are not included in the calculation.
(8)Unrealized foreign currency loss (gain) was included within net foreign currency gain (loss) in the condensed consolidated interim statements of profit or loss and other comprehensive income (loss) included in the Unaudited Condensed Consolidated Interim Financial Statements.
Net Debt — Net Debt is defined as our total debt (defined as long term debt plus long-term debt—current portion) less cash and cash equivalents. Net Debt to NOI represents Net Debt divided by NOI. Net Debt to Adjusted EBITDA represents Net Debt divided by Adjusted EBITDA. We believe that these two ratios are useful because they provide investors with information on our ability to repay debt, compared to our performance as measured using NOI and Adjusted EBITDA. Net Debt to Investment Properties represents Net Debt divided by Investment Properties (end of period value). We believe that this ratio is useful because it shows the degree in which Net Debt has been used to finance our assets. The table below includes reconciliations of Net Debt to the most directly comparable IFRS financial measures:
| As of and for the nine months ended September 30, | As of and for the year ended December 31, | ||||||||||
| (USD in thousands except for ratio and percentage data) | 2025 | 2024 | |||||||||
| Long term debt | $ | 270,584 | $ | 253,249 | |||||||
| Long term debt – current portion | 10,038 | 12,637 | |||||||||
Cash and cash equivalents (1) | (24,590) | (34,662) | |||||||||
| Net Debt | $ | 256,032 | $ | 231,224 | |||||||
Net Debt to Profit (Loss) (2) | 37.1x | (11.9)x | |||||||||
Net Debt to NOI (2) | 6.5x | 6.3x | |||||||||
Net Debt to Adjusted EBITDA (2) | 9.5x | 9.0x | |||||||||
| Net Debt to Investment Properties | 41.0 | % | 41.7 | % | |||||||
(1)Cash and cash equivalents included $6.6 million and $5.8 million of restricted cash and cash equivalents associated with the total debt as of September 30, 2025 and December 31, 2024, respectively.
(2)Net Debt related multiples were calculated using the annualized year-to-date Profit (Loss), NOI and Adjusted EBITDA in their respective calculations.
Liquidity and Capital Resources
For the three months ended September 30, 2025 and 2024, we had a profit (loss) of $5.2 million and $4.8 million, respectively, and for the nine months ended September 30, 2025 and 2024, we had a profit (loss) of $5.2 million and $(29.2) million, respectively. As of September 30, 2025, we had cash and cash equivalents, restricted cash equivalent - short term, and restricted cash equivalents - long term of $18.0 million, $0 and $6.6 million, respectively. We require significant cash resources to, among other things, fund our working capital requirements, increase our headcount, make capital expenditures, and expand our business through acquisitions. Our future capital requirements will depend on many factors, including the cost of future acquisitions, the scale of increases in headcount, our revenue mix, incremental costs relating to the implementation of new contracts, and the timing and extent of spending to support warehouse development efforts.
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We believe our existing cash and cash equivalents and the cash flow we generate from our operations will be sufficient to meet our working capital and capital expenditure needs and other liquidity requirements for at least the next 12 months. Furthermore, we have binding lease agreements for several properties under development, which are anticipated to produce additional cash flows upon completion. These future binding agreements, combined with our existing leases, will sufficiently address our working capital and capital expenditure needs. However, our future capital requirements may be materially different than those currently planned in our budgeting and forecasting activities and depend on many factors, including our financial performance and that of our tenants, the timing and scope of our projects, acquisition activities, competitive factors, and global economic conditions.
If we were to require additional funding, seek additional sources of financing or desire to refinance our debt, we believe that our historical ability to raise and deploy capital to fund the development of our logistic warehouse facilities and expansion of our operations would enable us to access financing on reasonable terms.
However, we believe that there can be no assurance that such financing would be available to us on favorable terms or at all. If financing is not available, or if the terms of such financing are not acceptable to us, we may be forced to decrease the level of investment in our logistic warehouse facilities, scale back our operations, defer investments to execute on our growth strategy or execute a combination of these cost management strategies, which could have an adverse impact on our business and financial prospects. We expect to continue to recognize profits as we execute on our operating plan and expand our warehouse offerings in the near term.
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Debt
As of September 30, 2025, Company’s total outstanding debt was $280.6 million, of which $270.6 million, or 96.4%, consisted of long-term debt. As of December 31, 2024, Company’s total outstanding debt was $265.9 million, of which $253.2 million, or 95.2%, consisted of long-term debt.
As of September 30, 2025 and December 31, 2024, all of our outstanding debt was secured by its corresponding investment properties, interests in lease contracts related to the investment properties, and equity interests in our subsidiaries, and we are in compliance with all the debt covenants with our lenders. Refer to Note 12 of the Unaudited Condensed Consolidated Interim Financial Statements and Note 16 of the Audited Consolidated Financial Statements for the year ended December 31, 2024 for details.
The scheduled principal and interest payments due on the Company’s debt as of September 30, 2025, are as follows:
| Mortgage Loan | Secured Bridge Loan | Total | ||||||||||||||||||
| Maturity: | ||||||||||||||||||||
| Remainder of 2025 | $ | 2,294,367 | — | $ | 2,294,367 | |||||||||||||||
| 2026 | 10,512,852 | — | 10,512,852 | |||||||||||||||||
| 2027 | 11,627,032 | — | 11,627,032 | |||||||||||||||||
| 2028 | 12,476,337 | — | 12,476,337 | |||||||||||||||||
| 2029 | 13,430,035 | — | 13,430,035 | |||||||||||||||||
| 2030 | 17,039,807 | — | 17,039,807 | |||||||||||||||||
| Thereafter | 214,728,355 | — | 214,728,355 | |||||||||||||||||
| Accrued and deferred financing cost, net | (1,486,800) | — | (1,486,800) | |||||||||||||||||
| Total | $ | 280,621,985 | $ | — | $ | 280,621,985 | ||||||||||||||
As of September 30, 2025, 86.4% of the total outstanding debt was denominated in U.S. dollars, while 13.6% was in Colombian pesos. Additionally, 73.3% of the debt was subject to floating rates, whereas 26.7% was subject to fixed rates.
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Capital Expenditures
For the nine months ended September 30, 2025 and 2024, we incurred capital expenditures totaling $21.7 million and $14.1 million, respectively, in connection with construction projects to develop warehouses. Refer to Note 10 of the Unaudited Condensed Consolidated Interim Financial Statements for more details.
Share Repurchase Program
On November 22, 2024, the Company's board of directors approved a share repurchase program (the "Program") with authorization to purchase up to $10.0 million of Ordinary Shares for a duration of 12 months. On November 29, 2024, the Company and an unrelated third-party broker (the “Broker”) entered into a share purchase agreement (the “Share Purchase Agreement”). Under the Share Purchase Agreement, the Broker is authorized to execute the Program on behalf of the Company to purchase the Ordinary Shares from the open market. The repurchase program will expire on November 20, 2025. Since the approval of the Program, the Company has repurchased 376,028 shares for $3,273,154. For the nine months ended September 30, 2025, 249,194 shares were repurchased for $2,030,381.
The timing and actual number of shares repurchased depends on factors such as the Company's share price, business conditions, and share volume, in addition to overall market conditions. The Program aims to address market dislocation in the pricing of the Company's Ordinary Shares, highlighted by our portfolio of warehouse logistics and industrial assets as well as our overall strategy. The purchase of Ordinary Shares uses cash generated by operating activities and is subject to termination by the Company before the expiration date of the Program. The Share Purchase Agreement was terminated as of June 5, 2025.
Cash Flows
The following table summarizes our condensed consolidated interim cash flows provided by (used in) operating, investing, and financing activities for the nine months ended September 30, 2025 and 2024:
| For the nine months ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||
| Net cash provided by operating activities | $ | 14,753,452 | $ | 14,375,585 | $ | 377,867 | 2.6 | % | |||||||||||||||
| Net cash used in investing activities | (18,101,281) | (13,343,995) | (4,757,286) | 35.7 | % | ||||||||||||||||||
| Net cash used in financing activities | (7,874,475) | (4,660,719) | (3,213,756) | 69.0 | % | ||||||||||||||||||
| Effects of exchange rate fluctuations on cash held | 386,032 | (218,765) | 604,797 | (276.5) | % | ||||||||||||||||||
| Net (decrease) increase in cash and cash equivalents | (10,836,272) | (3,847,894) | (6,988,378) | 181.6 | % | ||||||||||||||||||
| Cash and cash equivalents at the beginning of the period | 28,827,347 | 35,242,363 | (6,415,016) | (18.2 | %) | ||||||||||||||||||
| Cash and cash equivalents at the end of the period | $ | 17,991,075 | $ | 31,394,469 | $ | (13,403,394) | (42.7 | %) | |||||||||||||||
Cash flows from operating activities
Cash flows generated by operating activities for the nine months ended September 30, 2025 amounted to $14.8 million, representing an increase of $0.4 million, or 2.6%, compared to $14.4 million for the nine months ended September 30, 2024. The increase in cash generated by operating activities was primarily attributed to:
•a decrease in cash paid for taxes of $2.7 million, as $0.2 million of transfer tax was paid during the nine months ended September 30, 2025, compared to the significantly more transfer taxes paid resulting from higher intercompany dividends during the nine months ended September 30, 2024; and
•an increase in cash received from contracts with tenants (customers) of $2.7 million due to additional properties becoming Stabilized during 2024, and the nine months ended September 30, 2025.
The increase was partially offset by:
•an increase in cash paid for general and administrative expenses of $1.8 million due to the Company's additional costs incurred as a result of the Business Combination during the three months ended March 31, 2024.
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•an increase in cash paid for investment property operating expenses of $3.2 million due to additional investment properties becoming Stabilized in 2024, and the nine months ended September 30, 2025.
Cash flows from investing activities
Cash flows used in investing activities for the nine months ended September 30, 2025 amounted to $18.1 million, representing an increase in cash use of $4.8 million, compared to $13.3 million used in investing activities for the nine months ended September 30, 2024. This change was primarily due to:
•an increase of $7.6 million in capital expenditure on investment properties, as there were more development activities and expenditures related to the construction of Buildings 300B and 200 in Parque Logistico Callao during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024;
•an increase of $0.2 million in cash used for repayments on tenant loans; and
•an increase of $0.1 million in cash used for purchases of property and equipment.
The increase was partially offset by:
•a decrease of $2.7 million in restricted cash; and
•an increase of $0.4 million in cash proceeds from the collection of the installments from the sale of an investment property.
Cash flows from financing activities
Cash flows used in financing activities for the nine months ended September 30, 2025 amounted to $7.9 million, representing an increase in cash use of $3.2 million compared to cash flows provided by financing activities of $4.7 million for the nine months ended September 30, 2024. The increase was primarily related to:
•a decrease in proceeds from release of Lock-Up shares, net of transaction costs of $9.2 million;
•a decrease in proceeds from the Business Combination (net of transactions cost) of $4.4 million, as the Company had collected all proceeds and paid most transaction costs by the end of 2024;
•an increase in long-term debt repayment of $2.9 million;
•the repurchase of treasury shares of $2.0 million in the nine months ended September 30, 2024;
•an increase in cash paid for raising debt of $0.4 million;
•a decrease in contributions from non-controlling partners of $0.9 million;
•an increase in repayment of lease liabilities of $0.2 million; and
•payment of tax related to delivered RSU's of $0.1 million in the nine months ended September 30, 2024.
The increase was offset by:
•an increase in proceeds from long-term debt borrowings of $7.9 million;
•a decrease in distributions to non-controlling partners of $6.5 million; and
•a decrease in interest and commitment fees paid of $2.5 million.
Critical Accounting Estimates
LPA's Unaudited Condensed Consolidated Interim Financial Statements have been prepared in accordance with IFRS as issued by the IASB which requires the use of estimates and assumptions that affect the value of assets and liabilities as well as contingent assets and liabilities, as reported on the statements of financial position and revenues and expenses arising during the periods presented. LPA evaluates its assumptions and estimates on an ongoing basis. LPA bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the
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circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
For more information, see Note 2 of the Unaudited Condensed Consolidated Interim Financial Statements.
Valuation of Investment Properties
Investment properties are initially recognized at cost and are subsequently measured at fair value. We engage an external appraiser to obtain an independent opinion on the market value of each of our investment properties, including operating properties, properties under development and land bank. Management submits the details of the investment property portfolio for the current period to the appraiser and provides it access to the properties, leasing contracts and specific operating details of the portfolio.
The independent appraiser uses a combination of valuation techniques such as the discounted cash flow approach, sales comparison approach, and direct capitalization approach to value the investment properties. The valuation techniques used to estimate the fair value of our investment properties rely on assumptions, which are not directly observable in the market, including discount rates, occupancy rates, net operating income, and market rents. Our operating properties are primarily appraised using the discounted cash flows method and direct capitalization method. Our properties under development are primarily appraised using discounted cash flow and direct capitalization methods, adjusted by the net present value of the cost to complete and the vacancy percentage in the properties under construction. Our land bank is primarily appraised using the income approach.
To review the appraiser’s valuations, we leverage our familiarity with individual properties and regional portfolios, along with insights into factors such as interest rate fluctuations, turnover rates, and other judgment factors used in the valuation process, to evaluate the reasonableness of the results and compare the reported values to those from the previous period to monitor changes. As part of the review process, we offer feedback concerning inconsistencies in factual information and inaccurate statements, before the appraisal reports are finalized.
For more information, see Note 10 of the Unaudited Condensed Consolidated Interim Financial Statements and Note 13 of our audited consolidated financial statements as of and for the year ended December 31, 2024. LPA management believes that the chosen valuation methodologies are appropriate for determining the fair value of the types of our investment properties.
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| Fair Value as of September 30, 2025 | Number of Buildings | NRA (1) (sq ft) | Leased % | Occupied % | ||||||||||||||||||||||||||||
| Land bank: | ||||||||||||||||||||||||||||||||
| Owned properties | ||||||||||||||||||||||||||||||||
| Colombia | $ | 28,973,493 | N/A | 1,090,211 | — | % | N/A | |||||||||||||||||||||||||
| Sub-total | 28,973,493 | N/A | 1,090,211 | — | % | N/A | ||||||||||||||||||||||||||
Properties under right-of-use (3) | ||||||||||||||||||||||||||||||||
| Peru | 10,798,932 | N/A | 441,115 | — | % | N/A | ||||||||||||||||||||||||||
| Sub-total | 10,798,932 | N/A | 441,115 | — | % | N/A | ||||||||||||||||||||||||||
| Total land bank | 39,772,425 | N/A | 1,531,326 | — | % | N/A | ||||||||||||||||||||||||||
| Properties under development: | ||||||||||||||||||||||||||||||||
Properties under right-of-use (3) | ||||||||||||||||||||||||||||||||
| Peru | 34,406,941 | 2 | 478,229 | 85.8 | % | — | % | |||||||||||||||||||||||||
| Sub-total | 34,406,941 | 2 | 478,229 | 85.8 | % | — | % | |||||||||||||||||||||||||
| Total properties under development | 34,406,941 | 2 | 478,229 | 85.8 | % | — | % | |||||||||||||||||||||||||
| Operating properties: | ||||||||||||||||||||||||||||||||
| Owned properties | ||||||||||||||||||||||||||||||||
Costa Rica (4) | 263,706,474 | 19 | 2,516,148 | 100.0 | % | 100.0 | % | |||||||||||||||||||||||||
| Colombia | 130,125,933 | 5 | 1,255,394 | 92.2 | % | 92.2 | % | |||||||||||||||||||||||||
| Peru | 122,872,541 | 6 | 1,351,860 | 100.0 | % | 98.6 | % | |||||||||||||||||||||||||
| Mexico | 20,048,000 | 2 | 257,688 | 100.0 | % | 100.0 | % | |||||||||||||||||||||||||
| Sub-total | 536,752,948 | 32 | 5,381,090 | 98.1 | % | 97.9 | % | |||||||||||||||||||||||||
Properties under right-of-use (3) | ||||||||||||||||||||||||||||||||
| Peru | 13,666,300 | 1 | 169,187 | 100.0 | % | 100.0 | % | |||||||||||||||||||||||||
| Sub-total | 13,666,300 | 1 | 169,187 | 100.0 | % | 100.0 | % | |||||||||||||||||||||||||
| Total operating properties | 550,419,248 | 33 | 5,550,277 | 98.2 | % | 97.9 | % | |||||||||||||||||||||||||
| Total operating and properties under development | 584,826,189 | 35 | 6,028,506 | 97.3 | % | 90.1 | % | |||||||||||||||||||||||||
| Total | $ | 624,598,614 | 35 | 7,559,832 | N/A | N/A | ||||||||||||||||||||||||||
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| Fair Value as of December 31, 2024 | Number of Buildings | NRA(1) (sq ft) | Leased % | Occupied % | ||||||||||||||||||||||||||||
| Land bank: | ||||||||||||||||||||||||||||||||
| Owned properties | ||||||||||||||||||||||||||||||||
| Colombia | $ | 23,851,330 | N/A | 1,090,211 | 15.0%(2) | N/A | ||||||||||||||||||||||||||
| Sub-total | 23,851,330 | N/A | 1,090,211 | 15.0 | % | N/A | ||||||||||||||||||||||||||
Properties under right-of-use(3) | ||||||||||||||||||||||||||||||||
| Peru | 16,691,019 | N/A | 670,322 | — | % | N/A | ||||||||||||||||||||||||||
| Sub-total | 16,691,019 | N/A | 670,322 | — | % | N/A | ||||||||||||||||||||||||||
| Total land bank | 40,542,349 | N/A | 1,760,533 | 9.3 | % | N/A | ||||||||||||||||||||||||||
| Properties under development: | ||||||||||||||||||||||||||||||||
Properties under right-of-use(3) | ||||||||||||||||||||||||||||||||
| Peru | 21,798,170 | 2 | 421,321 | 100.0 | % | 25.2 | % | |||||||||||||||||||||||||
| Sub-total | 21,798,170 | 2 | 421,321 | 100.0 | % | 25.2 | % | |||||||||||||||||||||||||
| Total properties under development | 21,798,170 | 2 | 421,321 | 100.0 | % | 25.2 | % | |||||||||||||||||||||||||
| Operating properties: | ||||||||||||||||||||||||||||||||
| Owned properties | ||||||||||||||||||||||||||||||||
Costa Rica(4) | 260,094,960 | 19 | 2,516,137 | 100.0 | % | 99.4 | % | |||||||||||||||||||||||||
| Colombia | 109,065,873 | 5 | 1,255,404 | 100.0 | % | 100.0 | % | |||||||||||||||||||||||||
| Peru | 123,017,512 | 6 | 1,350,084 | 94.8 | % | 94.8 | % | |||||||||||||||||||||||||
| Total operating properties | 492,178,345 | 30 | 5,121,625 | 98.6 | % | 98.3 | % | |||||||||||||||||||||||||
| Total operating and properties under development | 513,976,515 | 32 | 5,542,946 | 98.7 | % | 92.8 | % | |||||||||||||||||||||||||
| Total | $ | 554,518,864 | 32 | 7,303,479 | N/A | N/A | ||||||||||||||||||||||||||
(1)The NRA for land bank and properties under development reflect the estimated potential net rental area. The NRA excludes the net rentable area of the patios or the open-air rentable land.
(2)We entered into lease agreements with certain tenants for investment properties that are expected to be constructed in the land bank.
(3)Properties under right-of-use are mainly related to the investment properties developed on leased land. More specifically, they were associated with a land lease agreement the Parque Logistic Callao S.R.L. (Parque Logistic), a partnership entity controlled by LPA, entered into with Lima Airport Partners S.R.L. (“LAP”) under which Parque Logistic committed to lease a land parcel for a period of 30 years, with the intention of developing investment properties.
(4)As of September 30, 2025 and December 31, 2024, the operating properties in Costa Rica included patios and open-air rentable land totaling 521,274 square feet for both periods for the use of trailer parking and open-air warehousing. As of September 30, 2025 and December 31, 2024, the patios and open-air rentable land had a fair value of $6.1 million, with a weighted average capitalization rate of 8.3%. The NRA included in the table above excludes areas related to the patios or the open-air rentable land.
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Quantitative and Qualitative Disclosures about Market Risk
LPA is exposed to various market and other risks, including the effects of changes in interest rates and foreign currency risk.
Interest Rate Risk
LPA holds financial liabilities (e.g., long-term debt) subject to interest rate risk. LPA manages the interest rate risk by maintaining a mix of fixed and variable rate debt depending on market conditions and facility terms. Fluctuations in interest rates as of the reporting date may impact profit or loss and cash flows. As of September 30, 2025 and December 31, 2024, the debt balances that were subject to variable rates were $205.8 million and $97.7 million, respectively. Assuming no change in the principal amounts outstanding, the impact of a 1% increase or decrease in the assumed weighted average interest rate on interest expense would be approximately $1.0 million for the nine months ended September 30, 2025.
Liquidity Risk
Liquidity risk refers to the possibility that LPA may face challenges in fulfilling its obligations related to financial liabilities payable in cash or other financial assets. To manage liquidity, LPA aims to ensure adequate liquidity to meet its liabilities as they become due, both in normal and stressed conditions, without incurring significant losses or harming LPA’s reputation. The Company seeks to maintain a balance between funding continuity and flexibility through the use of bank deposits and loans.
LPA maintains sufficient liquidity through a combination of cash deposits, short-term credit facilities, and committed borrowing facilities to meet expected operating expenses and financial obligations for a minimum period of 90 days, including the servicing of financial obligations. This excludes the potential impact of extreme circumstances, such as natural disasters, that cannot be reasonably predicted.
The Company is confident that LPA has access to a diverse range of funding sources to repay any debts maturing within 12 months as part of its normal business operations. As of September 30, 2025, the Company was compliant with all debt covenants with its lenders. See Note 12 of the Unaudited Condensed Consolidated Interim Financial Statements for more details.
Foreign Currency Risk
LPA is exposed to market risk from fluctuations in foreign currency exchange rates in connection with the Company's subsidiaries. LPA is subject to fluctuations in the exchange rates between the Costa Rican colon, Peruvian sol, Colombian peso, and Mexican peso against the U.S. dollar. LPA implements natural hedging strategies by aligning the denomination of its debt obligations with its revenue streams to minimize currency exposure. In addition, LPA keeps minimal funds in local currencies and holds the majority of funds (excluding restricted cash), approximately 90%, in its functional currency of the U.S. dollar.
Market Risk
LPA's primary market risk exposure derives from fluctuations in interest rates and foreign currency exchange rates. It does not engage in derivative trading or speculative activity to generate income.
Recent Accounting Pronouncements
For information about recent accounting pronouncements that have been adopted or will apply to LPA in the future, see Note 2 of the Unaudited Condensed Consolidated Interim Financial Statements.
JOBS Act
LPA is an “emerging growth company” under the JOBS Act. The JOBS Act provides that an emerging growth company can delay adopting new or revised accounting standards until such time as those standards apply to private companies. LPA has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it is (i) no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided by the JOBS Act.
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Additionally, subject to certain conditions set forth in the JOBS Act, if, as an emerging growth company, LPA chooses to rely on those exemptions, LPA may not be required to, among other things: (i) provide an auditor’s attestation report on the system of internal controls over financial reporting pursuant to Section 404; (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies; (iii) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board ("PCAOB") regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis); and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our initial public offering or until LPA is no longer an emerging growth company, whichever is earlier.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This MD&A includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Forward-looking statements relate to our business plans, objectives, expectations, financial outlook, financial performance and other matters. Such statements are typically identified by terms such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would,” “will,” “seek,” and other similar words and expressions. However, the absence of these terms does not preclude a statement from being forward-looking. Forward-looking statements are based on management’s current beliefs, assumptions and available information as of the date of this MD&A. Although we believe that the expectations reflected in forward-looking statements are reasonable, such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by forward-looking statements.
These forward-looking statements reflect management's current expectations, forecasts and assumptions and are subject to various risks, uncertainties and potential changes in circumstances. These statements speak only as of the date of this MD&A. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed, contemplated or implied by these forward-looking statements. The forward-looking statements contained in this MD&A address various subjects, which include, but are not limited to, statements regarding:
•expectations regarding, and LPA’s ability to meet expectations regarding, LPA’s strategies and future financial performance, including LPA’s future business plans or objectives, operating expenses, market trends, revenues, liquidity, cash flows and uses of cash, capital expenditures;
•LPA’s ability to invest in growth initiatives;
•the outcome of any legal proceedings that may be instituted against LPA;
•the ability of LPA to raise financing in the future and comply with restrictive covenants related to indebtedness;
•the ability to fully realize the benefits of the Business Combination, which may be affected by, among other things, competition, LPA’s ability to grow and manage growth and profitability, maintain relationships with customers and suppliers and retain its management team and key employees;
•the projected financial information, anticipated growth rate, and market opportunity for LPA, and its estimates of expenses and profitability;
•LPA’s ability to maintain its listing on NYSE American;
•global economic disruptions and disruptions to commodity markets due to global conflicts and events, including the ongoing conflict between Russia and Ukraine, and conflicts in the Middle East, which may exacerbate market pressures and economic volatility;
•increases in raw material costs, fuel costs and insurance premiums, especially in light of the ongoing conflict between Russia and Ukraine, and conflicts in the Middle East;
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•developments in or changes to the laws, regulations and governmental policies governing our business;
•anticipated economic, business, and/or competitive factors;
•potential impacts of public health crises, including pandemics, epidemics, or other widespread health crises that may disrupt LPA’s business operations, supply chain or market conditions;
•litigation and regulatory enforcement risks, including the diversion of management time and attention and the additional costs and demands on LPA’s resources;
•exchange rate instability;
•the possibility that expansion of LPA’s customer offerings or certain operations may subject it to additional legal and regulatory requirements, including tort liability;
•LPA’s ability to retain and grow its customer base;
•LPA’s success in finding and maintaining future strategic partnerships and inorganic opportunities;
•the potential liquidity and trading of public securities of LPA;
•the ability of LPA to respond to general economic conditions;
•LPA's strategic expansion plans, including geographic expansion, new markets and other plans;
•any downturn in the real estate industry;
•the ability of LPA to manage its growth effectively;
•the ability of LPA to develop and protect its brand;
•the ability of LPA to compete with competitors in existing and new markets and offerings.
•economic, political and social developments in Costa Rica, Colombia, Peru and Mexico, including political instability, currency devaluation, inflation, and unemployment; and
•the economic performance of Costa Rica, Colombia, Peru and Mexico, including their competitiveness as exporters of manufactured and other products to the United States and other key markets, and the impact of global economic conditions on these markets.
Forward-looking statements are provided for illustrative purposes only and do not guarantee future performance. The factors discussed under “Risk Factors” and elsewhere within our Annual Report, may materially affect the Company's future results and could cause actual outcomes to differ from those expressed or implied by these forward-looking statements.
The risks described under “Risk Factors” within our Annual Report are not exhaustive, and other sections of the Annual Report identify additional factors that could adversely affect the Company's business, financial condition, and operations. As new risk factors emerge from time to time, the Company cannot predict nor fully assess their impact, either individually or in combination, on actual results, which may differ materially from any forward-looking statements. The Company assumes no obligation to publicly update or revise any forward-looking statements, whether due to new information, future events, or otherwise, except as required by law.
The Annual Report contains statements reflecting the Company's beliefs, plans, objectives, expectations, opinions, and intentions based on information available as of the date of the Annual Report. While the Company believes such information provides a reasonable basis for these statements, investors should note that such information may be limited or incomplete and should not be relied on as comprehensive. These statements should not be construed to indicate that the Company has conducted an exhaustive review of all potentially relevant information. Although we believe the plans, objectives, expectations, opinions and intentions reflected in or suggested by such forward-looking statements are reasonable, we cannot assure you that those plans, objectives, expectations, opinions, intentions, or expectations will be achieved. In addition, you should not interpret statements regarding past trends or activities as assurances that those trends or activities will continue in the future. All written, oral and electronic forward-looking statements attributable to us or
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persons acting on our behalf are expressly qualified in their entirety by this cautionary statement. For these reasons, we caution you to avoid relying on the forward-looking statements described in the Annual Report.
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