Sec Form 4 Filing - Hennessy Thomas D @ two - 2024-03-27

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Hennessy Thomas D 2. Issuer Name and Ticker or Trading Symbol two [ TWOA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO (Last) (First) (Middle) 195 US HWY 50, SUITE 208 3. Date of Earliest Transaction (MM/DD/YY) 03/27/2024 (Street) ZEPHYR COVE, NV89448 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Ordinary Shares 03/27/2024 M( 3 ) 2,130,693 A 2,130,693 I See Footnote ( 4 ) Class A Ordinary Shares 03/27/2024 J( 2 ) 2,130,693 D 0 ( 3 ) I See Footnote ( 4 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class B Ordinary Shares ( 1 ) 03/27/2024 J( 2 ) 1,071,918 ( 2 ) ( 2 ) Class A Ordinary Shares 1,071,918 $ 0 2,130,693 I See Footnote ( 4 ) Class B Ordinary Shares ( 1 ) 03/27/2024 M( 3 ) 2,130,693 ( 3 ) ( 3 ) Class A Ordinary Shares 2,130,693 $ 0 0 I See Footnote ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hennessy Thomas D 195 US HWY 50 SUITE 208 ZEPHYR COVE, NV89448 X X CEO Signatures /s/ Thomas D. Hennessy 03/29/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On March 27, 2024 (the "Closing Date"), Logistic Properties of the Americas, a Cayman Islands exempted company ("LGA"), two, a Cayman Islands exempted company ("TWOA"), LatAm Logistic Properties, S.A., a company incorporated under the laws of Panama ("LLP"), consummated their previously announced business combination (the "Business Combination") pursuant to the Business Combination Agreement, dated as of August 15, 2023 (the "Business Combination Agreement"), by and among LGA, TWOA, LLP and the other parties thereto. On the Closing Date, pursuant to the terms of the Business Combination Agreement, each outstanding Class B ordinary share of TWOA converted into a Class A ordinary share of TWOA at a conversion ratio of one Class B ordinary share for one Class A ordinary share. ( 2 )In connection with the consummation of the Business Combination, 1,071,918 of the Class B ordinary shares of TWOA were forfeited by the reporting person to LGA for no consideration. ( 3 )Pursuant to the terms of the Business Combination Agreement, on the Closing Date, each outstanding Class A ordinary share of TWOA following the conversion described in footnote 1 above was exchanged for one newly issued ordinary share of LGA. ( 4 )These shares are held by HC Proptech Partners III LLC (the "Sponsor"). HC PropTech III LLC is the managing member of the Sponsor and each of Thomas D. Hennessy and Daniel J. Hennessy are the managing members of HC PropTech III LLC.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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