Logistic Properties of the Americas (LPA) Risk Analysis

Although our Ordinary Shares are listed on the NYSE American under the ticker symbol "LPA," we cannot assure you that a liquid public market for our Ordinary Shares will be maintained. The trading price of the Ordinary Shares may be volatile and may not be indicative of the market price of Ordinary Shares that will prevail in the open market going forward. A public trading market having the desirable characteristics of depth, liquidity, and orderliness depends upon the existence of willing buyers and sellers at any given time, such existence being dependent upon the individual decisions of buyers and sellers over which neither we nor any market maker has control. Failure to maintain an active and liquid trading market would likely have a material adverse effect on the value of Ordinary Shares and impair our ability to raise capital to fund operations by issuing Ordinary Shares.

The price of Ordinary Shares may fluctuate due to a variety of factors, including: - actual or anticipated fluctuations in LPA's quarterly and annual results and those of other public companies in its industry;- mergers and strategic alliances in the industry in which we operate;- market prices and conditions in the industry in which we operate;- changes in government regulation;- potential or actual military conflicts or acts of terrorism;- the failure of securities analysts to publish research about us, or shortfalls in our operating results compared to levels forecast by securities analysts;- announcements concerning LPA or its competitors; and - the general state of the securities markets. These market and industry factors may materially reduce the market price of Ordinary Shares, regardless of LPA's operating performance. The market price of our ordinary shares may decline below the price paid for our Ordinary Shares and you may not be able to sell your Ordinary Shares at or above the public offering price. In the past, shareholders of public companies have often brought securities class action suits against companies following periods of instability in the market price of their securities. If we were involved in a class action suit, it could divert a significant amount of our management's attention and other resources from our business and operations and require us to incur significant expenses to defend the suit, which could harm our results of operations. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial condition and results of operations.

As of the date of this Annual Report, approximately 100% of our outstanding Ordinary Shares have been registered for resale, pursuant to effective resale registration statements, and the remainder of our outstanding Ordinary Shares are freely tradable based on our initial registration. On September 5, 2024, the Company filed a registration statement on Form F-1 to register 31,799,747 Ordinary Shares for resale. This resale registration statement, as amended on September 17, 2024, was declared effective by the SEC on September 20, 2024. On April 29, 2025, the Company filed a registration statement on Form F-3 (the "JREP Form F-3") as a post-effective amendment to the existing F-1 to convert the existing Form F-1 into a resale registration statement on Form F-3. The JREP Form F-3 registered 30,499,323 Ordinary Shares for resale, and was declared effective by the SEC on May 5, 2025. As of December 31, 2025, JREP beneficially owned in the aggregate 26,314,500 Ordinary Shares, representing approximately 83.2% of all outstanding Ordinary Shares, any or all of which JREP has the ability to freely sell. Given the substantial number of Ordinary Shares that are registered for potential resale pursuant to the JREP Form F-3, the sale of said Ordinary Shares, or the perception in the market that the holders of a large number of those Ordinary Shares intend to sell Ordinary Shares could increase the volatility of the market price of our Ordinary Shares or result in a significant decline in the public trading price of our Ordinary Shares. On October 3, 2025, the Company filed a registration statement on Form F-3 (the "New Circle Form F-3"), which registered 5,041,598 Ordinary Shares for resale in connection with the New Circle SEPA. The New Circle Form F-3 was declared effective on December 1, 2025. See Risk Factors, Risks Related to the New Circle Transaction for a discussion on the risks related to the New Circle SEPA and the registration of our Ordinary Shares under the New Circle Form F-3. Sales of a substantial number of Ordinary Shares in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of the Ordinary Shares.

If we fail to satisfy the continued listing requirements of the NYSE American, such as the corporate governance requirements or the minimum share price requirement, the NYSE American may take steps to delist our securities. Such a delisting would likely have a negative effect on the price of our securities and would impair the shareholders' ability to sell or purchase our securities at any time. In the event of a delisting, we can provide no assurance that any action taken by us to restore compliance with listing requirements would allow our securities to become listed again, stabilize the market price or improve the liquidity of our securities, prevent our securities from dropping below the NYSE American minimum share price requirement or prevent future non-compliance with the NYSE American's listing requirements.

As of the date of this Annual Report, LPA has issued 102,910 Ordinary Shares under its Equity Incentive Plan. LPA may issue a substantial number of additional Ordinary Shares under the Equity Incentive Plan. The issuance of additional Ordinary Shares: may significantly dilute the equity interest of investors and may adversely affect prevailing market prices for LPA's securities, including Ordinary Shares.

We may require additional cash resources due to changed business conditions or other future developments, including any investments or acquisitions we may decide to pursue. If our cash resources are insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities or obtain a credit facility. The sale of additional equity securities or equity-linked debt securities could result in additional dilution to our shareholders. The incurrence of indebtedness would result in debt service obligations and could result in operating and financing covenants that would restrict our operations. We cannot assure you that financing will be available in amounts or terms acceptable to us, if at all.

As of the date of this Annual Report, our directors and officers collectively own or control an aggregate of 83.5% of the total voting power of our outstanding Ordinary Shares. As a result, they have substantial influence over our business, including significant corporate actions such as mergers, consolidations, election of directors and other significant corporate actions. They may take actions that are not in the best interest of us or our other shareholders. This concentration of ownership may discourage, delay or prevent a change in control of our company, which could deprive our shareholders of an opportunity to receive a premium for their shares as part of a sale of our company and may reduce the price of our Ordinary Shares. These actions may be taken even if they are opposed by our other shareholders. In addition, the significant concentration of share ownership may adversely affect the trading price of our Ordinary Shares due to investors' perception that conflicts of interest may exist or arise.

Certain existing shareholders may have purchased their respective Ordinary Shares at prices lower than current market prices and may therefore experience a positive rate of return on their investment, even if our public shareholders experience a negative rate of return on their investment. The last reported sales price of the Ordinary Shares on the NYSE American on March 17, 2026 was $2.60. These shareholders may earn a positive rate of return even if the price of our Ordinary Shares declines. The sale or possibility of sale of such Ordinary Shares could have the effect of increasing the volatility in the Ordinary Share price or putting significant downward pressure on the price of the Ordinary Shares.

LPA is an exempted company incorporated under the laws of the Cayman Islands with limited liability. As a result, it may be difficult for investors to effect service of process within the United States upon LPA's directors or officers, or enforce judgments obtained in the United States courts against LPA's directors or officers. LPA's corporate affairs are governed by the Charter, the Companies Act (as the same may be supplemented or amended from time to time)and the common law of the Cayman Islands. LPA is also subject to the federal securities laws of the United States. The rights of LPA shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of LPA's directors to LPA under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of LPA's shareholders and the fiduciary responsibilities of LPA's directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States. LPA has been advised by its Cayman Islands legal counsel that there is uncertainty as to whether the courts of the Cayman Islands would (i) recognize or enforce judgments of United States courts obtained against LPA or its directors or officers predicated upon the civil liability provisions of the federal securities laws of the United States or any state in the United States or (ii) in original actions brought in the Cayman Islands, to impose liabilities against LPA predicated upon the federal securities laws of the United States or any state in the United States, so far as the liabilities imposed by those provisions are penal in nature. The Cayman Islands court will not enforce criminal fines and tax judgments and judgments that are contrary to Cayman Islands public policy. However, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive, and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, and or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere. As a result of all of the above, LPA shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as shareholders of a corporation incorporated in the United States.

In addition to being a foreign private issuer, LPA is a "controlled company" as defined under the NYSE American rules, because JREP currently controls a majority of the voting power of the Ordinary Shares. For as long as LPA remains a controlled company under that definition, LPA is permitted to elect to rely, and may rely, on certain exemptions from corporate governance rules, including an exemption from the rule that a majority of the LPA Board must consist of independent directors, that LPA has to establish a compensation committee composed entirely of independent directors or that LPA has independent director oversight of director nominations. Although LPA currently has a compensation committee and nominating committee, such committees are not composed entirely of "independent directors." As a result, LPA shareholders do not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements. For additional information regarding the corporate governance practices LPA follows and intends to follow in lieu of NYSE American requirements, see Item 16.G, Corporate Governance.

LPA is an "emerging growth company" as defined in the JOBS Act. LPA will remain an "emerging growth company" until the earliest to occur of (i) the last day of the fiscal year (a) following the fifth anniversary of the closing of the Business Combination, (b) in which LPA has total annual gross revenue of at least $1.235 billion or (c) in which LPA is deemed to be a large accelerated filer, which means the market value of Ordinary Shares held by non-affiliates exceeds $700 million as of the last business day of LPA's prior second fiscal quarter, and (ii) the date on which LPA issued more than $1.0 billion in non-convertible debt during the prior three-year period. LPA intends to take advantage of exemptions from various reporting requirements that are applicable to most other public companies that are classified as "emerging growth companies," including, but not limited to, an exemption from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that LPA's independent registered public accounting firm provide an attestation report on the effectiveness of its internal control over financial reporting and reduced disclosure obligations regarding executive compensation. Furthermore, even after LPA no longer qualifies as an "emerging growth company," as long as LPA continues to qualify as a foreign private issuer under the Exchange Act, LPA will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including, but not limited to, the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; and the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events. In addition, LPA will not be required to file annual reports and financial statements with the SEC as promptly as U.S. domestic companies whose securities are registered under the Exchange Act, and are not required to comply with Regulation FD, which restricts the selective disclosure of material information. As a result, LPA shareholders may not have access to certain information they deem important. LPA cannot predict if investors will find Ordinary Shares less attractive because it relies on these exemptions. If some investors find Ordinary Shares less attractive as a result, there may be a less active trading market and the share price for Ordinary Shares may be more volatile.

The Charter contains provisions that may discourage unsolicited takeover proposals that LPA shareholders may consider to be in their best interests. Among other provisions, subject to the rights of the LPA shareholders as specified in the Charter, the ability of the LPA Board to issue additional shares, with or without preferred, deferred or other rights or restrictions, whether in regard to dividend, voting, return of capital or otherwise and to such persons, at such times and on such other terms as the LPA Board may determine, to the extent authorized but unissued, and without shareholder approval, may make it more difficult for LPA's shareholders to remove incumbent management and accordingly discourage transactions that otherwise could involve payment of a premium over prevailing market prices for LPA's securities. However, under Cayman Islands law, the LPA Board may only exercise these rights and powers granted to them under the Charter for a proper purpose and for what they believe in good faith to be in the best interests of LPA.

On September 23, 2025, we entered into the New Circle SEPA, pursuant to which New Circle has committed to purchase up to $30,000,000 of our Ordinary Shares, which may be sold by us to New Circle at our discretion from time to time, subject to certain limitations and conditions set forth in the New Circle SEPA, and we issued Ordinary Shares having an aggregate value of $300,000 to New Circle as the Commitment Shares, as consideration for New Circle's commitment to purchase Ordinary Shares under the New Circle SEPA in lieu of cash. We generally have the right to control the timing and amount of any sales of our Ordinary Shares to New Circle under the New Circle SEPA. Sales of our Ordinary Shares, if any, to New Circle under the New Circle SEPA will depend upon market conditions and other factors to be determined by us. We may ultimately decide to sell to New Circle all, some or none of the Ordinary Shares that may be available for us to sell to New Circle pursuant to the New Circle SEPA. As the purchase price per share to be paid by New Circle for the Ordinary Shares that we may elect to sell to New Circle under the New Circle SEPA, if any, will fluctuate based on the market prices of our Ordinary Shares prior to each Purchase made pursuant to the New Circle SEPA, if any, it is not possible for us to predict, as of the date of this Annual Report and prior to any such sales, the number of Ordinary Shares that we will sell to New Circle under the New Circle SEPA, the purchase price per share that New Circle will pay for Ordinary Shares purchased from us under the New Circle SEPA, or the aggregate gross proceeds that we will receive from those purchases by New Circle under the New Circle SEPA, if any. Moreover, although the New Circle SEPA provides that we may sell up to an aggregate of $30,000,000 of our Ordinary Shares to New Circle, only 5,041,598 Ordinary Shares are registered for resale under an effective registration statement. If we elect to sell and issue to New Circle all of the 5,041,598 Ordinary Shares registered for resale, depending on the market price of our Ordinary Shares prior to each Purchase made pursuant to the New Circle SEPA, the actual gross proceeds from the sale of all such Ordinary Shares may be substantially less than the $30,000,000 available to us under the New Circle SEPA, which could materially adversely affect our liquidity. If it becomes necessary for us to issue and sell to New Circle under the New Circle SEPA more than the 5,041,598 Ordinary Shares registered for resale in order to receive aggregate gross proceeds equal to $30,000,000 under the New Circle SEPA, we must file with the SEC one or more additional registration statements to register for resale any such additional Ordinary Shares we wish to sell from time to time under the New Circle SEPA, which the SEC must declare effective. Any issuance and sale by us under the New Circle SEPA of Ordinary Shares in addition to the 5,041,598 Ordinary Shares being registered for resale by New Circle under the Registration Statement could cause additional dilution to our shareholders. We are not required or permitted to issue any Ordinary Shares under the New Circle SEPA if such issuance would breach our obligations under the rules of the NYSE American. In addition, New Circle will not be required to purchase any Ordinary Shares if such sale would result in New Circle's beneficial ownership exceeding 4.99% of the then issued and outstanding Ordinary Shares, which we refer to herein as the Beneficial Ownership Limitation. Our inability to access a part or all of the amount available under the New Circle SEPA, in the absence of any other financing sources, could have a material adverse effect on our business.

The purchase price for the Ordinary Shares that we may sell to New Circle under the New Circle SEPA will fluctuate based on the price of our Ordinary Shares. Depending on a number of factors, including market liquidity, sales of such Ordinary Shares may cause the trading price of our Ordinary Shares to fall. If and when we do sell Ordinary Shares to New Circle, after New Circle has acquired the shares, New Circle may resell all, some, or none of those Ordinary Shares at its discretion, subject to the terms of the New Circle SEPA. Therefore, sales of Ordinary Shares to New Circle by us could result in substantial dilution to the economic and voting interests of other holders of our Ordinary Shares. Additionally, the sale of a substantial number of Ordinary Shares to New Circle, or the anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we might otherwise wish to effect sales.

Pursuant to the New Circle SEPA, we will have discretion, subject to market demand, to vary the timing, prices, and numbers of Ordinary Shares sold to New Circle. If and when we do elect to sell Ordinary Shares to New Circle under the New Circle SEPA, after New Circle has acquired such shares, New Circle may resell all or a portion of such shares at any time or from time to time in its discretion and at different prices. As a result, investors who purchase Ordinary Shares from New Circle at different times will likely pay different prices for those shares, and so may experience different levels of dilution and in some cases substantial dilution and different outcomes in their investment results. Investors may experience a decline in the value of the Ordinary Shares they purchase from New Circle as a result of future sales made by us to New Circle at prices lower than the prices such investors paid for their Ordinary Shares.

To raise capital, we may sell our Ordinary Shares, securities convertible or exchangeable into our Ordinary Shares, or other equity securities in one or more transactions other than those contemplated by the New Circle SEPA, at prices and in a manner we determine from time to time. We may sell Ordinary Shares, convertible securities or other equity securities in any other offering at a price per share that is less than the price per share paid by New Circle, and New Circle or investors purchasing convertible securities or other equity securities in the future could have rights superior to existing shareholders. The price per share at which we sell additional Ordinary Shares, convertible securities or other equity securities in future transactions may be higher or lower than the price per share paid by New Circle. Any sales of additional Ordinary Shares will dilute our existing shareholders. Sales of a substantial number of our Ordinary Shares in the public market or the perception that these sales might occur could depress the market price of our Ordinary Shares and could impair our ability to raise capital through the sale of additional equity securities. We are unable to predict the effect that such sales may have on the prevailing market price of our Ordinary Shares.