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two(TWOA) - 2023 Q1 - Quarterly Report
2023-05-15 20:10
Financial Performance - The company had a net income of approximately $1,237,285 for the three months ended March 31, 2023, compared to a net loss of approximately $399,681 for the same period in 2022[122][123]. - The company has not generated any operating revenues as it is still in the process of searching for a target for its initial Business Combination[121]. - The net income (loss) per ordinary share is calculated by dividing net income (loss) by the weighted average shares of ordinary shares outstanding for the respective period[134]. - As of March 31, 2023, there were no dilutive securities, resulting in diluted net income (loss) per ordinary share being the same as basic net income (loss) per ordinary share[135]. Cash and Working Capital - As of March 31, 2023, the company had approximately $37,000 in cash and a working capital deficit of approximately $584,000[114]. - The company raised gross proceeds of $200.0 million from its Initial Public Offering, with offering costs of approximately $11.1 million[107]. - The underwriter received an underwriting discount of $0.20 per share, totaling $4.0 million, upon the closing of the Initial Public Offering[125]. Trust Account and Investments - The company placed $214.4 million in a Trust Account, which was originally invested in U.S. government securities[109]. - Investments held in the Trust Account are primarily U.S. government securities with a maturity of 185 days or less, classified as trading securities, and presented at fair value[132]. Business Operations and Future Outlook - The company must complete a Business Combination by January 1, 2024, or it will cease operations and redeem Public Shares[111]. - The company has identified liquidity issues that raise substantial doubt about its ability to continue as a going concern[117]. Administrative Expenses and Equity - The company incurred $30,000 in administrative expenses for services provided by the Original Sponsor during the three months ended March 31, 2023[128]. - The company issued 628,750 Private Placement Shares, which are considered non-redeemable and presented as permanent equity[130]. - The company recognized changes in the redemption value of Class A ordinary shares immediately, adjusting the carrying value to equal the redemption value at the end of each reporting period[131]. Regulatory Compliance - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[137]. - The company is evaluating the benefits of relying on reduced reporting requirements provided by the JOBS Act, which may exempt it from certain disclosures for five years post-IPO[138].
two(TWOA) - 2022 Q4 - Annual Report
2023-03-27 21:29
IPO and Offering Details - The company completed its Initial Public Offering (IPO) on April 1, 2021, raising gross proceeds of $200.0 million from the sale of 20,000,000 Class A ordinary shares at $10.00 per share [266]. - An additional 1,437,500 Class A ordinary shares were sold through an over-allotment option, generating approximately $14.4 million in gross proceeds [266]. - The company incurred approximately $11.1 million in offering costs related to the IPO, including $7.0 million for deferred underwriting commissions [266]. - The underwriter received an underwriting discount of $0.20 per share, totaling $4.0 million, with an additional deferred fee of $0.35 per share, approximately $7.0 million, contingent on a Business Combination [289]. - The underwriter partially exercised the over-allotment option, earning an additional fee of approximately $755,000, with about $503,000 for deferred underwriting commissions [290]. - A financial advisory arrangement with Oppenheimer includes a transaction fee of $7.0 million and a financing fee of 4.0% of the principal balance placed, subject to a minimum fee of $2.0 million, contingent upon a Business Combination [291]. - Offering costs related to the Initial Public Offering included legal, accounting, and underwriting fees, charged against the carrying value of Class A ordinary shares [298]. Financial Performance - As of December 31, 2022, the company reported a net income of approximately $1.5 million, driven by $2.9 million in income from investments held in the Trust Account, offset by $1.2 million in general and administrative expenses [279]. - The company has not generated any operating revenues as of December 31, 2022, as all activities have been focused on the search for a target for its initial Business Combination [278]. - The company incurred $120,000 and $90,000 in administrative support expenses for the years ended December 31, 2022, and 2021, respectively [292]. - Net income (loss) per ordinary share is calculated by dividing net income (loss) by the weighted average shares of ordinary shares outstanding [299]. Trust Account and Investments - The company has placed $214.4 million in a Trust Account, which will only invest in U.S. government securities until a Business Combination is completed or the Trust Account is distributed [268]. - Investments held in the Trust Account are comprised of U.S. government securities and money market funds, classified as trading securities or recognized at fair value [297]. - The company recognized changes in the redemption value of Class A ordinary shares immediately, adjusting the carrying value to equal the redemption value at the end of each reporting period [296]. Liquidity and Going Concern - The company had a working capital deficit of approximately $187,000 as of December 31, 2022, with liquidity needs primarily met through loans and proceeds from the Private Placement [271]. - The company faces substantial doubt about its ability to continue as a going concern if it cannot complete a Business Combination by April 1, 2023 [275]. - The company must complete a Business Combination with an aggregate fair market value of at least 80% of the assets held in the Trust Account [269]. Shareholder and Equity Information - As of December 31, 2022, there were 21,437,500 Class A ordinary shares subject to possible redemption, classified as temporary equity [295]. - The Sponsor forfeited all 628,750 Private Placement Shares on December 30, 2022, which were originally purchased for approximately $6.0 million [267]. - As of December 31, 2022, the company did not have any off-balance sheet arrangements [302].
two(TWOA) - 2022 Q3 - Quarterly Report
2022-11-14 21:49
Financial Performance - The company had a net income of approximately $285,000 for the three months ended September 30, 2022, with $904,000 in income from investments held in the Trust Account, offset by $589,000 in general and administrative expenses [119]. - For the nine months ended September 30, 2022, the company reported a net income of approximately $21,000, consisting of $1.1 million in income from investments held in the Trust Account, offset by $972,000 in general and administrative expenses [121]. - The company reported a net loss of approximately $212,000 for the three months ended September 30, 2021, primarily due to general and administrative expenses [120]. - Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average shares of ordinary shares outstanding for the respective period [135]. - At September 30, 2022, there were no dilutive securities, resulting in diluted net income (loss) per ordinary share being the same as basic net income (loss) per share ordinary [136]. Cash and Investments - As of September 30, 2022, the company had approximately $401,000 in cash and working capital of approximately $108,000 [111]. - The company raised gross proceeds of $200.0 million from its Initial Public Offering, with offering costs of approximately $11.1 million [105]. - The company placed $214.4 million in a Trust Account, investing only in U.S. government securities until the completion of a Business Combination [107]. - The portfolio of investments is comprised of U.S. government securities with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities [131]. Administrative Expenses - The company incurred $30,000 in administrative expenses-related party for the three months ended September 30, 2022, consistent with the previous year [127]. - The company has determined that it may not have sufficient liquidity to meet its anticipated obligations through the consummation of an initial business combination or liquidation date [113]. Risks and Compliance - The company has identified various risks, including geopolitical tensions and market volatility, that could adversely affect its ability to complete a business combination [116]. - The underwriter was entitled to an underwriting discount of $0.20 per share, totaling $4.0 million, with an additional deferred fee of approximately $7.0 million [124]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards [138]. - The company is evaluating the benefits of relying on reduced reporting requirements provided by the JOBS Act, which may exempt it from certain disclosures for five years following the Initial Public Offering [139].
two(TWOA) - 2022 Q2 - Quarterly Report
2022-08-15 20:47
IPO and Fundraising - The company completed its Initial Public Offering (IPO) on April 1, 2021, raising gross proceeds of $200.0 million from the sale of 20,000,000 Class A ordinary shares at $10.00 per share[106]. - The underwriter received an underwriting discount of $0.20 per share, totaling $4.0 million, and will receive an additional $7.0 million in deferred underwriting commissions upon completion of a Business Combination[125]. - Offering costs related to the Initial Public Offering included legal, accounting, and underwriting fees, charged against the carrying value of Class A ordinary shares[134]. Financial Performance - As of June 30, 2022, the company reported a net income of approximately $135,000, driven by $306,000 in income from investments held in the Trust Account, offset by $170,000 in total expenses[120]. - For the six months ended June 30, 2022, the company incurred a net loss of approximately $264,000, with general and administrative expenses totaling approximately $384,000[122]. - The company had approximately $488,000 in cash and working capital of approximately $727,000 as of June 30, 2022[112]. Trust Account and Investments - The company has placed $214.4 million of net proceeds from the IPO and Private Placement into a Trust Account, which invests only in U.S. government securities[108]. - The portfolio of investments held in the Trust Account consists of U.S. government securities with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities[133]. - The estimated fair values of investments held in the Trust Account are determined using available market information, with gains and losses included in income from investments held in the Trust Account[133]. Business Combination and Liquidity - The company is required to complete a Business Combination with an aggregate fair market value of at least 80% of the assets held in the Trust Account[110]. - The company has determined that it may have sufficient liquidity to meet its needs until the completion of a Business Combination or its liquidation date[114]. - The company faces substantial doubt about its ability to continue as a going concern if it cannot complete a Business Combination by April 1, 2023[115]. Accounting and Reporting - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[138]. - The company is evaluating the benefits of relying on reduced reporting requirements provided by the JOBS Act, which may exempt it from certain disclosures for five years following the Initial Public Offering[140]. - The company does not believe that any recently issued accounting standards updates would have a material effect on its financial statements[137]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[141]. Shareholder Information - Income and losses are shared pro rata between Class A and Class B ordinary shares, assuming a business combination as the most likely outcome[135]. - As of June 30, 2022, there were no dilutive securities or contracts that could potentially be converted into ordinary shares, resulting in diluted net income (loss) per ordinary share being the same as basic net income (loss) per share[136]. Administrative Expenses - The company incurred $30,000 in administrative expenses-related party for the three months ended June 30, 2022, consistent with the previous year[128].
two(TWOA) - 2022 Q1 - Quarterly Report
2022-05-16 20:32
Financial Performance - The company had a net loss of approximately $400,000 for the three months ended March 31, 2022, which included $243,000 in general and administrative expenses and $126,000 in loss from investments held in the Trust Account[115]. - The company incurred offering costs of approximately $11.1 million related to the Initial Public Offering, including $7.0 million for deferred underwriting commissions[103]. - The company incurred $30,000 in administrative expenses related to the Sponsor for the three months ended March 31, 2022[120]. Cash and Capital - As of March 31, 2022, the company had approximately $657,000 in cash and working capital of approximately $897,000[109]. - The company raised gross proceeds of $200.0 million from its Initial Public Offering by selling 20,000,000 Class A ordinary shares at $10.00 per share[103]. - The company placed $214.4 million in a Trust Account, which invests only in U.S. government securities or money market funds until a Business Combination is completed[105]. - The company has no outstanding amounts under any Working Capital Loans as of March 31, 2022[110]. Business Combination Plans - The company plans to complete a Business Combination prior to the mandatory liquidation date of April 1, 2023[112]. - The company has 21,437,500 Class A ordinary shares subject to possible redemption, classified as temporary equity[122]. Regulatory and Reporting Considerations - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[130]. - The company is evaluating the benefits of relying on reduced reporting requirements provided by the JOBS Act, which may exempt it from certain disclosures for five years post-IPO[131]. - As a smaller reporting company, the company is not required to provide certain market risk disclosures[132]. Impact of COVID-19 - The company has identified the impact of the COVID-19 pandemic as uncertain and has not made adjustments to its financial statements based on this uncertainty[113].
two(TWOA) - 2021 Q4 - Annual Report
2022-03-31 21:10
IPO and Offering Details - The company completed its Initial Public Offering (IPO) on April 1, 2021, selling 20,000,000 Class A ordinary shares at $10.00 per share, generating gross proceeds of $200.0 million[270]. - The company incurred offering costs of approximately $11.1 million, including $7.0 million for deferred underwriting commissions[270]. - The underwriter was entitled to an underwriting discount of $0.20 per share, totaling $4.0 million, with an additional deferred fee of approximately $7.0 million payable upon completion of a Business Combination[291]. Financial Position - As of December 31, 2021, the company had approximately $983,000 in cash and working capital of approximately $1.2 million[275]. - The company reported a net loss of approximately $743,000 for the period from inception to December 31, 2021, primarily due to general and administrative expenses of approximately $688,000[281]. - As of December 31, 2021, the company had no borrowings under any Working Capital Loans, which may be provided by the Sponsor or affiliates for transaction costs related to a Business Combination[288]. - As of December 31, 2021, the company reported no dilutive securities, resulting in diluted net loss per ordinary share being the same as basic net loss per share for the period from January 15, 2021, through December 31, 2021[300]. - As of December 31, 2021, the company had no off-balance sheet arrangements[303]. Trust Account and Investments - The company placed $214.4 million of net proceeds from the IPO and Private Placement in a Trust Account, which will invest in U.S. government securities until a Business Combination is completed[272]. - Investments held in the Trust Account are primarily comprised of U.S. government securities with a maturity of 185 days or less, classified as trading securities, and presented at fair value[297]. - The net proceeds from the initial public offering were invested in cash and U.S. government securities, with no significant market or interest rate risk identified as of December 31, 2021[306]. Business Combination Requirements - The company has a requirement to complete one or more initial Business Combinations with an aggregate fair market value of at least 80% of the assets held in the Trust Account[273]. - The company has 21,437,500 Class A ordinary shares subject to possible redemption, classified as temporary equity on the balance sheet as of December 31, 2021[294]. - The company recognized changes in the redemption value of redeemable Class A ordinary shares immediately, adjusting the carrying value to equal the redemption value at the end of each reporting period[295]. Accounting and Compliance - The company adopted ASU No. 2020-06 on January 15, 2021, which simplifies accounting for convertible instruments and did not impact its financial position or results of operations[301]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[304]. - The company has not engaged in any hedging activities since inception and does not expect to do so in the future[307]. Administrative Expenses - The company incurred $90,000 in administrative expenses related to a support agreement with the Sponsor from inception through December 31, 2021[289].
two(TWOA) - 2021 Q3 - Quarterly Report
2021-11-15 21:02
IPO and Fundraising - The company completed its Initial Public Offering (IPO) on April 1, 2021, raising gross proceeds of $200.0 million from the sale of 20,000,000 Class A ordinary shares at $10.00 per share[109]. - An additional 1,437,500 Class A ordinary shares were sold through an over-allotment option, generating approximately $14.4 million in gross proceeds[109]. - The total net proceeds of $214.4 million from the IPO and private placements were placed in a trust account, which will invest in U.S. government securities until a business combination is completed[111]. - The underwriter received an underwriting discount of $0.20 per share, totaling $4.0 million, with an additional deferred fee of approximately $7.0 million payable upon completion of a business combination[132]. Financial Performance - As of September 30, 2021, the company reported a net loss of approximately $212,000 for the three months ended, with general and administrative expenses of approximately $198,000[120]. - Cumulative net loss from inception through September 30, 2021, amounted to approximately $567,000, primarily due to general and administrative expenses[121]. - The company had approximately $1.1 million in cash and working capital of approximately $1.4 million as of September 30, 2021[115]. - The company incurred $30,000 in administrative expenses related to the Sponsor for the three months ended September 30, 2021[130]. - As of September 30, 2021, there were no dilutive securities, resulting in diluted net loss per ordinary share being the same as basic net loss per share for the three months ended September 30, 2021[139]. Accounting and Reporting - The company adopted ASU No. 2020-06 on January 15, 2021, which simplifies accounting for convertible instruments, but it did not impact the financial position, results of operations, or cash flows[140]. - As of September 30, 2021, there were no off-balance sheet arrangements[142]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[143]. - The company is evaluating the benefits of relying on reduced reporting requirements provided by the JOBS Act, which may exempt it from certain disclosures for five years following the Initial Public Offering[144]. Risks and Obligations - The company is subject to risks associated with emerging growth companies and has not yet generated operating revenues[108][119]. - The company has a working capital loan agreement with the Sponsor, with no amounts outstanding as of September 30, 2021[128]. - The portfolio of investments held in the Trust Account consists of U.S. government securities with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities[135].
two(TWOA) - 2021 Q2 - Quarterly Report
2021-08-16 20:53
IPO and Fundraising - The company completed its Initial Public Offering (IPO) on April 1, 2021, raising gross proceeds of $200.0 million from the sale of 20,000,000 Class A ordinary shares at $10.00 per share[102]. - An additional 1,437,500 Class A ordinary shares were sold through an over-allotment option, generating approximately $14.4 million in gross proceeds[102]. - The total net proceeds of $214.4 million from the IPO and private placements were placed in a trust account, which will invest in U.S. government securities until a business combination is completed[104]. - The underwriter received an underwriting discount of $0.20 per share, totaling $4.0 million, with an additional deferred fee of approximately $7.0 million payable upon completion of a business combination[127]. - Offering costs related to the Initial Public Offering included legal, accounting, and underwriting fees charged to shareholders' equity upon completion in April 2021[133]. Financial Performance - As of June 30, 2021, the company reported a net loss of approximately $267,000 for the three months ended June 30, 2021, primarily due to general and administrative expenses[113]. - Cumulative net loss from inception (January 15, 2021) through June 30, 2021, was approximately $355,000, with general and administrative expenses accounting for the majority[115]. - The company had approximately $1.2 million in cash and working capital of approximately $1.6 million as of June 30, 2021[108]. - The company incurred $30,000 in administrative expenses related to services provided by the Sponsor during the three months ended June 30, 2021[125]. - As of June 30, 2021, there were no dilutive securities, resulting in diluted loss per share being the same as basic loss per share for the period presented[135]. - The net income (loss) per ordinary share is calculated based on income from the Trust Account, adjusted for taxes and weighted average shares outstanding[134]. Trust Account and Investments - The portfolio of investments held in the Trust Account consists of U.S. government securities with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities[130]. - The estimated fair values of investments held in the Trust Account are determined using available market information, with gains and losses included in income from investments[132]. Company Status and Compliance - The company is subject to risks associated with emerging growth companies and has not yet generated any operating revenues[101][112]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[139]. - The company is evaluating the benefits of relying on reduced reporting requirements provided by the JOBS Act, which may exempt it from certain disclosures for five years following the IPO[141]. - The company did not have any off-balance sheet arrangements as of June 30, 2021[138]. Accounting Policies - The company adopted ASU No. 2020-06 on January 15, 2021, which simplifies accounting for convertible instruments, but this did not impact the financial position or results of operations[136]. - The company does not believe that any recently issued accounting standards updates would have a material effect on the financial statements[137].
two(TWOA) - 2021 Q1 - Quarterly Report
2021-06-28 21:07
IPO and Fundraising - The company completed its Initial Public Offering (IPO) on April 1, 2021, raising gross proceeds of $200.0 million from the sale of 20,000,000 Class A ordinary shares at $10.00 per share[89]. - An additional 1,437,500 Class A ordinary shares were sold through an over-allotment option, generating approximately $14.4 million in gross proceeds[89]. - The total net proceeds of $214.4 million from the IPO and private placements were placed in a trust account, which will invest in U.S. government securities until a business combination is completed[91]. - The underwriter received an underwriting discount of $0.20 per share, totaling $4.0 million, with an additional deferred commission of approximately $7.0 million contingent on the completion of a business combination[111]. Financial Position - As of March 31, 2021, the company reported a net loss of approximately $87,000, primarily due to general and administrative expenses[100]. - The company had approximately $2.0 million in cash and working capital of approximately $1.4 million as of March 31, 2021[95]. - The company has a working capital loan agreement with the Sponsor, allowing for up to $300,000 in funding for transaction costs related to a business combination[106]. - The company is required to complete a business combination with an aggregate fair market value of at least 80% of the assets held in the trust account[93]. - If a business combination is not completed within the specified period, the company will redeem public shares at a price equal to the amount in the trust account[94]. Administrative and Reporting Requirements - The company has agreed to pay the Sponsor $10,000 per month for administrative services starting from the listing date on the New York Stock Exchange[109]. - The company early adopted ASU No. 2020-06 on January 15, 2021, which simplifies accounting for convertible instruments and did not impact financial position, results of operations, or cash flows[117]. - As of March 31, 2021, the company reported no off-balance sheet arrangements[119]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[120]. - The company is evaluating the benefits of reduced reporting requirements under the JOBS Act, which may exempt it from certain disclosures for five years post-IPO[121]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[123].