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 Q2 - Quarterly Report