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 Q3 - Quarterly Report