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 Q4 - Annual Report