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 Q2 - Quarterly Report