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 Q3 - Quarterly Report