IPO and Offering Details - 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 [266]. - An additional 1,437,500 Class A ordinary shares were sold through an over-allotment option, generating approximately $14.4 million in gross proceeds [266]. - The company incurred approximately $11.1 million in offering costs related to the IPO, including $7.0 million for deferred underwriting commissions [266]. - The underwriter received an underwriting discount of $0.20 per share, totaling $4.0 million, with an additional deferred fee of $0.35 per share, approximately $7.0 million, contingent on a Business Combination [289]. - The underwriter partially exercised the over-allotment option, earning an additional fee of approximately $755,000, with about $503,000 for deferred underwriting commissions [290]. - A financial advisory arrangement with Oppenheimer includes a transaction fee of $7.0 million and a financing fee of 4.0% of the principal balance placed, subject to a minimum fee of $2.0 million, contingent upon a Business Combination [291]. - Offering costs related to the Initial Public Offering included legal, accounting, and underwriting fees, charged against the carrying value of Class A ordinary shares [298]. Financial Performance - As of December 31, 2022, the company reported a net income of approximately $1.5 million, driven by $2.9 million in income from investments held in the Trust Account, offset by $1.2 million in general and administrative expenses [279]. - The company has not generated any operating revenues as of December 31, 2022, as all activities have been focused on the search for a target for its initial Business Combination [278]. - The company incurred $120,000 and $90,000 in administrative support expenses for the years ended December 31, 2022, and 2021, respectively [292]. - Net income (loss) per ordinary share is calculated by dividing net income (loss) by the weighted average shares of ordinary shares outstanding [299]. Trust Account and Investments - The company has placed $214.4 million in a Trust Account, which will only invest in U.S. government securities until a Business Combination is completed or the Trust Account is distributed [268]. - Investments held in the Trust Account are comprised of U.S. government securities and money market funds, classified as trading securities or recognized at fair value [297]. - The company recognized changes in the redemption value of Class A ordinary shares immediately, adjusting the carrying value to equal the redemption value at the end of each reporting period [296]. Liquidity and Going Concern - The company had a working capital deficit of approximately $187,000 as of December 31, 2022, with liquidity needs primarily met through loans and proceeds from the Private Placement [271]. - 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 [275]. - The company must complete a Business Combination with an aggregate fair market value of at least 80% of the assets held in the Trust Account [269]. Shareholder and Equity Information - As of December 31, 2022, there were 21,437,500 Class A ordinary shares subject to possible redemption, classified as temporary equity [295]. - The Sponsor forfeited all 628,750 Private Placement Shares on December 30, 2022, which were originally purchased for approximately $6.0 million [267]. - As of December 31, 2022, the company did not have any off-balance sheet arrangements [302].
two(TWOA) - 2022 Q4 - Annual Report