Financial Performance - As of December 31, 2023, the company reported a net income of $1,272,511, with total general and administrative expenses amounting to $2,766,283 and a gain on investments of $4,158,794[165]. - The company has not generated any operating revenues as of December 31, 2023, and will only do so upon the completion of its initial business combination[164]. - The company has determined that there are substantial doubts about its ability to continue as a going concern due to liquidity issues[161]. - The net income per Ordinary Share is calculated by dividing net income by the weighted average number of Ordinary Shares outstanding for the respective period[178]. - There were no dilutive securities as of December 31, 2023, resulting in diluted net income per Ordinary Share being the same as basic net income per Ordinary Share[179]. Initial Public Offering - The company completed its Initial Public Offering on April 1, 2021, raising gross proceeds of $200.0 million from the sale of 20,000,000 Public Shares at $10.00 per share[147]. Business Combination - The company announced a Business Combination Agreement with a Merger Consideration of $286,000,000, payable in new Pubco Ordinary Shares valued at $10.00 each[154]. - The company has extended the deadline to complete a business combination to July 1, 2024, following shareholder approval[155]. Shareholder Activity - Public Shareholders redeemed a total of 16,437,487 and 808,683 Public Shares during the First and Second Extension Meetings, respectively[156]. - As of December 31, 2023, there are 4,191,330 Class A Ordinary Shares subject to possible redemption, down from 21,437,500 shares as of December 31, 2022[172]. - The company recognized changes in the redemption value of Class A Ordinary Shares, resulting in charges against additional paid-in capital and accumulated deficit[173]. Financial Position - The company has a working capital deficit of $3,073,719 as of December 31, 2023, and only $57,569 in cash[158]. - The company liquidated investments held in the Trust Account in March 2023, holding funds in an interest-bearing demand deposit account as of December 31, 2023[176]. Administrative Expenses - The company incurred $120,000 in administrative expenses for services provided under the Administrative Services Agreement for both 2023 and 2022[170]. - The underwriter received an underwriting discount of $0.20 per share, totaling $4.0 million, with an additional deferred commission of approximately $7.0 million[168]. Regulatory Compliance - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[181]. - 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[182]. - The company does not believe that any recently issued accounting standards updates will have a material effect on its financial statements[180]. Investment Portfolio - The company’s portfolio of investments in the Trust Account was originally comprised of U.S. government securities and money market funds[174].
two(TWOA) - 2023 Q4 - Annual Report