UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended June 30, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-40170

TAILWIND TWO ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands

98-1211987

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

150 Greenwich Street, 29th Floor

New York, NY 10006

(Address of principal executive offices, including zip code)

(212) 266-0085

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-third of one redeemable warrant	TWNT.U	The New York Stock Exchange
Class A Ordinary Shares included as part of the units	TWNT	The New York Stock Exchange
Redeemable Warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50	TWNT WS	The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of August 13, 2021, there were 34,500,000 Class A ordinary shares, $0.0001 par value and 8,625,000 Class B ordinary shares, $0.0001 par value, issued and outstanding.

		Page
Part I. Financial Information
Item 1. Financial Statements
Condensed Balance Sheets as of June 30, 2021(Unaudited) and December 31, 2020 (Audited)		1
Unaudited Condensed Statements of Operations for the Three and Six Months Ended June 30,2021		2
Unaudited Condensed Statement of Changes in Shareholders’ Equity for the Three and Six Months Ended June 30, 2021		3
Unaudited Condensed Statement of Cash Flows for the Six Months Ended June 30, 2021		4
Notes to Condensed Financial Statements (Unaudited)		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		19
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk		22
Item 4. Controls and Procedures		22
Part II. Other Information
Item 1. Legal Proceedings		23
Item 1A. Risk Factors		23
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		24
Item 3. Defaults Upon Senior Securities		24
Item 4. Mine Safety Disclosures		24
Item 5. Other Information		24
Item 6. Exhibits		25
Part III. Signatures		26


	June 30, 2021		December 31, 2020
	(Unaudited)
ASSETS
Current assets
Cash	$	3,408,808	$	—
Prepaid expenses and other current assets		670,135		—
Total Current Assets		4,078,943		—

Deferred offering costs		—		197,790
Investments held in Trust Account		345,034,501		—
TOTAL ASSETS	$	349,113,444	$	197,790

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accrued expenses	$	40,000	$	6,093
Accrued offering costs		16,999		120,540
Promissory note – related party		—		52,250
Total Current Liabilities		56,999		178,883

Warrant liabilities		19,300,000		—
Deferred underwriting fee payable		12,075,000		—
Total Liabilities		31,431,999		178,883

Commitments and contingencies

Class A ordinary shares subject to possible redemption 31,268,144 and no shares at $10.00 per share redemption value as of June 30, 2021 and December 31, 2020, respectively		312,681,440		—

Shareholders’ Equity
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		—		—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 3,231,856 and no shares issued and outstanding (excluding 31,268,144 and no shares subject to possible redemption) as of June 30, 2021 and December 31, 2020, respectively		323		—
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 8,625,000 shares issued and outstanding as of June 30, 2021 and December 31, 2020		863		863
Additional paid-in capital		6,246,402		24,137
Accumulated deficit		(1,247,583)		(6,093)
Total Shareholders’ Equity		5,000,005		18,907
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	349,113,444	$	197,790


	Three Months		Six Months
	Ended		Ended
	June 30,		June 30,
	2021		2021

General and administrative expenses	$	198,717	$	240,642
Loss from operations		(198,717)		(240,642)

Other income (expense):
Change in fair value of warrant liabilities		(5,597,000)		(386,000)
Transaction costs allocable to warrants		—		(649,349)
Interest earned on investments held in Trust Account		27,535		34,501
Total other expense, net		(5,569,465)		(1,000,848)

Net loss	$	(5,768,182)	$	(1,241,490)

Weighted average shares outstanding, Class A ordinary shares		34,500,000		34,500,000
Basic and diluted net income per share, Class A ordinary shares	$	0.00	$	0.00

Weighted average shares outstanding, Class B ordinary shares		8,625,000		8,208,564
Basic and diluted net loss per share, Class B ordinary shares	$	(0.67)	$	(0.16)


									(Accumulated
	Class A			Class B			Additional		Deficit)		Total
	Ordinary Shares			Ordinary Shares			Paid-in		Retained		Shareholders’
	Shares	Amount		Shares	Amount		Capital		Earnings		Equity
Balance — January 1, 2021	—	$	—	8,625,000	$	863	$	24,137	$	(6,093)	$	18,907

Sale of 34,500,000 Units, net of underwriting discounts, offering costs and fair value of Public Warrant liability	34,500,000		3,450	—		—		314,844,578		—		314,848,028

Proceeds received in excess of fair value of Private Placement Warrants	—		—	—		—		4,056,000		—		4,056,000

Class A ordinary shares subject to possible redemption	(31,844,962)		(3,184)	—		—		(318,446,436)		—		(318,449,620)

Net income	—		—	—		—		—		4,526,692		4,526,692

Balance – March 31, 2021	2,655,038		266	8,625,000		863		478,279		4,520,599		5,000,007

Change in value of Class A ordinary shares subject to redemption	576,818		57	—		—		5,768,123		—		5,768,180

Net loss	—		—	—		—		—		(5,768,182)		(5,768,182)

Balance – June 30, 2021	3,231,856	$	323	8,625,000	$	863	$	6,246,402	$	(1,247,583)	$	5,000,005


Cash Flows from Operating Activities:
Net loss	$	(1,241,490)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on investments held in Trust Account		(34,501)
Change in fair value of warrant liability		386,000
Transaction costs allocable to warrants		649,349
Changes in operating assets and liabilities:
Prepaid expenses		(670,135)
Accrued expenses		33,907
Net cash used in operating activities		(876,870)

Cash Flows from Investing Activities:
Investment of cash in Trust Account		(345,000,000)
Net cash used in investing activities		(345,000,000)

Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid		338,100,000
Proceeds from sale of Private Placement Warrants		11,700,000
Repayment of promissory note – related party		(89,890)
Payment of offering costs		(424,432)
Net cash provided by financing activities		349,285,678

Net Change in Cash		3,408,808
Cash – Beginning of period		—
Cash – End of period	$	3,408,808

Non-Cash investing and financing activities:
Offering costs included in accrued offering costs	$	16,999
Offering costs paid through promissory note	$	37,640
Initial classification of Class A ordinary shares subject to possible redemption	$	313,273,580
Change in value of Class A ordinary shares subject to possible redemption	$	(592,140)
Deferred underwriting fee payable	$	12,075,000


				Gross
		Amortized		Holding
	Held-To-Maturity	Cost		Loss		Fair Value
June 30, 2021	U.S. Treasury Securities (Mature on 9/9/2021)	$	345,033,541	$	(17,595)	$	345,015,946


		June 30,
Description	Level	2021
Assets:
U.S. Treasury Securities	1	$	345,034,501
Liabilities:
Warrant Liability – Public Warrants	1	$	11,500,000
Warrant Liability – Private Placement Warrants	2	$	7,800,000


		Private Placement		Public		Warrant Liabilities
Fair value as of January 1, 2021	$	—	$	—	$	—
Initial measurement on March 9, 2021		7,644,000		11,270,000		18,914,000
Change in fair value		(2,106,000)		(3,105,000)		(5,211,000)
Fair value as of March 31, 2021		5,538,000		8,165,000		13,703,000
Change in fair value		2,262,000		3,335,000		5,597,000
Transfer to Level 1		—		(11,500,000)		(11,500,000)
Transfer to Level 2		(7,800,000)		—		(7,800,000)
Fair value as of June 30, 2021	$	—	$	—	$	—

SEC Form 10-Q filed by Tailwind Two Acquisition Corp.