UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2023

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

For the transition period from __________ to __________

two

(Exact name of registrant as specified in its charter)

Cayman Islands

001-40292

98-1577238

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(IRS Employer

Identification No.)

900 Kearney St, Suite 610

San Francisco, California

94133

(Address Of Principal Executive Offices)

(Zip Code)

(415) 480-1752

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, 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
Class A ordinary shares, par value $0.0001 per share		TWOA		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, smaller reporting company, or an emerging growth company. See the 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 11, 2023, 5,000,013 Class A ordinary shares, par value $0.0001 per share, and 5,359,375 Class B ordinary shares, par value $0.0001 per share, were issued and outstanding, respectively.

TWO

Form 10-Q

Table of Contents

		Page No.
PART I. FINANCIAL INFORMATION

Item 1.	Interim Condensed Financial Statements	1
	Condensed Balance Sheets as of June 30, 2023 (Unaudited) and December 31, 2022	1
	Unaudited Condensed Statements of Operations for the Three and Six Months Ended June 30, 2023 and 2022	2
	Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the Three and Six Months Ended June 30, 2023 and 2022	3
	Unaudited Condensed Statements of Cash Flows for the Six Months Ended June 30, 2023 and 2022	4
	Notes to Unaudited Condensed Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21
Item 4.	Controls and Procedures	21

PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	22
Item 1A.	Risk Factors	22
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	22
Item 3.	Defaults Upon Senior Securities	22
Item 4.	Mine Safety Disclosures	22
Item 5.	Other Information	22
Item 6.	Exhibits	23
SIGNATURES		24

	JUNE 30, 2023			DECEMBER 31, 2022
	(unaudited)
ASSETS
Current assets:
Cash	$	24,967		$	336,252
Prepaid expenses		270,595			86,399
Total current assets		295,562			422,651
Marketable securities held in Trust Account		51,954,200			217,265,704
Total Assets	$	52,249,762		$	217,688,355

LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	-		$	1,991
Accrued expenses		645,096			608,096
Note payable-related party		668,414			-
Total current liabilities		1,313,510			610,087
Deferred underwriting commissions		-			7,503,125
Total liabilities		1,313,510			8,113,212

Commitments and Contingencies		-			-

Class A ordinary shares subject to possible redemption, $0.0001 par value; 5,000,013 and 21,437,500 shares at $10.37 and $10.13 per share at June 30, 2023 and December 31, 2022, respectively		51,854,200			217,165,704

Shareholders’ deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		-			-
Class A ordinary shares, $0.0001 par value; 400,000,000 shares authorized; none issued or outstanding (excluding 5,000,013 and 21,437,500 shares subject to possible redemption at June 30, 2023 and December 31, 2022, respectively)		-			-
Class B ordinary shares, $0.0001 par value; 10,000,000 shares authorized; 5,359,375 shares issued and outstanding		536			536
Ordinary shares		536			536
Additional paid-in capital		-			-
Accumulated deficit		(918,484	)		(7,591,097	)
Total shareholders’ deficit		(917,948	)		(7,590,561	)
Total Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit	$	52,249,762		$	217,688,355

	For The Three Months Ended June 30, 2023			For The Three Months Ended June 30, 2022			For The Six Months Ended June 30, 2023			For The Six Months Ended June 30, 2022

General and administrative expenses	$	433,603		$	170,491		$	830,512		$	443,859
Loss from operations		(433,603	)		(170,491	)		(830,512	)		(443,859	)
Gain on marketable securities (net), dividends and interest, held in Trust Account		1,291,070			305,707			2,925,264			179,394
Income (loss) before taxes		857,467			135,216			2,094,752			(264,465	)
Income tax expense		-			-			-			-
Net income (loss)	$	857,467		$	135,216		$	2,094,752		$	(264,465	)
Weighted average shares outstanding of Class A ordinary shares subject to possible redemption, basic and diluted		5,000,013			22,066,250			13,173,349			22,066,250
Basic and diluted net income (loss) per share, Class A ordinary shares subject to possible redemption	$	0.08		$	0.00		$	0.11		$	(0.01	)
Weighted average shares outstanding of Class B non-redeemable ordinary shares, basic and diluted		5,359,375			5,359,375			5,359,375			5,359,375
Basic and diluted net income (loss) per share, Class B non-redeemable ordinary shares	$	0.08		$	0.00		$	0.11		$	(0.01	)

	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
	Ordinary Shares								Additional					Total
	Class A				Class B				Paid-In		Accumulated			Shareholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance as of January 1, 2023		-	$	-		5,359,375	$	536	$	-	$	(7,591,097	)	$	(7,590,561	)
Remeasurement of Class A ordinary shares to redemption value		-		-		-		-		-		5,868,931			5,868,931
Net income		-		-		-		-		-		1,237,285			1,237,285
Balance as of March 31, 2023		-	$	-		5,359,375	$	536	$	-	$	(484,881	)	$	(484,345	)

Remeasurement of Class A ordinary shares to redemption value				-		-		-		-		(1,291,070	)		(1,291,070	)
Net income		-		-		-		-		-		857,467			857,467
Balance as of June 30, 2023		-	$	-		5,359,375	$	536	$	-	$	(918,484	)	$	(917,948	)

	Ordinary Shares								Additional					Total
	Class A				Class B				Paid-In		Accumulated			Shareholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance as of January 1, 2022		628,750	$	63		5,359,375		536	$	-	$	(6,297,679	)	$	(6,297,080	)
Net loss		-		-		-		-		-		(399,681	)		(399,681	)
Balance as of March 31, 2022		628,750	$	63		5,359,375	$	536	$	-	$	(6,697,360	)	$	(6,696,761	)
Balance , value		628,750	$	63		5,359,375	$	536	$	-	$	(6,697,360	)	$	(6,696,761	)
Remeasurement of Class A ordinary shares to redemption value		-		-		-		-		-		114,951			114,951
Net income		-		-		-		-		-		135,216			135,216
Net income (loss)		-		-		-		-		-		135,216			135,216
Balance as of June 30, 2022		628,750	$	63		5,359,375	$	536	$	-	$	(6,447,193	)	$	(6,446,594	)
Balance, value		628,750	$	63		5,359,375	$	536	$	-	$	(6,447,193	)	$	(6,446,594	)

	For The Six Months Ended June 30, 2023			For The Six Months Ended June 30, 2022
Cash Flows from Operating Activities
Net income (loss)	$	2,094,752		$	(264,465	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Gain on marketable securities (net), dividends and interest, held in Trust Account		(2,925,264	)		(179,394	)
Changes in operating assets and liabilities:
Prepaid and other assets		(184,196	)		103,124
Accounts payable		(1,991	)		(151,762	)
Accrued expenses		37,000			81,835
Net cash used in operating activities		(979,699	)		(410,662	)

Cash Flows from Investing Activities
Trust Account Withdrawal - redemption		168,236,768			-
Net cash provided by investing activities		168,236,768			-

Cash Flows from Financing Activities
Redemption of 16,437,487 Class A shares		(168,236,768	)		-
Proceeds from note payable - related party		668,414			-
Offering costs paid, net of reimbursement from underwriter		-			(85,000	)
Net cash used in financing activities		(167,568,354	)		(85,000	)

Net decrease in cash		(311,285	)		(495,662	)
Cash - beginning of period		336,252			983,362
Cash - end of period	$	24,967		$	487,700

Supplemental disclosure of noncash investing and financing activities:
Deferred underwriting fees payable	$	(7,503,125	)	$	-

●	Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●	Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

●	Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Class A ordinary shares subject to possible redemption, December 31, 2022	$	217,165,704
Class A ordinary shares tendered for redemption		(168,236,768	)
Plus:
Waiver of Class A shares issuance costs		7,503,125
Less:
Change in redemption value of Class A ordinary shares subject to possible redemption amount		(4,577,861	)
Class A ordinary shares subject to possible redemption, June 30, 2023	$	51,854,200

Period	(a) Total number of shares (or units) purchased		(b) Average price paid per share (or unit)		(c) Total number of shares (or units) purchased as part of publicly announced plans or programs		(d) Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs
April 1 – April 30, 2023		16,437,487	$	10.23		—		—

May 1 – May 31, 2023		—		—		—		—

June 1 – June 30, 2023		—		—		—		—

Exhibit Number		Description

31.1*		Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Chief Financial Officer (Principal Financial Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**		Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**		Certification of Chief Financial Officer (Principal Financial Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		Inline XBRL Instance Document

101.SCH		Inline XBRL Taxonomy Extension Schema Document.

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

	two

Date: August 11, 2023	By:	/s/ Thomas Hennessy
	Name:	Thomas Hennessy
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Date: August 11, 2023	By:	/s/ Nicholas Geeza
	Name:	Nicholas Geeza
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

SEC Form 10-Q filed by two