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 September 30, 2023

☐	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: 001-40292

two

(Exact name of registrant as specified in its charter)

Cayman Islands

98-1577238

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

195 US HWY 50, Suite 208

Zephyr Cove, NV

89448

(Address of principal executive offices)

(Zip Code)

(310) 954-9665

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 November 13, 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.	Financial Statements	1
	Condensed Balance Sheets as of September 30, 2023 (Unaudited) and December 31, 2022	1
	Unaudited Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2023 and 2022	2
	Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the Three and Nine Months Ended September 30, 2023 and 2022	3
	Unaudited Condensed Statements of Cash Flows for the Nine Months Ended September 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, Use of Proceeds, and Issuer Purchases of Equity 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


	September 30, 2023			December 31, 2022
		(unaudited)
ASSETS
Current assets:
Cash	$	41,849		$	336,252
Prepaid expenses		139,796			86,399
Total current assets		181,645			422,651
Marketable securities held in Trust Account		52,567,347			217,265,704
Total Assets	$	52,748,992		$	217,688,355

LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	281,916		$	1,991
Accrued expenses		955,886			608,096
Note payable-related party		1,218,414			-
Total current liabilities		2,456,216			610,087
Deferred underwriting commissions		-			7,503,125
Total liabilities		2,456,216			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 $10.49 and $10.13 per share at September 30, 2023 and December 31, 2022, respectively		52,467,347			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 September 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
Common stock, value		536			536

Additional paid-in capital		-			-
Accumulated deficit		(2,175,107	)		(7,591,097	)
Total shareholders’ deficit		(2,174,571	)		(7,590,561	)
Total Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit	$	52,748,992		$	217,688,355


	For The Three Months Ended September 30, 2023			For The Three Months Ended September 30, 2022			For The Nine Months Ended September 30, 2023			For The Nine Months Ended September 30, 2022

General and administrative expenses	$	1,226,623		$	588,383		$	1,997,135		$	972,242
Administrative expenses-related party		30,000			30,000			90,000			90,000
General and administrative expenses		30,000			30,000			90,000			90,000
Loss from operations		(1,256,623	)		(618,383	)		(2,087,135	)		(1,062,242	)
Gain on marketable securities (net), dividends and interest, held in Trust Account		613,147			903,538			3,538,411			1,082,932
Income (loss) before income tax expense		(643,476	)		285,155			1,451,276			20,690
Income tax expense		-			-			-			-
Net income (loss)	$	(643,476	)	$	285,155		$	1,451,276		$	20,690
Weighted average shares outstanding of Class A ordinary shares subject to possible redemption, basic and diluted		5,000,013			22,066,250			10,418,965			22,066,250
Basic and diluted net income (loss) per share, Class A ordinary shares subject to possible redemption	$	(0.06	)	$	0.01		$	0.09		$	0.00
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	$	(0.06	)	$	0.01		$	0.09		$	0.00


	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	)

Remeasurement of Class A ordinary shares to redemption value		-		-		-		-		-		(613,147	)		(613,147	)
Net loss		-		-		-		-		-		(643,476	)		(643,476	)
Balance as of September 30, 2023		-	$	-		5,359,375	$	536	$	-	$	(2,175,107	)	$	(2,174,571	)


	For The Nine Months Ended September 30, 2023			For The Nine Months Ended September 30, 2022
Cash Flows from Operating Activities
Net income	$	1,451,276		$	20,690
Adjustments to reconcile net income to net cash used in operating activities:
Gain on marketable securities (net), dividends and interest, held in Trust Account		(3,538,411	)		(1,082,932	)
Changes in operating assets and liabilities:
Prepaid expenses and other assets		(53,397	)		214,376
Accounts payable		279,925			(161,400	)
Accrued expenses		347,790			511,563
Net cash used in operating activities		(1,512,817	)		(497,703	)

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 ordinary shares		(168,236,768	)		-
Proceeds from note payable - related party		1,218,414			-
Offering costs paid, net of reimbursement from underwriter		-			(85,000	)
Net cash used in financing activities		(167,018,354	)		(85,000	)

Net change in cash		(294,403	)		(582,703	)
Cash - beginning of period		336,252			983,362
Cash - end of period	$	41,849		$	400,659

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.

	For The Three Months Ended September 30,										For The Nine Months Ended September 30,
	2023						2022				2023				2022
	Class A			Class B			Class A		Class B		Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per ordinary share:
Numerator:
Allocation of net income (loss)	$	(310,577	)	$	(332,899	)	$	229,431	$	55,724	$	958,326	$	492,950	$	16,647	$	4,043
Denominator:
Basic and diluted weighted average ordinary shares outstanding		5,000,013			5,359,375			22,066,250		5,359,375		10,418,965		5,359,375		22,066,250		5,359,375
Basic and diluted net income (loss) per ordinary share	$	(0.06	)	$	(0.06)		$	0.01	$	0.01	$	0.09	$	0.09	$	0.00	$	0.00

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 ordinary shares issuance costs		7,503,125
Less:
Change in redemption value of Class A ordinary shares subject to possible redemption amount		(3,964,714	)
Class A ordinary shares subject to possible redemption, September 30, 2023	$	52,467,347

Exhibit Number		Description

2.1		Business Combination Agreement, dated August 15, 2023, by and among two, LatAm Logistic Properties S.A., and, by a joinder agreement, each of Logistic Properties of the Americas and Logistic Properties of the Americas Subco (incorporated by reference to Exhibit 2.1 to two’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 21, 2023).

10.1		Voting Agreement, dated August 15, 2023, by and among two, LatAm Logistic Properties S.A., and JREP I Logistics Acquisition, L.P. (incorporated by reference to Exhibit 10.1 to two’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 21, 2023).

10.2		Lock-Up Agreement, dated August 15, 2023, by and among two, JREP I Logistics Acquisition, L.P., and, by a joinder agreement, Logistic Properties of the Americas (incorporated by reference to Exhibit 10.2 to two’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 21, 2023).

10.3		Amendment to Letter Agreement made and entered into as of August 15, 2023, by and among two, HC PropTech Partners III, LLC, two sponsor, and each of the shareholders of two listed on the signature pages thereto, and, by a joinder agreement, Logistic Properties of the Americas (incorporated by reference to Exhibit 10.3 to two’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 21, 2023).

10.4		Sponsor Letter Agreement, dated August 15, 2023, by and among HC PropTech Partners III, LLC, LatAm Logistic Properties S.A., and, by a joinder agreement, Logistic Properties of the Americas (incorporated by reference to Exhibit 10.4 to two’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 21, 2023).

10.5**		Promissory Note, dated as of August 7, 2023, issued by two to HC PropTech Partners III, LLC.

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: November 13, 2023	By:	/s/ Thomas D. Hennessy
	Name:	Thomas D. Hennessy
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Date: November 13, 2023	By:	/s/ Nicholas Geeza
	Name:	Nicholas Geeza
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)