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 March 31, 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)

(212) 266-0085

(Issuer’s telephone number)

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

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 June 15, 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 March 31, 2021(Unaudited) and December 31, 2020		1
Condensed Statement of Operations for the three months ended March 31,2021 (Unaudited)		2
Condensed Statement of Changes in Shareholders’ Equity for the three months ended March 31, 2021 (Unaudited)		3
Condensed Statement of Cash Flows for the three months ended March 31, 2021 (Unaudited)		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


	March 31, 2021		December 31, 2020
	(Unaudited)
ASSETS
Current assets
Cash	$	3,841,936	$	—
Prepaid expenses and other current assets		705,724		—
Total Current Assets		4,547,660		—

Deferred offering costs		—		197,790
Cash and marketable securities held in Trust Account		345,006,966		—
TOTAL ASSETS	$	349,554,626	$	197,790

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accrued expenses	$	10,000	$	6,093
Accrued offering costs		316,999		120,540
Promissory note – related party		—		52,250
Total Current Liabilities		326,999		178,883

Warrant liability		13,703,000		—
Deferred underwriting fee payable		12,075,000		—
Total Liabilities		26,104,999		178,883

Commitments and contingencies

Class A ordinary shares subject to possible redemption 31,844,962 and no shares at $10.00 per share redemption value as of March 31, 2021 and December 31, 2020, respectively		318,449,620		—

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; 2,655,038 and no shares issued and outstanding (excluding 31,844,962 and no shares subject to possible redemption) at March 31, 2021 and December 31, 2020, respectively		266		—
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 8,625,000 shares issued and outstanding		863		863
Additional paid-in capital		478,279		24,137
Retained earnings/(Accumulated deficit)		4,520,599		(6,093)
Total Shareholders’ Equity		5,000,007		18,907
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	349,554,626	$	197,790


Operating and formation costs	$	41,925
Loss from operations		(41,925)

Other income (expense):
Change in fair value of warrant liability		5,211,000
Transaction costs allocable to warrants		(649,349)
Interest earned on marketable securities held in Trust Account		6,966
Other income, net		4,568,617

Net income	$	4,526,692

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

Weighted average shares outstanding, Class B ordinary shares		7,787,500
Basic and diluted net income per share, Class B ordinary shares	$	0.58


									(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 (unaudited)	2,655,038	$	266	8,625,000	$	863	$	478,279	$	4,520,599	$	5,000,007


Cash Flows from Operating Activities:
Net income	$	4,526,692
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(6,966)
Change in fair value of warrant liability		(5,211,000)
Transaction costs allocable to warrants		649,349
Changes in operating assets and liabilities:
Prepaid expenses		(705,724)
Accrued expenses		3,907
Net cash used in operating activities		(743,742)

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		(124,432)
Net cash provided by financing activities		349,585,678

Net Change in Cash		3,841,936
Cash – Beginning of period		—
Cash – End of period	$	3,841,936

Non-Cash investing and financing activities:
Offering costs included in accrued offering costs	$	316,999
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	$	5,176,040
Deferred underwriting fee payable	$	12,075,000


	As
	Previously				As
	Reported		Adjustments		Revised

Balance sheet as of March 9, 2021
Warrant Liability	$	—	$	18,914,000	$	18,914,000
Total Liabilities		12,612,414		18,914,000		31,526,414
Class A Ordinary Shares Subject to Possible Redemption		332,187,580		(18,914,000)		313,273,580
Class A Ordinary Shares		128		189		317
Additional Paid-in Capital		5,000,108		649,160		5,654,268
Accumulated Deficit		(6,093)		(649,349)		(655,442)


	Three Months
	Ended
	March 31,
	2021
Class A Ordinary Shares
Numerator: Earnings allocable to Class A Ordinary Shares
Interest Income	$	6,966
Net Earnings	$	6,966
Denominator: Weighted Average Class A Ordinary Shares
Class A Ordinary Shares, Basic and Diluted		34,500,000
Earnings/Basic and Diluted Class A Ordinary Shares	$	0.00

Class B Ordinary Shares
Numerator: Net Income minus Net Earnings
Net Income	$	4,526,692
Net Earnings		(6,966)
Net Income	$	4,519,726
Denominator: Weighted Average Class B Ordinary Shares
Class B Ordinary Shares, Basic and Diluted		7,787,500
Income/Basic and Diluted Class B Ordinary Shares	$	0.58


				Gross
		Amortized		Holding
	Held-To-Maturity	Cost		Gain		Fair Value
March 31, 2021	U.S. Treasury Securities (Mature on 6/10/2021)	$	345,006,447	$	13,202	$	345,019,649


		March 31,
Description	Level	2021
Assets:
U.S. Treasury Securities	1	$	345,019,649
Liabilities:
Warrant Liability – Public Warrants	3	$	8,165,000
Warrant Liability – Private Placement Warrants	3	$	5,538,000


	March 9, 2021
	(Initial Measurement)			March 31, 2021
Unit price	$	10.02		$	9.88
Exercise price	$	11.50		$	11.50
Term to initial business combination (in years)		1.0			0.9
Volatility		15.0	%		12.0	%
Risk-free rate		1.03	%		1.15	%
Dividend yield		0.0	%		0.0	%

	TAILWIND TWO ACQUISITION CORP.

Date: June 15, 2021	By:	/s/ Matthew Eby
	Name:	Matthew Eby
	Title:	Co-Chief Executive Officer and Chief Financial Officer


		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

No.		Description of Exhibit
3.1⁽¹⁾		Amended and Restated Memorandum and Articles of Association
4.1⁽¹⁾		Warrant Agreement between Continental Stock Transfer & Trust Company and the Company
10.1⁽¹⁾		Investment Management Trust Account Agreement between Continental Stock Transfer & Trust Company and the Company
10.2⁽¹⁾		Registration and Shareholder Rights Agreement between the Company and the Sponsor
10.3⁽¹⁾		Private Placement Warrants Purchase Agreement between the Company and the Sponsor
10.4⁽¹⁾		Administrative Services Agreement between the Company and the Sponsor
10.5⁽¹⁾		Letter Agreement among the Company, the Sponsor and the Company’s officers and directors
31.1*		Certification of Co-Principal Executive Officer and Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Co-Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a- 14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1+		Certification of Co-Principal Executive Officer and Principal Financial 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 Co-Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		XBRL Instance Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

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