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 September 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 November 12, 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 September 30, 2021(Unaudited) and December 31, 2020		1
Unaudited Condensed Statements of Operations for the Three and Nine months Ended September 30,2021		2
Unaudited Condensed Statements of Changes in Shareholders’ Equity (Deficit) for the Three and Nine months Ended September 30, 2021		3
Unaudited Condensed Statement of Cash Flows for the Nine months Ended September 30, 2021		4
Notes to Condensed Financial Statements (Unaudited)		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		21
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk		24
Item 4. Controls and Procedures		24
Part II. Other Information
Item 1. Legal Proceedings		25
Item 1A. Risk Factors		25
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		25
Item 3. Defaults Upon Senior Securities		25
Item 4. Mine Safety Disclosures		25
Item 5. Other Information		25
Item 6. Exhibits		26
Part III. Signatures		27


	September 30, 2021		December 31, 2020
	(Unaudited)
ASSETS
Current assets
Cash	$	3,191,581	$	—
Prepaid expenses and other current assets		565,282		—
Total Current Assets		3,756,863		—

Deferred offering costs		—		197,790
Investments held in Trust Account		345,055,724		—
TOTAL ASSETS	$	348,812,587	$	197,790

LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY
Current liabilities
Accrued expenses	$	1,320,800	$	6,093
Accrued offering costs		12,000		120,540
Promissory note – related party		—		52,250
Total Current Liabilities		1,332,800		178,883

Warrant liabilities		19,107,000		—
Deferred underwriting fee payable		12,075,000		—
Total Liabilities		32,514,800		178,883

Commitments and contingencies

Class A ordinary shares subject to possible redemption 34,500,000 and no shares at $10.00 per share redemption value as of September 30, 2021 and December 31, 2020, respectively		345,000,000		—

Shareholders’ (Deficit) 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 no shares issued and outstanding, excluding 34,500,000 and no shares subject to possible redemption, as of September 30, 2021 and December 31, 2020, respectively		—		—
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 8,625,000 shares issued and outstanding as of September 30, 2021 and December 31, 2020		863		863
Additional paid-in capital		—		24,137
Accumulated deficit		(28,703,076)		(6,093)
Total Shareholders’ (Deficit) Equity		(28,702,213)		18,907
TOTAL LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY	$	348,812,587	$	197,790


	Three Months		Nine Months
	Ended		Ended
	September 30,		September 30,
	2021		2021

General and administrative expenses	$	1,597,881	$	1,838,523
Loss from operations		(1,597,881)		(1,838,523)

Other income (expense):
Change in fair value of warrant liabilities		193,000		(193,000)
Transaction costs allocable to warrants		—		(649,349)
Interest earned on investments held in Trust Account		21,223		55,724
Total other income (expense), net		214,223		(786,625)

Net loss	$	(1,383,658)	$	(2,625,148)

Weighted average shares outstanding, Class A ordinary shares		34,500,000		25,906,593
Basic and diluted net loss per share, Class A ordinary shares	$	(0.03)	$	(0.08)

Weighted average shares outstanding, Class B ordinary shares		8,625,000		8,348,901
Basic and diluted net loss per share, Class B ordinary shares	$	(0.03)	$	(0.08)


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

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

Accretion to Class A Ordinary Shares subject to possible redemption	—		—	—		—		(4,080,137)		(26,071,835)		(30,151,972)

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

Balance – March 31, 2021 (unaudited)	—	$	—	8,625,000	$	863	$	—	$	(21,551,236)	$	(21,550,373)

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

Balance – June 30, 2021 (unaudited)	—	$	—	8,625,000	$	863	$	—	$	(27,319,418)	$	(27,318,555)

Net loss	—		—	—		—		—		(1,383,658)		(1,383,658)

Balance – September 30, 2021 (unaudited)	—	$	—	8,625,000	$	863	$	—	$	(28,703,076)	$	(28,702,213)


Cash Flows from Operating Activities:
Net loss	$	(2,625,148)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on investments held in Trust Account		(55,724)
Change in fair value of warrant liabilities		193,000
Transaction costs allocable to warrants		649,349
Changes in operating assets and liabilities:
Prepaid expenses		(565,282)
Accrued expenses		1,314,707
Net cash used in operating activities	$	(1,089,098)

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		(429,431)
Net cash used in financing activities	$	349,280,679

Net Change in Cash		3,191,581
Cash – Beginning of period		—
Cash – End of period	$	3,191,581

Non-Cash investing and financing activities:
Offering costs included in accrued offering costs	$	12,000
Offering costs paid through promissory note	$	37,640
Initial classification of Class A ordinary shares subject to possible redemption	$	345,000,000
Deferred underwriting fee payable	$	12,075,000


	As Previously
Balance Sheet as of March 9, 2021 (audited)	Reported		Adjustment		As Revised
Class A ordinary shares subject to possible redemption	$	313,273,580	$	31,726,420	$	345,000,000
Class A ordinary shares	$	317	$	(317)	$	—
Additional paid-in capital	$	5,654,268	$	(5,654,268)	$	—
Accumulated deficit	$	(655,442)	$	(26,071,835)	$	(26,727,277)
Total Shareholders’ Deficit	$	5,000,006	$	(31,726,420)	$	(26,726,414)


Gross proceeds	$	345,000,000
Less:
Proceeds allocated to Public Warrants		(11,270,000)
Class A ordinary shares issuance costs		(18,881,972)
Plus:
Accretion of carrying value to redemption value		30,151,972
Class A ordinary shares subject to possible redemption	$	345,000,000


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2021				2021
	Class A		Class B		Class A		Class B

Basic and diluted net loss per ordinary share
Numerator:
Allocation of net loss, as adjusted	$	(1,106,926)	$	(276,732)	$	(1,985,335)	$	(639,813)
Denominator:
Basic and diluted weighted average shares outstanding		34,500,000		8,625,000		25,906,593		8,348,901
Basic and diluted net loss per ordinary share	$	(0.03)	$	(0.03)	$	(0.08)	$	(0.08)


				Gross
		Amortized		Holding
	Held-To-Maturity	Cost		Gain		Fair Value
September 30, 2021	U.S. Treasury Securities (Mature on 12/9/2021)	$	345,054,751	$	8,995	$

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