Form 10-Q

Large accelerated filer

Accelerated filer

Non-accelerated
filer

Smaller reporting company

Emerging growth company

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, 2022

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

For the transition period from

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.)


16 Funston Avenue , Suite A The Presidio of San Francisco San Francisco, California		94129
(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.

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

, 2022, 22,066,250 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.


PART I. FINANCIAL INFORMATION
Item 1.	Condensed Financial Statements (Unaudited)	1
	Condensed Balance Sheets as of June 30, 2022 (Unaudited) and December 31, 2021	1
	Unaudited Condensed Statements of Operations for the Three Months Ended June 30, 2022 and 2021, the Six Months Ended June 30, 2022 and for the Period from January 15, 2021 (Inception) Through June 30, 2021	2
	Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the Three and Six Months Ended June 30, 2022, the Three Months Ended June 30, 2021 and for the Period from January 15, 2021 (Inception) Through June 30, 2021	3
	Unaudited Condensed Statements of Cash Flows for the Six Months Ended June 30, 2022 and for the Period from January 15, 2021 (Inception) Through June 30, 2021	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	21
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	22
Signature		23


	June 30, 2022			December 31, 2021
	(Unaudited)
Assets
Current assets:
Cash	$	487,700		$	983,362
Prepaid expenses		308,901			412,025

Total current assets		796,601			1,395,387
Investments held in Trust Account		214,589,951			214,410,557

Total Assets	$	215,386,552		$	215,805,944

Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit
Current liabilities:
Accounts payable	$	11,538		$	163,300
Accrued expenses		58,434			61,599

Total current liabilities		69,972			224,899
Deferred underwriting commissions		7,503,125			7,503,125

Total liabilities		7,573,097			7,728,024
Commitments and Contingencies
Class A ordinary shares subject to possible redemption, $0.0001 par value; 21,437,500 shares at $10.005 and $10.000 per share at redemption value June 30, 2022 and December 31, 2021		214,489,951			214,375,000
Shareholders’ Deficit:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding at June 30, 2022 and December 31, 2021		—			—
Class A ordinary shares, $0.0001 par value; 400,000,000 shares authorized; 628,750 shares issued and outstanding (excluding 21,437,500 shares subject to possible redemption) at June 30, 2022 and December 31, 2021		63			63
Class B ordinary shares, $0.0001 par value; 10,000,000 shares authorized; 5,359,375 shares issued and outstanding at June 30, 2022 and December 31, 2021		536			536
Additional paid-in capital		—			—
Accumulated deficit		(6,677,095	)		(6,297,679	)

Total shareholders’ deficit		(6,676,496	)		(6,297,080	)

Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	$	215,386,552		$	215,805,944


										For The Period From January 15, 2021 (Inception) through June 30, 2021
	For The Three Months Ended June 30,						For The Six Months Ended June 30, 2022
	2022			2021			For The Six Months Ended June 30, 2022
General and administrative expenses	$	140,491		$	239,161		$	383,859		$	327,067
Administrative expenses - related party		30,000			30,000			60,000			30,000

Loss from operations		(170,491	)		(269,161	)		(443,859	)		(357,067	)
Income from investments held in Trust Account		305,707			1,952			179,394			1,952

Net income (loss)	$	135,216		$	(267,209	)	$	(264,465	)	$	(355,115	)

Weighted average shares outstanding of Class A ordinary shares, basic and diluted		22,066,250			21,872,898			22,066,250			12,362,943

Basic and diluted net income (loss) per share, Class A ordinary shares	$	0.00		$	(0.01	)	$	(0.01	)	$	(0.02	)

Weighted average shares outstanding of Class B ordinary shares, basic and diluted		5,359,375			5,311,985			5,359,375			5,176,339

Basic and diluted net income (loss) per share, Class B ordinary shares	$	0.00		$	(0.01	)	$	(0.01	)	$	(0.02	)


	Ordinary Shares								Additional Paid-in Capital				Total Shareholders’ Deficit
	Class A				Class B						Accumulated Deficit
	Shares		Amount		Shares		Amount				Accumulated Deficit
Balance - December 31, 2021		628,750	$	63		5,359,375	$	536	$	—	$	(6,297,679)	$	(6,297,080)
Net loss		—		—		—		—		—		(399,681)		(399,681)

Balance - March 31, 2022 (Unaudited)		628,750		63		5,359,375		536		—		(6,697,360)		(6,696,761)
Increase in redemption value of Class A ordinary shares subject to possible redemption		—		—		—		—		—		(114,951)		(114,951)
Net income		—		—		—		—		—		135,216		135,216

Balance - June 30, 2022 (Unaudited)		628,750	$	63		5,359,375	$	536	$	—	$	(6,677,095)	$	(6,676,496)


	For The Six Months Ended June 30, 2022			For The Period From January 15, 2021 (Inception) through June 30, 2021
Cash Flows from Operating Activities:
Net loss	$	(264,465	)	$	(355,115	)
Adjustments to reconcile net loss to net cash used in operating activities:
General and administrative expenses paid by related party in exchange for issuance of Class B ordinary shares		—			25,000
Income from investments held in Trust Account		(179,394	)		(1,952	)
Changes in operating assets and liabilities:
Prepaid expenses		103,124			(584,637	)
Accounts payable		(151,762	)		66,123
Accrued expenses		81,835			31,787

Net cash used in operating activities		(410,662	)		(818,794	)

Cash Flows from Investing Activities
Cash deposited in Trust Account		—			(214,375,000)

Net cash used in investing activities		—			(214,375,000)

Cash Flows from Financing Activities:
Repayment of note payable to related party		—			(80,693	)
Proceeds received from initial public offering, gross		—			214,375,000
Proceeds received from private placement		—			6,287,500
Offering costs paid, net of reimbursement from underwriter		(85,000	)		(4,197,879	)

Net cash (used in) provided by financing activities		(85,000	)		216,383,928

Net change in cash		(495,662	)		1,190,134
Cash - beginning of the period		983,362			—

Cash - end of the period	$	487,700		$	1,190,134

Supplemental disclosure of non-cash investing and financing activities:
Offering costs included in accrued expenses	$	—		$	85,000

Offering costs paid by related party under promissory note	$	—		$	80,693

Deferred underwriting commissions in connection with the initial public offering	$	—		$	7,503,125


	For The Three Months Ended June 30,										For The Six Months Ended						For The Period From January 15, 2021 (Inception)
	2022				2021						June 30, 2022						through June 30, 2021
	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)	$	108,793	$	26,423	$	(214,996	)	$	(52,213	)	$	(212,785	)	$	(51,680	)	$	(250,310	)	$	(104,805	)
Denominator:
Basic and diluted weighted average ordinary shares outstanding		22,066,250		5,359,375		21,872,898			5,311,985			22,066,250			5,359,375			12,362,943			5,176,339

Basic and diluted net income (loss) per ordinary share	$	0.00	$	0.00	$	(0.01	)	$	(0.01	)	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(0.02	)


Gross proceeds	$	214,375,000
Less:
Offering costs allocated to Class A ordinary shares subject to possible redemption		(11,866,697	)
Plus:
Accretion on Class A ordinary shares subject to possible redemption amount		11,866,697

Class A ordinary shares subject to possible redemption, December 31, 2021		214,375,000
Increase in redemption value of Class A ordinary shares subject to possible redemption amount		114,951

Class A ordinary shares subject to possible redemption, June 30, 2022	$	214,489,951


Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Investments held in Trust Account:
U.S. Treasury Securities (1)	$	214,589,173	$	—	$	—


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 and Accounting 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 and Accounting 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 (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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).

SEC Form 10-Q filed by two