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 March 31, 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.

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 May 15, 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.

		Page No.
PART I. FINANCIAL INFORMATION

Item 1.	Interim Condensed Financial Statements	1
	Condensed Balance Sheets as of March 31, 2023 (Unaudited) and December 31, 2022	1
	Unaudited Condensed Statements of Operations for the Three Months Ended March 31, 2023 and 2022	2
	Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2023 and 2022	3
	Unaudited Condensed Statements of Cash Flows for the Three Months Ended March 31, 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

	MARCH 31, 2023			DECEMBER 31, 2022
	(unaudited)
ASSETS
Current assets:
Cash	$	36,960		$	336,252
Prepaid expenses		84,894			86,399
Total current assets		121,854			422,651
Marketable securities held in Trust Account		218,899,898			217,265,704
Total Assets	$	219,021,752		$	217,688,355

LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	55,401		$	1,991
Accrued expenses		650,798			608,096
Class A ordinary shares tendered for redemption, 16,437,487 shares at $10.23 per share to be paid out of Trust account (note 2)		168,236,768			-
Total current liabilities		168,942,967			610,087
Deferred underwriting commissions		-			7,503,125
Total liabilities		168,942,967			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 $10.11 and 10.13 per share at March 31, 2023 and December 31, 2022, respectively		50,563,130			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 21,437,500 shares subject to possible redemption)		-			-
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		(484,881	)		(7,591,097	)
Total shareholders’ deficit		(484,345	)		(7,590,561	)
Total Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit	$	219,021,752		$	217,688,355

	For The Three Months Ended March 31, 2023			For The Three Months Ended March 31, 2022

General and administrative expenses	$	396,909		$	273,368
Loss from operations		(396,909	)		(273,368	)
Gain (loss) on marketable securities (net), dividends and interest, held in Trust Account		1,634,194			(126,313	)
Net income (loss)	$	1,237,285		$	(399,681	)
Weighted average shares outstanding of Class A ordinary shares subject to possible redemption, basic and diluted		21,437,500			22,066,250
Basic and diluted net income (loss) per share, Class A ordinary shares subject to possible redemption	$	0.05		$	(0.01	)
Weighted average shares outstanding of Class B non-redeemable ordinary shares, basic and diluted		5,359,375			5,359,375
Basic and diluted net income (loss) per share, Class B non-redeemable ordinary shares	$	0.05		$	(0.01	)


	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	)

	FOR THE THREE MONTHS ENDED MARCH 31, 2023			FOR THE THREE MONTHS ENDED MARCH 31, 2022
Cash Flows from Operating Activities
Net income (loss)	$	1,237,285		$	(399,681	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Gain (loss) on marketable securities (net), dividends and interest, held in Trust Account		(1,634,194	)		126,313
Changes in operating assets and liabilities:
Prepaid and other assets		1,505			20,625
Accounts payable		53,410			(141,221	)
Accrued expenses		42,702			152,423
Net cash used in operating activities		(299,292	)		(241,541	)
Cash Flows from Financing Activities
Offering costs paid		-			(85,000	)
Net cash provided by (used in) financing activities		-			(85,000	)

Net change in cash		(299,292	)		(326,541	)
Cash - beginning of period		336,252			983,362
Cash - end of period	$	36,960		$	656,821

Supplemental disclosure of noncash investing and financing activities:
Extinguishment of deferred underwriting commissions	$	(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 March 31,
	2023				2022
	Class A		Class B		Class A			Class B
Basic and diluted net income (loss) per ordinary share:
Numerator:
Allocation of net income (loss)	$	989,828	$	247,457	$	(321,577	)	$	(78,104	)
Denominator:
Basic and diluted weighted average ordinary shares outstanding		21,437,500		5,359,375		22,066,250			5,359,375
Basic and diluted net income (loss) per ordinary share	$	0.05	$	0.05	$	(0.01	)	$	(0.01	)

Exhibit Number		Description

3.1*		Amendment to Amended and Restated Memorandum and Articles of Association.

10.1		Form of Non-Redemption Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on March 27, 2023)

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).

	two

Date: May 15, 2023	By:	/s/ Thomas Hennessy
	Name:	Thomas Hennessy
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Date: May 15, 2023	By:	/s/ Nicholas Geeza
	Name:	Nicholas Geeza
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

SEC Form 10-Q filed by two