References to the "Company," "two" "our," "us" or "we" refer to two. The
following discussion and analysis of the Company's financial condition and
results of operations should be read in conjunction with the financial
statements and the notes thereto contained elsewhere in this report. Certain
information contained in the discussion and analysis set forth below includes
forward-looking statements that involve risks and uncertainties.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form
10-Q/A
includes forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Exchange Act. We have
based these forward-looking statements on our current expectations and
projections about future events. These forward-looking statements are subject to
known and unknown risks, uncertainties and assumptions about us that may cause
our actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance or
achievements expressed or implied by such forward-looking statements. In some
cases, you can identify forward-looking statements by terminology such as "may,"
"should," "could," "would," "expect," "plan," "anticipate," "believe,"
"estimate," "continue," or the negative of such terms or other similar
expressions. Factors that might cause or contribute to such a discrepancy
include, but are not limited to, those described in our other SEC filings.
Overview
We are a blank check company incorporated as a Cayman Islands exempted company
on January 15, 2021. We were formed for the purpose of effecting a merger, share
exchange, asset acquisition, share purchase, reorganization or similar business
combination with one or more businesses (the "Business Combination"). We are an
emerging growth company and, as such, we are subject to all of the risks
associated with emerging growth companies.
Our sponsor is two sponsor, a Cayman Islands exempted limited company (the
"Sponsor"). The registration statement for our Initial Public Offering was
declared effective April 1, 2021. On April 1, 2021, we consummated our Initial
Public Offering of 20,000,000 Class A ordinary shares (the "Public Shares"), at
an offering price of $10.00 per Public Share, generating gross proceeds of
$200.0 million, and incurring offering costs of approximately $11.1 million (net
of a required reimbursement from the underwriter), of which $7.0 million was for
deferred underwriting commissions (see Note 5). The underwriter was granted a
45-day
option from the date of the final prospectus relating to the Initial Public
Offering to purchase up to 3,000,000 additional shares to cover over-allotments,
if any, at $10.00 per share. The Underwriter partially exercised the
over-allotment option and on April 13, 2021 purchased an additional 1,437,500
Class A ordinary shares (the "Additional Shares"), generating gross proceeds of
approximately $14.4 million (the "Over-Allotment"), and we incurred additional
offering costs of approximately $755,000 (net of a required reimbursement from
the underwriter), of which approximately $503,000 was for deferred underwriting
fees.
Simultaneously with the closing of the Initial Public Offering, we consummated
the private placement ("Private Placement") of 600,000 Class A ordinary shares
(the "Private Placement Shares"), at a price of $10.00 per Private Placement
Share to the Sponsor, generating gross proceeds of approximately $6.0 million
(see Note 4). Simultaneously with the closing of the Over-Allotment on April 13,
2021, we consummated the second closing of the Private Placement, resulting in
the purchase of an aggregate of an additional 28,750 Private Placement Shares by
the Sponsor, generating gross proceeds to the Company of $287,500.
Upon the closing of the Initial Public Offering, the Over-Allotment, and the
Private Placements, $214.4 million ($10.00 per share) of the net proceeds of the
sale of the Public Shares in the Initial Public Offering and of the Private
Placement Shares in the Private Placement were placed in a trust account ("Trust
Account"), located in the United States with Continental Stock Transfer & Trust
Company acting as trustee, and will invest only in United States "government
securities" within the meaning of Section 2(a)(16) of the Investment Company Act
of 1940, as amended (the "Investment Company Act"), having a maturity of 185
days or less or in money market funds meeting certain conditions under Rule
2a-7
promulgated under the Investment Company Act that invest only in direct U.S.
government treasury obligations, until the earlier of: (i) the completion of a
Business Combination and (ii) the distribution of the Trust Account as described
below.

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Our management has broad discretion with respect to the specific application of
the net proceeds of the Initial Public Offering and the sale of Private
Placement Shares, although substantially all of the net proceeds are intended to
be applied generally toward consummating a Business Combination. There is no
assurance that we will be able to complete a Business Combination successfully.
We must complete one or more initial Business Combinations having an aggregate
fair market value of at least 80% of the assets held in the Trust Account
(excluding the deferred underwriting commissions and taxes payable on income
earned on the Trust Account) at the time of the agreement to enter into the
initial Business Combination. However, we will only complete a Business
Combination if the post-transaction company owns or acquires 50% or more of the
outstanding voting securities of the target or otherwise acquires a controlling
interest in the target sufficient for it not to be required to register as an
investment company under the Investment Company Act.
If we are unable to complete a Business Combination within the Combination
Period, we will (i) cease all operations except for the purpose of winding up;
(ii) as promptly as reasonably possible but not more than ten business days
thereafter, redeem the Public Shares, at a
per-share
price, payable in cash, equal to the aggregate amount then on deposit in the
Trust Account, including interest earned on the funds held in the Trust Account
and not previously released to the Company to pay our income taxes, if any (less
up to $100,000 of interest to pay dissolution expenses), divided by the number
of the then-outstanding Public Shares, which redemption will completely
extinguish Public Shareholders' rights as shareholders (including the right to
receive further liquidation distributions, if any); and (iii) as promptly as
reasonably possible following such redemption, subject to the approval of the
remaining shareholders and the board of directors, liquidate and dissolve,
subject in the case of clauses (ii) and (iii) to the Company's obligations under
Cayman Islands law to provide for claims of creditors and the requirements of
other applicable law.
Liquidity and Capital Resources
As of September 30, 2021, we had approximately $1.1 million in cash and working
capital of approximately $1.4 million.
Our liquidity needs to date have been satisfied through $25,000 paid by the
Sponsor to cover certain expenses in exchange for the issuance of the Founder
Shares, a loan of approximately $81,000 from the Sponsor pursuant to the Note
(as defined in Note 4), and the proceeds from the consummation of the Private
Placement not held in the Trust Account of $2.5 million (net of a required
reimbursement from the underwriter). We repaid the Note in full on April 5,
2021. In addition, in order to finance transaction costs in connection with a
Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of
our officers and directors may, but are not obligated to, provide us Working
Capital Loans (as defined in Note 5). As of September 30, 2021, there were no
amounts outstanding under any Working Capital Loan.
Based on the foregoing, management believes that it will have sufficient working
capital and borrowing capacity to meet its needs through the earlier of the
consummation of a business combination or one year from this filing. Over this
time period, we will be using these funds for paying existing accounts payable,
identifying and evaluating prospective initial business combination candidates,
performing due diligence on prospective target businesses, paying for travel
expenditures, selecting the target business to merge with or acquire, and
structuring, negotiating and consummating the business combination.
Management continues to evaluate the impact of the
COVID-19
pandemic and has concluded that the specific impact is not readily determinable
as of the date of the financial statements. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
Results of Operations
Our entire activity since inception up to September 30, 2021, was for our
formation and the Initial Public Offering, and subsequent to the Initial Public
Offering, the search for a target for its initial Business Combination. We will
not be generating any operating revenues until the closing and completion of our
initial Business Combination.
For the three months ended September 30, 2021, we had a net loss of
approximately $212,000, which consisted of approximately $198,000 in general and
administrative expenses, $30,000 in administrative expenses - related party,
partially offset by approximately $16,000 in income from investments held in
Trust Account.

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For the period from January 15, 2021 (inception) through September 30, 2021, we
had a net loss of approximately $567,000, which consisted of approximately
$525,000 in general and administrative expenses, $60,000 in administrative
expenses-related party, partially offset by approximately $18,000 in income from
investments held in Trust Account.
Related Party Transactions
Founder Shares
On January 21, 2021, the Sponsor paid $25,000, or approximately $0.004 per
share, to cover expenses in consideration for 5,750,000 Class B ordinary shares,
par value $0.0001 (the "Founder Shares"). Up to 750,000 Founder Shares are
subject to forfeiture to the extent that the over-allotment option is not
exercised in full by the underwriter, so that the Founder Shares will represent
20.0% of our issued and outstanding shares after the Initial Public Offering. On
March 8, 2021, the Sponsor transferred 25,000 Founder Shares to each of Michelle
Gill, Ryan Petersen and Laura de Petra, and 30,000 Founder Shares to Pierre
Lamond. Such shares will not be subject to forfeiture in the event the
underwriter's over-allotment is not exercised.
The initial shareholders agreed, subject to limited exceptions, not to transfer,
assign or sell any of their Founder Shares until the earlier to occur of:
(A) one year after the completion of the initial Business Combination and
(B) subsequent to the initial Business Combination, (x) if the closing price of
Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for
share splits, share capitalizations, reorganizations, recapitalizations and the
like) for any 20 trading days within any
30-trading
day period commencing at least 150 days after the initial Business Combination,
or (y) the date on which we complete a liquidation, merger, share exchange,
reorganization or other similar transaction that results in all of the Public
Shareholders having the right to exchange their ordinary shares for cash,
securities or other property.
The underwriters partially exercised their over-allotment option on April 13,
2021 and on April 19, 390,625 Class B ordinary shares were surrendered for no
consideration resulting in 5,359,375 Class B ordinary shares issued and
outstanding with no shares subject to forfeiture.
Private Placement Shares
Simultaneously with the closing of the Initial Public Offering, we consummated
the Private Placement of 600,000 Private Placement Shares, at a price of $10.00
per Private Placement Share to the Sponsor, generating gross proceeds of
approximately $6.0 million. A portion of the proceeds from the Private Placement
Shares was added to the proceeds from the Initial Public Offering held in the
Trust Account. Simultaneously with the closing of the Over-Allotment on
April 13, 2021, we consummated the second closing of the Private Placement,
resulting in the purchase of an aggregate of an additional 28,750 Private
Placement Shares by the Sponsor, generating gross proceeds of $287,500.
The Sponsor and our officers and directors agreed, subject to limited
exceptions, not to transfer, assign or sell any of their Private Placement
Shares until 30 days after the completion of the initial Business Combination.
Sponsor Loan
On January 21, 2021, the Sponsor agreed to loan us up to $300,000 pursuant to a
promissory note (the "Note"). This loan was
non-interest
bearing and payable upon the completion of the Initial Public Offering. We
borrowed approximately $81,000 under the Note and repaid the Note in full on
April 5, 2021.
Working Capital Loans
In addition, in order to finance transaction costs in connection with a Business
Combination, the Sponsor or an affiliate of the Sponsor, or certain of our
officers and directors may, but are not obligated to, loan us funds as may be
required ("Working Capital Loans"). If we complete a Business Combination, we
would repay the Working Capital Loans. In the event that a Business Combination
does not close, we may use a portion of proceeds held outside the Trust Account
to repay the Working Capital Loans but no proceeds held in the Trust Account
would be used to repay the Working Capital Loans. The Working Capital Loans
would either be repaid upon consummation of a Business Combination, without
interest, or, at the lender's discretion, up to $1.5 million of such Working
Capital Loans may be convertible into private placement shares at a price of
$10.00 per share. Except for the foregoing, the terms of such Working Capital
Loans, if any, have not been determined and no written agreements exist with
respect to such loans. As of September 30, 2021, we had no borrowings under the
Working Capital Loans.

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Administrative Support Agreement
On March 29, 2021, we entered into an agreement with the Sponsor pursuant to
which, commencing on the date our securities were first listed on the New York
Stock Exchange, we agreed to pay the Sponsor a total of $10,000 per month for
office space, secretarial and administrative services. Upon completion of the
initial Business Combination or our liquidation, we will cease paying these
monthly fees. During the three months ended September 30, 2021 and the period
from January 15, 2021 (inception) through September 30, 2021, we incurred
$30,000 and $60,000 in expenses for these services, respectively, which is
included in administrative expenses - related party on the accompanying
unaudited condensed statements of operations. No amount was due as of
September 30, 2021.
Contractual Obligations
Registration Rights
The holders of Founder Shares, Private Placement Shares, and Class A ordinary
shares that may be issued upon conversion of Working Capital Loans were entitled
to registration rights pursuant to a registration rights agreement signed upon
consummation of the Initial Public Offering. These holders were entitled to make
up to three demands, excluding short form demands, that we register such
securities. In addition, these holders will have certain "piggy-back"
registration rights with respect to registration statements filed subsequent to
the completion of the initial Business Combination. We will bear the expenses
incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The underwriter was entitled to an underwriting discount of $0.20 per share, or
$4.0 million in the aggregate, paid upon the closing of the Initial Public
Offering. In addition, $0.35 per share, or approximately $7.0 million in the
aggregate will be payable to the underwriter for deferred underwriting
commissions. The deferred fee will become payable to the underwriter from the
amounts held in the Trust Account solely in the event that we complete a
Business Combination, subject to the terms of the underwriting agreement.
The underwriter partially exercised the over-allotment option and was entitled
to an additional fee of approximately $755,000 (net of a required reimbursement
from the underwriter), of which approximately $503,000 was for deferred
underwriting commissions fees.
Critical Accounting Policies
The preparation of financial statements and related disclosures in conformity
with accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities, disclosure of contingent assets and liabilities at the
date of the financial statements, and income and expenses during the periods
reported. Actual results could materially differ from those estimates. We have
identified the following as our critical accounting policies:
Class A Ordinary Shares Subject to Possible Redemption
We account for our Class A ordinary shares subject to possible redemption (our
Public Shares) in accordance with the guidance in ASC 480. Class A ordinary
shares subject to mandatory redemption (if any) are classified as liability
instruments and are measured at fair value. Conditionally redeemable Class A
ordinary shares (including Class A ordinary shares that feature redemption
rights that are either within the control of the holder or subject to redemption
upon the occurrence of uncertain events not solely within the Company's control)
are classified as temporary equity. At all other times, Class A ordinary shares
are classified as shareholders' equity. Our Public Shares feature certain
redemption rights that are considered to be outside of the Company's control and
subject to the occurrence of uncertain future events. Accordingly, as of
September 30, 2021, 21,437,500 Class A ordinary shares subject to possible
redemption are presented as temporary equity, outside of the shareholders'
equity section of the Company's balance sheet.
Under ASC 480-10S99, we have elected to recognize changes in the redemption
value immediately as they occur and adjust the carrying value of the security to
equal the redemption value at the end of each reporting period. This method
would view the end of the reporting period as if it were also the redemption
date for the security. Effective upon the closing of the Initial Public
Offering, the Company recognized the accretion from initial book value to
redemption amount value. The change in the carrying value of redeemable Class A
ordinary shares resulted in charges against additional paid-in capital and
accumulated deficit.
Investments Held in the Trust Account
Our portfolio of investments is comprised of U.S. government securities, within
the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a
maturity of 185 days or less, or investments in money market funds that invest
in U.S. government securities and generally have a readily determinable fair
value, or a combination thereof. When our investments held in the Trust Account
are comprised of U.S. government securities, the investments are classified as
trading securities. When our investments held in the Trust Account are comprised
of money market funds, the investments are recognized at fair value. Trading
securities and investments in money market funds are presented on the balance
sheets at fair value at the end of each reporting period. Gains and losses
resulting from the change in fair value of these securities is included in
income from investments held in the Trust Account in the accompanying unaudited
condensed statements of operations. The estimated fair values of investments
held in the Trust Account are determined using available market information.

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Offering Costs Associated with the Initial Public Offering
Offering costs consisted of legal, accounting, underwriting fees and other costs
incurred through the balance sheet date that were directly related to the
Initial Public Offering and that were charged against the carrying value of the
Class A ordinary shares subject to possible redemption upon the completion of
the Initial Public Offering in April 2021.
Net Loss Per Ordinary Share
We comply with accounting and disclosure requirements of FASB ASC Topic 260,
"Earnings Per Share." We have two classes of shares, which are referred to as
Class A ordinary shares and Class B ordinary shares. Income and losses are
shared pro rata between the two classes of shares. Net loss per ordinary share
is calculated by dividing the net loss by the weighted average shares of
ordinary shares outstanding for the respective period.
At September 30, 2021, we did not have any dilutive securities and other
contracts that could potentially be exercised or converted into ordinary shares
and then share in our earnings. As a result, diluted net loss per ordinary share
is the same as basic net loss per share ordinary for the three months ended
September 30, 2021 and for the period from January 15, 2021 (inception) through
September 30, 2021. Accretion associated with the redeemable Class A ordinary
shares is excluded from earnings per share as the redemption value approximates
fair value.
Recent Accounting Pronouncements
In August 2020, the FASB issued ASU
No. 2020-06,
Debt-Debt with Conversion and Other Options (Subtopic
470-20)
and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic
815-40):
Accounting for Convertible Instruments and Contracts in an Entity's Own Equity,
which simplifies accounting for convertible instruments by removing major
separation models required under current GAAP. The ASU also removes certain
settlement conditions that are required for equity-linked contracts to qualify
for the derivative scope exception and it also simplifies the diluted earnings
per share calculation in certain areas. We early adopted the ASU on January 15,
2021. Adoption of the ASU did not impact our financial position, results of
operations or cash flows.
Our management does not believe that any other recently issued, but not yet
effective, accounting standards updates, if currently adopted, would have a
material effect on the accompanying financial statement.
Off-Balance
Sheet Arrangements
As of September 30, 2021, we did not have any
off-balance
sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation
S-K.
JOBS Act
The Jumpstart Our Business Startups Act of 2012 (the "JOBS Act") contains
provisions that, among other things, relax certain reporting requirements for
qualifying public companies. We qualify as an "emerging growth company" and
under the JOBS Act are allowed to comply with new or revised accounting
pronouncements based on the effective date for private (not publicly traded)
companies. We are electing to delay the adoption of new or revised accounting
standards, and as a result, we may not comply with new or revised accounting
standards on the relevant dates on which adoption of such standards is required
for
non-emerging
growth companies. As a result, the financial statements may not be comparable to
companies that comply with new or revised accounting pronouncements as of public
company effective dates.
Additionally, we are in the process of evaluating the benefits of relying on the
other reduced reporting requirements provided by the JOBS Act. Subject to
certain conditions set forth in the JOBS Act, if, as an "emerging growth
company," we choose to rely on such exemptions we may not be required to, among
other things, (i) provide an auditor's attestation report on our system of
internal controls over financial reporting pursuant to Section 404, (ii) provide
all of the compensation disclosure that may be required of
non-emerging
growth public companies under the Dodd-Frank Wall Street Reform and Consumer
Protection Act, (iii) comply with any requirement that may be adopted by the
PCAOB regarding mandatory audit firm rotation or a supplement to the auditor's
report providing additional information about the audit and the financial
statements (auditor discussion and analysis) and (iv) disclose certain executive
compensation related items such as the correlation between executive
compensation and performance and comparisons of the CEO's compensation to median
employee compensation. These exemptions will apply for a period of five years
following the completion of our Initial Public Offering or until we are no
longer an "emerging growth company," whichever is earlier.

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