Item 8.01 Other Events.
On April 1, 2021, two (the "Company") consummated its initial public offering
(the "IPO") of 20,000,000 Class A ordinary shares, par value of $0.0001 per
share (the "Class A ordinary shares"), at an offering price of $10.00 per share,
and a private placement with two sponsor of 600,000 private placement shares at
a price of $10.00 per share (the "Private Placement").
The net proceeds from the IPO together with certain of the proceeds from the
Private Placement, $200,000,000 in the aggregate (the "Offering Proceeds"), were
placed in a U.S.-based trust account at JPMorgan Chase Bank, N.A., maintained by
Continental Stock Transfer & Trust Company, acting as trustee, established for
the benefit of the public shareholders of the Company. Except for the withdrawal
from interest earned on the Offering Proceeds in the trust account to fund
franchise and income taxes payable, none of the funds held in the trust account
will be released (1) to the Company, until the completion of the Company's
initial business combination, or (2) to the public shareholders of the Company,
until the earliest of (a) the completion of the Company's initial business
combination, and then only in connection with those Class A ordinary shares that
such shareholders properly elect to redeem, (b) the redemption of any Class A
ordinary shares properly tendered in connection with a shareholder vote to amend
the Company's amended and restated memorandum and articles of association (A) to
modify the substance or timing of the Company's obligation to provide holders of
the Class A ordinary shares the right to have their shares redeemed in
connection with the Company's initial business combination, or to redeem 100% of
the Class A ordinary shares if the Company does not complete its initial
business combination within 24 months from the closing of the IPO or (B) with
respect to any other provision relating to the rights of holders of the Class A
ordinary shares or pre-initial business combination activity, and (c) the
redemption of all of the Class A ordinary shares sold in the IPO if the Company
is unable to complete its initial business combination within 24 months from the
closing of the IPO, subject to applicable law.
An audited balance sheet as of April 1, 2021 reflecting receipt of the Offering
Proceeds has been issued by the Company and is included as Exhibit 99.1 to this
Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
99.1 Audited Balance Sheet as of April 1, 2021.
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