Item 3.02. Unregistered Sales of Equity Securities.

On April 13, 2021, in connection with the underwriter's partial exercise of its over-allotment option, two sponsor (the "Sponsor") purchased 28,750 private placement shares at a price of $10 per share. The net proceeds of the initial public offering (the "IPO") and the proceeds of the sale of the private placement shares, totaling $14,375,000, were placed in the trust account.

Item 8.01 Other Events.

On April 1, 2021, the IPO of 20,000,000 shares of two (the "Company") was consummated. On April 13, 2021, the underwriter of the IPO acquired an additional 1,437,500 shares pursuant to the underwriter's partial exercise of its overallotment option. The 21,437,500 shares sold in the IPO (including the 1,437,500 shares subject to the underwriter' over-allotment option) were sold at an offering price of $10.00 per share, generating total gross proceeds of $214,375,000.

An audited balance sheet as of April 13, 2021 reflecting the partial exercise of the over-allotment option 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.



(d) Exhibits.



             99.1     Audited Balance Sheet as of April 13, 2021.

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