NYSE false 0001843988 0001843988 2022-12-30 2022-12-30

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 30, 2022

 

 

two

(Exact name of registrant as specified in charter)

 

 

 

Cayman Islands   001-40292   98-1577238

(State or other jurisdiction

of incorporation)

 

Commission

File number

 

(I.R.S. Employer

Identification Number)

 

900 Kearny 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)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

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.

 

 

 


Item 8.01 Other Events.

As previously disclosed, on March 29, 2021, in connection with the initial public offering of two (the “Company”), the Company’s sponsor, two sponsor (the “Sponsor”), purchased 600,000 shares of the Company’s Class A ordinary shares, par value $0.0001 per share (“Class A Ordinary Shares”), of the Company in a private placement and on April 13, 2021, purchased an additional 28,750 Class A Ordinary Shares (collectively, the “Private Placement Shares”), in each case, at a price of $10.00 per share.

On December 30, 2022, the Sponsor unconditionally and irrevocably forfeited all 628,750 Private Placement Shares to the Company for no value and the Company cancelled the Private Placement Shares effective as of the same date. The Sponsor continues to own 5,254,375 Class B ordinary shares, par value $0.0001, of the Company.

The information in this Current Report on Form 8-K, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: January 5, 2023   two
    By:  

/s/ Troy B. Steckenrider III

    Name:   Troy B. Steckenrider III
    Title:   Chief Financial Officer