الإحصائيات الأساسية
| CIK | 1843988 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to two
SEC Filings (Chronological Order)
توفر هذه الصفحة قائمة كاملة ومرتبة ترتيبًا زمنيًا لتصريحات هيئة الأوراق المالية والبورصات، باستثناء تصريحات الملكية التي نقدمها في مكان آخر.
| June 28, 2024 |
TWOA / two / Radcliffe Capital Management, L.P. - SC 13G/A Passive Investment SC 13G/A 1 tm2417765d25sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2) two (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Secu |
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| April 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-40292 two (Exact name of registrant as specified in its charter) 195 US |
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| March 28, 2024 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on April 08, 2024, pursuant to the provisions of Rule 12d2-2 (a). |
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| March 27, 2024 |
Regulation FD Disclosure, Other Events, Financial Statements and Exhibits 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): March 27, 2024 two (Exact name of registrant as specified in its charter) Cayman Islands 001-40292 98-1577238 (State or other jurisdiction of incorporation) (Commission File Number) ( |
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| March 27, 2024 |
Exhibit 99.1 LatAm Logistic Properties, S.A. and two Announce Closing of Business Combination Trading of parent company Logistic Properties of the Americas to begin on March 28, 2024 on the NYSE American Under Ticker Symbol “LPA” SAN JOSÉ, Costa Rica & ZEPHYR COVE, Nev., March 27, 2024—(BUSINESS WIRE)—LatAm Logistic Properties, S.A. (“LLP”), a leading developer, owner and manager of institutional |
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| March 25, 2024 |
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): March 25, 2024 two (Exact name of registrant as specified in its charter) Cayman Islands 001-40292 98-1577238 (State or other jurisdiction of incorporation) (Commission File Number) ( |
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| March 25, 2024 |
Submission of Matters to a Vote of Security Holders 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): March 25, 2024 two (Exact name of registrant as specified in its charter) Cayman Islands 001-40292 98-1577238 (State or other jurisdiction of incorporation) (Commission File Number) ( |
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| March 19, 2024 |
Other Events, Financial Statements and Exhibits 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): March 18, 2024 two (Exact name of registrant as specified in its charter) Cayman Islands 001-40292 98-1577238 (State or other jurisdiction of incorporation) (Commission File Number) ( |
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| March 19, 2024 |
Exhibit 99.2 |
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| March 19, 2024 |
Exhibit 99.1 LatAm Logistic Properties, S.A. Announces Milestone Lease Agreement in Peru Projected Rental Revenue Exceeds $43 Million Over Lease Term, Highest Value Contract to Date SAN JOSÉ, COSTA RICA, March 18, 2024 – LatAm Logistic Properties, S.A. (d/b/a LatAm Logistic Properties) (“LLP”), a leading developer, owner and manager of institutional quality, Class A industrial and logistics real e |
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| March 19, 2024 |
LatAm Logistic Properties | Investor Day (March 19, 2024) Exhibit 99.3 LatAm Logistic Properties | Investor Day (March 19, 2024) Good afternoon and welcome to the LatAm Logistic Properties Investor Day Presentation. I am Jennifer Carranza, head of Investor Relations for LatAm Logistic Properties. After the presentation is completed, we will open the call up for a question-and-answer session. Before we get started, please take a moment to review the Discl |
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| March 19, 2024 |
LatAm Logistic Properties | Investor Day (March 19, 2024) Exhibit 99.3 LatAm Logistic Properties | Investor Day (March 19, 2024) Good afternoon and welcome to the LatAm Logistic Properties Investor Day Presentation. I am Jennifer Carranza, head of Investor Relations for LatAm Logistic Properties. After the presentation is completed, we will open the call up for a question-and-answer session. Before we get started, please take a moment to review the Discl |
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| March 19, 2024 |
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): March 18, 2024 two (Exact name of registrant as specified in its charter) Cayman Islands 001-40292 98-1577238 (State or other jurisdiction of incorporation) (Commission File Number) ( |
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| March 19, 2024 |
Exhibit 99.2 |
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| March 19, 2024 |
Exhibit 99.1 LatAm Logistic Properties, S.A. Announces Milestone Lease Agreement in Peru Projected Rental Revenue Exceeds $43 Million Over Lease Term, Highest Value Contract to Date SAN JOSÉ, COSTA RICA, March 18, 2024 – LatAm Logistic Properties, S.A. (d/b/a LatAm Logistic Properties) (“LLP”), a leading developer, owner and manager of institutional quality, Class A industrial and logistics real e |
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| March 15, 2024 |
Exhibit 99.1 two and LatAm Logistic Properties, S.A. Announce Effectiveness of Registration Statement on Form F-4 in Connection with Business Combination LLP Sets Special Meeting Date ZEPHYR COVE, NV and SAN JOSÉ, COSTA RICA, March 13, 2024 – two (NYSE: TWOA) (“TWOA”), a special purpose acquisition company, and LatAm Logistic Properties, S.A. (d/b/a LatAm Logistic Properties) (“LLP”), a leading de |
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| March 15, 2024 |
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): March 13, 2024 two (Exact name of registrant as specified in its charter) Cayman Islands 001-40292 98-1577238 (State or other jurisdiction of incorporation) (Commission File Number) ( |
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| March 15, 2024 |
Exhibit 99.1 two and LatAm Logistic Properties, S.A. Announce Effectiveness of Registration Statement on Form F-4 in Connection with Business Combination LLP Sets Special Meeting Date ZEPHYR COVE, NV and SAN JOSÉ, COSTA RICA, March 13, 2024 – two (NYSE: TWOA) (“TWOA”), a special purpose acquisition company, and LatAm Logistic Properties, S.A. (d/b/a LatAm Logistic Properties) (“LLP”), a leading de |
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| March 15, 2024 |
Exhibit 99.2 two and LatAm Logistic Properties, S.A. to Hold Virtual Investor Day on Tuesday, March 19, 2024, at 2:00 p.m. ET ZEPHYR COVE, NV and SAN JOSÉ, COSTA RICA, March 15, 2024 – two (NYSE: TWOA) (“TWOA”), a special purpose acquisition company, and LatAm Logistic Properties, S.A. (d/b/a LatAm Logistic Properties) (“LLP”), a leading developer, owner, and manager of institutional quality, Clas |
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| March 15, 2024 |
Exhibit 99.2 two and LatAm Logistic Properties, S.A. to Hold Virtual Investor Day on Tuesday, March 19, 2024, at 2:00 p.m. ET ZEPHYR COVE, NV and SAN JOSÉ, COSTA RICA, March 15, 2024 – two (NYSE: TWOA) (“TWOA”), a special purpose acquisition company, and LatAm Logistic Properties, S.A. (d/b/a LatAm Logistic Properties) (“LLP”), a leading developer, owner, and manager of institutional quality, Clas |
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| March 15, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): March 13, 2024 two (Exact name of registrant as specified in its charter) Cayman Islands 001-40292 98-1577238 (State or other jurisdiction of incorporation) (Commission File Number) ( |
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| March 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| February 20, 2024 |
two and LatAm Logistic Properties S.A. Announce $15 Million Equity Investment at $10 per share Exhibit 99.1 two and LatAm Logistic Properties S.A. Announce $15 Million Equity Investment at $10 per share ZEPHYR COVE, NV and SAN JOSÉ, COSTA RICA, February 20, 2024 – two (NYSE: TWOA) (“TWOA”) today announced that it has entered into a subscription agreement for a private placement of 1.5 million ordinary shares at a price of $10.00 per share, which is expected to yield gross proceeds of $15 mi |
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| February 20, 2024 |
FORM OF SUBSCRIPTION AGREEMENT __________, 2024 Exhibit 10.1 FORM OF SUBSCRIPTION AGREEMENT , 2024 two 195 US HWY 50, Suite 208 Zephyr Cove, NV 89488 Attn: Thomas D. Hennessy, Chief Executive Officer Ladies and Gentlemen: In connection with the proposed business combination (the “Transaction”) among two, a Cayman Islands exempted company with limited liability (together with its successors, the “Company”), LatAm Logistic Properties S.A., a comp |
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| February 20, 2024 |
two and LatAm Logistic Properties S.A. Announce $15 Million Equity Investment at $10 per share Exhibit 99.1 two and LatAm Logistic Properties S.A. Announce $15 Million Equity Investment at $10 per share ZEPHYR COVE, NV and SAN JOSÉ, COSTA RICA, February 20, 2024 – two (NYSE: TWOA) (“TWOA”) today announced that it has entered into a subscription agreement for a private placement of 1.5 million ordinary shares at a price of $10.00 per share, which is expected to yield gross proceeds of $15 mi |
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| February 20, 2024 |
FORM OF SUBSCRIPTION AGREEMENT __________, 2024 Exhibit 10.1 FORM OF SUBSCRIPTION AGREEMENT , 2024 two 195 US HWY 50, Suite 208 Zephyr Cove, NV 89488 Attn: Thomas D. Hennessy, Chief Executive Officer Ladies and Gentlemen: In connection with the proposed business combination (the “Transaction”) among two, a Cayman Islands exempted company with limited liability (together with its successors, the “Company”), LatAm Logistic Properties S.A., a comp |
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| February 20, 2024 |
Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities 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): February 16, 2024 two (Exact name of registrant as specified in its charter) Cayman Islands 001-40292 98-1577238 (State or other jurisdiction of incorporation) (Commission File Number |
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| February 20, 2024 |
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): February 16, 2024 two (Exact name of registrant as specified in its charter) Cayman Islands 001-40292 98-1577238 (State or other jurisdiction of incorporation) (Commission File Number |
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| February 15, 2024 |
Exhibit 10.14 THIS AMENDED AND RESTATED PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AN |
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| February 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40292 two (Exact name of registran |
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| February 15, 2024 |
Exhibit 4.2 DESCRIPTION OF SECURITIES We are a Cayman Islands exempted company and our affairs are governed by our amended and restated memorandum and articles of association, the Companies Act (As Revised) of the Cayman Islands (the “Companies Act”) and the common law of the Cayman Islands. Pursuant to our amended and restated memorandum and articles of association, we are authorized to issue 400 |
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| February 15, 2024 |
Executive Compensation Clawback Policy, effective November 30, 2023. Exhibit 97.1 TWO EXECUTIVE COMPENSATION CLAWBACK POLICY Adopted as of November 30, 2023 The Board of Directors (the “Board”) of two (the “Company”) has adopted the following executive compensation clawback policy (this “Policy”). This Policy shall supplement any other clawback or compensation recovery policy or policies adopted by the Company or included in any agreement between the Company, or an |
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| February 14, 2024 |
TWOA / two / Vivaldi Asset Management, LLC Passive Investment SC 13G 1 schedule13gtwoa21424.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* two (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G9152V101 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropr |
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| February 14, 2024 |
TWOA / two / GLAZER CAPITAL, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 two (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G9152V101 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t |
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| February 14, 2024 |
TWOA / two / Sculptor Capital LP - SC 13G/A Passive Investment SC 13G/A 1 d752211dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* TWO (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G9152V101 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the a |
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| February 14, 2024 |
TWOA / two / Radcliffe Capital Management, L.P. - SC 13G/A Passive Investment SC 13G/A 1 tm245838d31sc13g.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1 ) two (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Secur |
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| February 13, 2024 |
EX-99.A 2 d756751dex99a.htm EX-99.A Exhibit A Lists of the relevant subsidiaries Subsidiary Principal business office Classification Mizuho Bank, Ltd 1–5–5, Otemachi, Chiyoda–ku, Tokyo 100–8176, Japan A non-U.S. institution equivalent to Bank Mizuho Americas LLC 1271 Avenue of the Americas, NY, NY 10020, USA A parent holding company Mizuho Securities USA LLC 1271 Avenue of the Americas, NY, NY 100 |
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| February 13, 2024 |
EX-99.B 3 d756751dex99b.htm EX-99.B Exhibit B Power of Attorney Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations thereunder, the undersigned, in the undersigned capacity as an authorized representative of Mizuho Bank, Ltd., Mizuho Americas LLC and Mizuho Securities USA LLC (collectively, the “Companies”), hereby g |
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| February 13, 2024 |
TWOA / two / MIZUHO FINANCIAL GROUP INC - SC 13G Passive Investment SC 13G 1 d756751dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* two (Name of Issuer) Common Shares (Title of Class of Securities) G9152V101 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan |
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| February 12, 2024 |
TWOA / two / ARISTEIA CAPITAL LLC Passive Investment SC 13G/A 1 formtwosc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. 1) two (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G9152V101 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check t |
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| January 23, 2024 |
TWOA / two / PICTON MAHONEY ASSET MANAGEMENT Passive Investment SC 13G 1 eps111034.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* two (Name of Issuer) Class A Ordinary Shares (Title of Class of Securities) G9152V101 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
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| January 11, 2024 |
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): January 10, 2024 two (Exact name of registrant as specified in its charter) Cayman Islands 001-40292 98-1577238 (State or other jurisdiction of incorporation) (Commission File Number) |
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| January 5, 2024 |
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 29, 2023 two (Exact name of registrant as specified in its charter) Cayman Islands 001-40292 98-1577238 (State or other jurisdiction of incorporation) (Commission File Number |
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| January 5, 2024 |
Amendments to the Amended and Restated Memorandum and Articles of Association of the Company Exhibit 3.1 AMENDMENTS TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF TWO (the “Company”) RESOLVED, as a special resolution, that the Amended and Restated Memorandum and Articles of Association of the Company be amended as follows: (i) Article 38.8 of the Amended and Restated Articles of Association of the Company be deleted in its entirety and replaced as follows: “38.8 In |
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| January 5, 2024 |
Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| December 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| December 27, 2023 |
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 27, 2023 two (Exact name of registrant as specified in its charter) Cayman Islands 001-40292 98-1577238 (State or other jurisdiction of incorporation) (Commission File Number |
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| December 20, 2023 |
LatAm Logistic Properties S.A. Announces Sale of Colombia Warehouse Facility Filed by two Pursuant to Rule 425 of the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: two Commission File No. |
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| December 12, 2023 |
Filed by two Pursuant to Rule 425 under the U.S. Securities Act of 1933, as amended, And deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Companies: two Commission File No.: 001-40292 Date: December 12, 2023 On December 12, 2023, two and LatAm Logistic Properties S.A., which are parties to the previously disclosed Business Combination Agreement, da |
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| December 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| December 8, 2023 |
195 US HWY 50, Suite 208 Zephyr Cove, NV 89448 TWO 195 US HWY 50, Suite 208 Zephyr Cove, NV 89448 VIA EDGAR December 8, 2023 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attention: Kibum Park and Brigitte Lippmann Re: two Preliminary Proxy Statement on Schedule 14A Filed November 24, 2023 File No. 001-40292 Ladies and Gentlemen: Two (the “Company,” “we,” “our” or “us”) hereby t |
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| November 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| November 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 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 September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40292 two (Exact name |
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| November 13, 2023 |
Promissory Note, dated as of August 7, 2023, issued by two to HC PropTech Partners III, LLC. Exhibit 10.5 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| October 30, 2023 |
Filed by two Pursuant to Rule 425 under the U.S. Securities Act of 1933, as amended, And deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Companies: two, Logistic Properties of the Americas Commission File No.: 001-40292 Date: October 30, 2023 Transcript of SPAC Insider Podcast with LatAm Logistics Properties and two Speakers: Nick Clayton (SPAC In |
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| October 6, 2023 |
Filed by two pursuant to Rule 425 under the U.S. Securities Act of 1933, as amended, under the Securities Exchange Act of 1934, as amended Subject Company: two Commission File No.: 001-40292 Date: October 6, 2023 On October 6, 2023, LatAm Logistic Properties S.A., which is a party to a previously disclosed Business Combination Agreement, dated as of August 15, 2023, with two, among other parties, |
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| August 21, 2023 |
Exhibit 10.1 VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”) is made as of August 15, 2023, by and among (i) two, a Cayman Islands exempted company limited by shares (together with its successors, “SPAC”), (ii) LatAm Logistic Properties S.A., a company incorporated under the Laws of Panama (the “Company”), and (iii) JREP I Logistics Acquisition, L.P., a Cayman Islands limited partnership |
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| August 21, 2023 |
Exhibit 10.4 LatAm Logistic Properties S.A. August 15, 2023 HC PropTech Partners III, LLC Re: Sponsor Letter Agreement Ladies and Gentlemen: Reference is hereby made to that certain Business Combination Agreement, dated on or about the date hereof (as amended from time to time in accordance with the terms thereof, the “BCA”), by and among (i) two, a Cayman Islands exempted company with limited lia |
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| August 21, 2023 |
Exhibit 10.2 LOCK-UP AGREEMENT This LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of August 15, 2023, by and among (i) upon execution of a joinder agreement in the form attached hereto as Exhibit A, a to-be-formed Cayman Islands exempted company limited by shares (“Pubco”), (ii) two, a Cayman Islands exempted company limited by shares (together with its successors, “SPAC”), and |
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| August 21, 2023 |
Exhibit 2.1 BUSINESS COMBINATION AGREEMENT by and among TWO, as SPAC, LATAM LOGISTIC PROPERTIES S.A., as the Company, and upon execution of a Joinder Agreement, each of the Incorporated Entities Dated as of August 15, 2023 TABLE OF CONTENTS Page Article I Mergers 2 1.1 Incorporated Entities 2 1.2 SPAC Merger 3 1.3 Company Merger 3 1.4 Effective Time 3 1.5 Effect of the Mergers 4 1.6 Organizational |
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| August 21, 2023 |
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): August 15, 2023 two (Exact name of registrant as specified in its charter) Cayman Islands 001-40292 98-1577238 (State or other jurisdiction of incorporation) (Commission File Number) |
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| August 21, 2023 |
Exhibit 10.3 AMENDMENT TO LETTER AGREEMENT This AMENDMENT TO LETTER AGREEMENT (this “Amendment”) is made and entered into as of August 15, 2023, by and among (i) two, a Cayman Islands exempted company with limited liability (the “Company”), (ii) HC PropTech Partners III, LLC, a Delaware limited liability company (the “Sponsor”), (iii) two sponsor, a Cayman Islands company with limited liability (t |
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| August 21, 2023 |
Exhibit 2.1 BUSINESS COMBINATION AGREEMENT by and among TWO, as SPAC, LATAM LOGISTIC PROPERTIES S.A., as the Company, and upon execution of a Joinder Agreement, each of the Incorporated Entities Dated as of August 15, 2023 TABLE OF CONTENTS Page Article I Mergers 2 1.1 Incorporated Entities 2 1.2 SPAC Merger 3 1.3 Company Merger 3 1.4 Effective Time 3 1.5 Effect of the Mergers 4 1.6 Organizational |
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| August 21, 2023 |
Exhibit 10.1 VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”) is made as of August 15, 2023, by and among (i) two, a Cayman Islands exempted company limited by shares (together with its successors, “SPAC”), (ii) LatAm Logistic Properties S.A., a company incorporated under the Laws of Panama (the “Company”), and (iii) JREP I Logistics Acquisition, L.P., a Cayman Islands limited partnership |
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| August 21, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): August 15, 2023 two (Exact name of registrant as specified in its charter) Cayman Islands 001-40292 98-1577238 (State or other jurisdiction of incorporation) (Commission File Number) |
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| August 21, 2023 |
Exhibit 10.3 AMENDMENT TO LETTER AGREEMENT This AMENDMENT TO LETTER AGREEMENT (this “Amendment”) is made and entered into as of August 15, 2023, by and among (i) two, a Cayman Islands exempted company with limited liability (the “Company”), (ii) HC PropTech Partners III, LLC, a Delaware limited liability company (the “Sponsor”), (iii) two sponsor, a Cayman Islands company with limited liability (t |
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| August 21, 2023 |
Exhibit 10.2 LOCK-UP AGREEMENT This LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of August 15, 2023, by and among (i) upon execution of a joinder agreement in the form attached hereto as Exhibit A, a to-be-formed Cayman Islands exempted company limited by shares (“Pubco”), (ii) two, a Cayman Islands exempted company limited by shares (together with its successors, “SPAC”), and |
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| August 21, 2023 |
Exhibit 10.4 LatAm Logistic Properties S.A. August 15, 2023 HC PropTech Partners III, LLC Re: Sponsor Letter Agreement Ladies and Gentlemen: Reference is hereby made to that certain Business Combination Agreement, dated on or about the date hereof (as amended from time to time in accordance with the terms thereof, the “BCA”), by and among (i) two, a Cayman Islands exempted company with limited lia |
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| August 15, 2023 |
Other Events, Financial Statements and Exhibits 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): August 15, 2023 two (Exact name of registrant as specified in its charter) Cayman Islands 001-40292 98-1577238 (State or other jurisdiction of incorporation) (Commission File Number) |
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| August 15, 2023 |
Investor Presentation, dated August 2023. Exhibit 99.2 |
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| August 15, 2023 |
Investor Presentation, dated August 2023. Exhibit 99.2 |
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| August 15, 2023 |
Exhibit 99.1 two and LatAm Logistic Properties S.A. Agree to Combine, Creating a Leading Publicly Traded Developer, Owner, and Manager of Modern Logistics Real Estate in Central and South America ● LatAm Logistic Properties is one of the only Institutional Industrial Platforms operating across the region, bringing the development of class A warehouses to undersupplied markets ● Estimated post-tran |
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| August 15, 2023 |
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): August 15, 2023 two (Exact name of registrant as specified in its charter) Cayman Islands 001-40292 98-1577238 (State or other jurisdiction of incorporation) (Commission File Number) |
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| August 15, 2023 |
Script to Video Recording of the Investor Presentation Exhibit 99.3 Script to Video Recording of the Investor Presentation Operator Welcome to the “two” business combination announcement call. The slide presentation on today’s webcast has been made available for download. The presentation can be found in two’s Current Report on Form 8-K at the website of the U.S. Securities and Exchange Commission at www.sec.gov. A copy of the business combination agr |
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| August 15, 2023 |
Exhibit 99.1 two and LatAm Logistic Properties S.A. Agree to Combine, Creating a Leading Publicly Traded Developer, Owner, and Manager of Modern Logistics Real Estate in Central and South America ● LatAm Logistic Properties is one of the only Institutional Industrial Platforms operating across the region, bringing the development of class A warehouses to undersupplied markets ● Estimated post-tran |
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| August 15, 2023 |
Script to Video Recording of the Investor Presentation Exhibit 99.3 Script to Video Recording of the Investor Presentation Operator Welcome to the “two” business combination announcement call. The slide presentation on today’s webcast has been made available for download. The presentation can be found in two’s Current Report on Form 8-K at the website of the U.S. Securities and Exchange Commission at www.sec.gov. A copy of the business combination agr |
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| August 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 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 June 30, 2023 OR ☐ 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 chart |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 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 OR ☐ 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 char |
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| May 15, 2023 |
Amendment to Amended and Restated Memorandum and Articles of Association. Exhibit 3.1 |
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| May 3, 2023 |
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): April 27, 2023 two (Exact name of registrant as specified in its charter) Cayman Islands 001-40292 98-1577238 (State or other jurisdiction of incorporation) (Commission File Number) ( |
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| April 13, 2023 |
TWOA / two - Class A / Radcliffe Capital Management, L.P. - SC 13G Passive Investment SC 13G 1 tm2312814d1sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. ) two (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) |
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| April 6, 2023 |
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): March 31, 2023 two (Exact name of registrant as specified in its charter) Cayman Islands 001-40292 98-1577238 (State or other jurisdiction of incorporation) (Commission File Number) ( |
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| March 31, 2023 |
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): March 31, 2023 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. |
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| March 27, 2023 |
Form of Non-Redemption Agreement Exhibit 10.1 NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTEREST This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of March [●], 2023 by and among two (“TWOA” or the “Company”), two sponsor, a Cayman Islands limited liability company (the “Sponsor”) and the undersigned investor (“Investor”). RECITALS WHEREAS, the Sponsor currently holds TWO |
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| March 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ 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) Cay |
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| March 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| March 27, 2023 |
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): March 27, 2023 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. |
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| March 24, 2023 |
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): March 23, 2023 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. |
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| March 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| March 23, 2023 |
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): March 22, 2023 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. |
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| March 20, 2023 |
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): March 20, 2023 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. |
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| March 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| March 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| February 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| February 14, 2023 |
TWOA / two / Sculptor Capital LP - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* two (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G9152V101 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate th |
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| February 14, 2023 |
TWOA / two / GLAZER CAPITAL, LLC Passive Investment SC 13G 1 twoa20221231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 two (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G9152V101 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the |
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| February 13, 2023 |
TWOA / two / ARISTEIA CAPITAL LLC Passive Investment SC 13G 1 sc13gtwo.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. *) two (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G9152V101 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to de |
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| January 5, 2023 |
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 |
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| November 14, 2022 |
Table of Contents 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 September 30, 2022 OR ☐ 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 |
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| August 15, 2022 |
Table of Contents 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 June 30, 2022 OR ? 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 spec |
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| May 16, 2022 |
Table of Contents 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, 2022 OR ? 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 spe |
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| April 1, 2022 |
Exhibit 4.4 DESCRIPTION OF SECURITIES We are a Cayman Islands exempted company and our affairs are governed by our amended and restated memorandum and articles of association, the Companies Law and the common law of the Cayman Islands. Pursuant to our amended and restated memorandum and articles of association, we are authorized to issue 400,000,000 Class A ordinary shares and 10,000,000 Class B o |
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| April 1, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A No. 1 ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? 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 spe |
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| March 31, 2022 |
Exhibit 4.4 DESCRIPTION OF SECURITIES We are a Cayman Islands exempted company and our affairs are governed by our amended and restated memorandum and articles of association, the Companies Law and the common law of the Cayman Islands. Pursuant to our amended and restated memorandum and articles of association, we are authorized to issue 400,000,000 Class A ordinary shares and 10,000,000 Class B o |
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| March 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? 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) Cay |
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| February 14, 2022 |
TWOA / two / Sculptor Capital LP - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* TWO (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G9152V101 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu |
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| February 14, 2022 |
TWOA / two / Vellar Opportunities Fund Master, Ltd. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 14, 2022 |
TWOA / two / FIR TREE CAPITAL MANAGEMENT LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| January 28, 2022 |
TWOA / two / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) TWO (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G9152V101 (CUSIP Number) DECEMBER 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pur |
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| January 14, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to two (Exact nam |
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| January 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 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): January 13, 2022 two (Exact name of registrant as specified in charter) Cayman Islands 001-40292 98-1577238 (State or other jurisdiction of incorporation) Commission F |
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| November 15, 2021 |
Table of Contents 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 September 30, 2021 OR ? 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 |
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| August 16, 2021 |
Table of Contents 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 June 30, 2021 OR ? 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 spec |
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| June 28, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents 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, 2021 OR ? 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 spe |
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| June 1, 2021 |
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): May 25, 2021 two (Exact name of registrant as specified in its charter) Cayman Islands 001-39453 98-1577238 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| June 1, 2021 |
two Receives Expected Notice from the NYSE Regarding Delayed Filing of Quarterly Report EX-99.1 2 d185693dex991.htm EX-99.1 Exhibit 99.1 two Receives Expected Notice from the NYSE Regarding Delayed Filing of Quarterly Report San Francisco, CA, June 1, 2021 — On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the U.S. Securities and Exchange Commission (the “SEC”) together issued a statement regarding the accounting and reporti |
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| May 17, 2021 |
SEC File Number: 001-40292 CUSIP Number: G9152V101 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: March 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form. |
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| April 19, 2021 |
EX-99.1 2 d168191dex991.htm EX-99.1 Exhibit 99.1 TWO BALANCE SHEET April 1, 2021 Pro Forma Adjustments As Adjusted (Unaudited) (Unaudited) Assets Current assets: Cash $ 2,500,000 $ 14,375,000 (a ) $ 2,535,937 287,500 (b ) (251,563 ) (c ) (14,375,000 ) (f ) Prepaid expenses 674,600 — 674,600 Total current assets 3,174,600 35,937 3,210,537 Cash held in Trust Account 200,000,000 14,375,000 (f ) 214,3 |
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| April 19, 2021 |
Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 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): April 1, 2021 two (Exact name of registrant as specified in charter) Cayman Islands 001-40292 98-1577238 (State or other jurisdiction of incorporation) Commission File |
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| April 8, 2021 |
EX-99.1 Table of Contents Exhibit 99.1 TWO Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Notes to Financial Statement F-4 - F-11 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of two Opinion on the Financial Statement We have audited the accompanying balance sheet of two (the “Company”) as of |
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| April 8, 2021 |
Financial Statements and Exhibits, Other Events 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): April 1, 2021 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. |
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| April 7, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 TWO (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G9152V101 (CUSIP Number) MARCH 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to which this S |
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| April 6, 2021 |
SC 13G 1 d8836103sc13-g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* two (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G9152V101 (CUSIP Number) March 30, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to |
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| April 2, 2021 |
Administrative Services Agreement, dated March 29, 2021 between the Company and two sponsor. EX-10.5 8 d145137dex105.htm EX-10.5 Exhibit 10.5 EXECUTION VERSION two March 29, 2021 two sponsor 16 Funston Avenue, Suite A, San Francisco, California 94129 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securit |
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| April 2, 2021 |
EX-10.4 Exhibit 10.4 Execution Version PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of March 29, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among two, a Cayman Islands exempted company (the “Company”) and two sponsor, a Cayman Islands limited liability |
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| April 2, 2021 |
8-K 1 d145137d8k.htm 8-K 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): March 29, 2021 two (Exact name of registrant as specified in charter) Cayman Islands 001-40292 98-1577238 (State or other jurisdiction of incorporation) Commi |
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| April 2, 2021 |
Indemnity Agreement, dated March 29, 2021, between the Company and Ryan Petersen. Exhibit 10.11 EXECUTION VERSION INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the ?Agreement?) is made and entered into as of March 29, 2021 between two, a Cayman Islands exempted company (the ?Company?), and Ryan Peteresen (?Indemnitee?). WITNESSETH THAT: WHEREAS, highly competent persons have become more reluctant to serve companies and corporations as directors or in other capacitie |
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| April 2, 2021 |
Exhibit 10.2 EXECUTION VERSION INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 29, 2021, by and between two, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. 33 |
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| April 2, 2021 |
Underwriting Agreement, dated March 29, 2021, between the Company and Citigroup Global Markets Inc. EX-1.1 Exhibit 1.1 two 20,000,000 Shares UNDERWRITING AGREEMENT New York, New York March 29, 2021 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 as Representative of the several underwriters listed in Schedule I hereto (the “Underwriters”) Ladies and Gentlemen: two, a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriter |
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| April 2, 2021 |
Amended and Restated Memorandum and Articles of Association of the Company. Exhibit 3.1 COMPANIES ACT (AS REVISED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF two ADOPTED BY SPECIAL RESOLUTION DATED 29 MARCH 2021 AND EFFECTIVE ON 29 MARCH 2021 COMPANIES ACT (AS REVISED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF two ADOPTED BY SPECIAL RESOLUTION DATED 29 MARCH 2021 AND EFECTIVE ON 29 MARCH 2021 |
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| April 2, 2021 |
Indemnity Agreement, dated March 29, 2021, between the Company and Michelle Gill. Exhibit 10.10 EXECUTION VERSION INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the ?Agreement?) is made and entered into as of March 29, 2021 between two, a Cayman Islands exempted company (the ?Company?), and Michelle Gill (?Indemnitee?). WITNESSETH THAT: WHEREAS, highly competent persons have become more reluctant to serve companies and corporations as directors or in other capacities |
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| April 2, 2021 |
Exhibit 10.7 EXECUTION VERSION INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the ?Agreement?) is made and entered into as of March 29, 2021 between two, a Cayman Islands exempted company (the ?Company?), and Gautam Gupta (?Indemnitee?). WITNESSETH THAT: WHEREAS, highly competent persons have become more reluctant to serve companies and corporations as directors or in other capacities u |
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| April 2, 2021 |
SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* (Name of Issuer) TWO (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G9152V101** (CUSIP Number) March 30, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to |
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| April 2, 2021 |
Indemnity Agreement, dated March 29, 2021, between the Company and Kevin Hartz. Exhibit 10.6 EXECUTION VERSION INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the ?Agreement?) is made and entered into as of March 29, 2021 between two, a Cayman Islands exempted company (the ?Company?), and Kevin Hartz (?Indemnitee?). WITNESSETH THAT: WHEREAS, highly competent persons have become more reluctant to serve companies and corporations as directors or in other capacities un |
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| April 2, 2021 |
EX-10.1 4 d145137dex101.htm EX-10.1 Exhibit 10.1 EXECUTION VERSION March 29, 2021 two c/o two sponsor 16 Funston Avenue, Suite A The Presidio of San Francisco San Francisco, CA 94129 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among |
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| April 2, 2021 |
Indemnity Agreement, dated March 29, 2021, between the Company and Troy B. Steckenrider III. Exhibit 10.8 EXECUTION VERSION INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the ?Agreement?) is made and entered into as of March 29, 2021 between two, a Cayman Islands exempted company (the ?Company?), and Troy B. Steckenrider III (?Indemnitee?). WITNESSETH THAT: WHEREAS, highly competent persons have become more reluctant to serve companies and corporations as directors or in other |
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| April 2, 2021 |
Indemnity Agreement, dated March 29, 2021, between the Company and Pierre Lamond. EX-10.9 Exhibit 10.9 EXECUTION VERSION INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of March 29, 2021 between two, a Cayman Islands exempted company (the “Company”), and Pierre Lamond (“Indemnitee”). WITNESSETH THAT: WHEREAS, highly competent persons have become more reluctant to serve companies and corporations as directors or in other cap |
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| April 2, 2021 |
two Announces Pricing of $200 Million Initial Public Offering EX-99.1 Exhibit 99.1 two Announces Pricing of $200 Million Initial Public Offering NEWS PROVIDED BY two g Mar 29, 2021, 23:06 ET SAN FRANCISCO, March 29, 2021 /PRNewswire/ — two, a newly-organized blank check company led by technology industry veteran Kevin Hartz, today announced the pricing of a $200 million initial public offering. two has been formed for the purpose of effecting a business comb |
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| April 2, 2021 |
Registration Rights Agreement, dated as of March 29, 2020, between the Company and the Sponsor.(2) EX-10.3 Exhibit 10.3 EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 29, 2021, is made and entered into by and among two, a Cayman Islands exempted company (the “Company”), two sponsor, a Cayman Islands limited liability company (the “Sponsor”, and together with any person or entity who hereafter becomes a party to this Agree |
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| March 30, 2021 |
$200,000,000 20,000,000 Shares Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-253802 Prospectus $200,000,000 two 20,000,000 Shares two is a newly incorporated blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more busine |
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| March 25, 2021 |
CORRESP 1 filename1.htm March 25, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, NE Washington, D.C. 20549 Attn: Anuja A. Majmudar Attorney-Adviser Division of Corporation Finance Re: two Registration Statement on Form S-1 Filed March 2, 2021 File No. 333-253802 Dear Ms. Majmudar: Pursuant to Rule 461 of the Ge |
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| March 25, 2021 |
two 16 Funston Avenue, Suite A The Presidio of San Francisco San Francisco, CA 94129 two 16 Funston Avenue, Suite A The Presidio of San Francisco San Francisco, CA 94129 March 25, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N. |
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| March 24, 2021 |
8-A12B 1 d154833d8a12b.htm 8-A12B U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 two (Exact Name of Registrant as Specified in Its Charter) Cayman Island 98-1577238 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 16 Funst |
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| March 23, 2021 |
Table of Contents As filed with the U.S. Securities and Exchange Commission on March 23, 2021. Registration No. 333-253802 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 two (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1577238 (State or other jurisdiction of |
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| March 17, 2021 |
EX-10.1 6 d123205dex101.htm EX-10.1 Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of March [●], 2021, by and between two, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Fo |
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| March 17, 2021 |
Form of Specimen Ordinary Share Certificate.(2) EX-4.1 4 d123205dex41.htm EX-4.1 Exhibit 4.1 SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE NUMBER SHARES two INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP G9152V 10 1 This certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF US$0.0001 EACH OF two (THE “COMPANY”) subject to the Co |
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| March 17, 2021 |
Form of Underwriting Agreement. Exhibit 1.1 two 20,000,000 Shares1 UNDERWRITING AGREEMENT New York, New York [?], 2021 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 as Representative of the several underwriters listed in Schedule I hereto (the ?Underwriters?) Ladies and Gentlemen: two, a Cayman Islands exempted company (the ?Company?), proposes to issue and sell to the several underwriters named in |
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| March 17, 2021 |
EX-99.4 Exhibit 99.4 CONSENT OF MICHELLE GILL two (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Regis |
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| March 17, 2021 |
Form of Private Placement Share Agreement between the Registrant and the Sponsor. EX-10.3 8 d123205dex103.htm EX-10.3 Exhibit 10.3 PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of March [●], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among two, a Cayman Islands exempted company (the “Company”) and two sponsor, a Cayman Islands limite |
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| March 17, 2021 |
CORRESP 1 filename1.htm March 17, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, NE Washington, D.C. 20549 Re: two Registration Statement on Form S-1 Filed March 2, 2021 File No. 333-253802 Ladies and Gentlemen: On behalf of two, a Cayman Islands exempted company (the “Company”), we are transmitting this letter in r |
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| March 17, 2021 |
exhibit 99.6 CONSENT OF RYAN PETERSEN two (the ?Company?) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the ?Registration Statement?) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Registration |
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| March 17, 2021 |
EX-10.2 Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among two, a Cayman Islands exempted company (the “Company”), two sponsor, a Cayman Islands limited liability company (the “Sponsor”, and together with any person or entity who hereafter becomes a party to this Agreement pursuant to Sectio |
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| March 17, 2021 |
Table of Contents As filed with the U.S. Securities and Exchange Commission on March 17, 2021. Registration No. 333-253802 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 two (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1577238 (State or other jurisdiction of |
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| March 17, 2021 |
Exhibit 10.4 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of March [●], 2021 between two, a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”). WITNESSETH THAT: WHEREAS, highly competent persons have become more reluctant to serve companies and corporations as directors or in other capacities unless they are provided wi |
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| March 17, 2021 |
EX-99.5 exhibit 99.5 CONSENT OF PIERRE LAMOND two (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Regis |
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| March 17, 2021 |
Amended and Restated Memorandum and Articles of Association.(1) EX-3.2 3 d123205dex32.htm EX-3.2 Exhibit 3.2 COMPANIES LAW (REVISED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF two ADOPTED BY SPECIAL RESOLUTION DATED [ ] 2021 AND EFFECTIVE ON [ ] 2021 COMPANIES LAW (REVISED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF two ADOPTED BY SPECIAL RESOLUTION DATED [ ] 2021 AND EFECTIVE ON [ |
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| March 17, 2021 |
Exhibit 10.8 [], 2021 two c/o two sponsor 16 Funston Avenue, Suite A The Presidio of San Francisco San Francisco, CA 94129 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among two, a Cayman Islands exempted company (the ?Company?) and C |
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| March 17, 2021 |
EX-10.5 10 d123205dex105.htm EX-10.5 Exhibit 10.5 two March [●], 2021 two sponsor 16 Funston Avenue, Suite A, San Francisco, California 94129 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of two (the |
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| March 4, 2021 |
Table of Contents As filed with the U.S. Securities and Exchange Commission on March 4, 2021. Registration No. 333-253802 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 two (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1577238 (State or other jurisdiction of |
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| March 2, 2021 |
Table of Contents As filed with the U.S. Securities and Exchange Commission on March 2, 2021. Registration No. 333-[?] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 two (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1577238 (State or other jurisdiction of incorporation or organ |
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| March 2, 2021 |
Exhibit 10.7 two 16 Funston Avenue, Suite A The Presidio of San Francisco San Francisco, CA 94129 January 21, 2021 two sponsor 16 Funston Avenue, Suite A The Presidio of San Francisco San Francisco, CA 94129 Re: Securities Subscription Agreement Gentlemen: This agreement (this ?Agreement?) is entered into on January 21, 2021 by and between two sponsor, a Cayman Islands limited liability company (t |
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| March 2, 2021 |
EX-14.1 5 d123205dex141.htm EX-14.1 Exhibit 14.1 CODE OF CONDUCT AND ETHICS OF two The Board of Directors of one, a Cayman Islands exempted company (the “Company”), has adopted this Code of Ethics (this “Code”) to provide value for our shareholders; and • To encourage honest and ethical conduct, including fair dealing and the ethical handling of conflicts of interest; • To prompt full, fair, accur |
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| March 2, 2021 |
Form of Audit Committee Charter. EX-99.1 6 d123205dex991.htm EX-99.1 Exhibit 99.1 two CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS Purpose and Policy The primary purpose of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of two, a Cayman Islands exempted company (the “Company”), shall be to act on behalf the Board in fulfilling the Board’s oversight responsibilities with respect to the Co |
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| March 2, 2021 |
Form of Nominating and Corporate Governance Committee Charter. Exhibit 99.3 two CHARTER OF THE NOMINATING COMMITTEE OF THE BOARD OF DIRECTORS Purpose The Nominating and Corporate Governance Committee (?Committee?) of the Board of Directors (the ?Board?) of two, a Cayman Islands exempted company (the ?Company?), has been established to help ensure that the Board is properly constituted to meet its fiduciary obligations to shareholders and the Company and that |
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| March 2, 2021 |
Promissory Note, dated as of January 21, 2021, issued to the Sponsor. Exhibit 10.6 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| March 2, 2021 |
Form of Compensation Committee Charter. Exhibit 99.2 two CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS Purpose of the Committee The purposes of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of two, a Cayman Islands exempted company (the “Company”), shall be to oversee the Company’s compensation and employee benefit plans and practices, including its executive, director and other i |
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| March 2, 2021 |
Memorandum and Articles of Association. Exhibit 3.1 Assistant Registrar THE COMPANIES ACT (2021 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF TWO Auth Code: H85583525130 www.verify.gov.ky Assistant Registrar THE COMPANIES ACT (2021 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF TWO 1 The name of the Company is two 2 The Registered Office of the |
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| February 5, 2021 |
Table of Contents As confidentially submitted to the Securities and Exchange Commission on February 5, 2021. |
