Form 8-K - Current report

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)

(IRS Employer

Identification No.)

195 US HWY 50, Suite 208

Zephyr Cove, NV 89448

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (310) 954-9665

17 Beach Club Drive

Stateline, NV 89449

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

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

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))

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.

On December 27, 2023, two, a Cayman Islands exempted company (the “Company”), convened and then adjourned its extraordinary general meeting in lieu of an annual general meeting (the “Special Meeting”), without conducting any business, in order to provide shareholders additional time to vote. The adjourned Special Meeting will reconvene on December 29, 2023 at 12:00 p.m. Eastern Time at https://www.cstproxy.com/twoaspac/2023.

Additional Information and Where to Find It

This document may be deemed to be solicitation material in respect of the Special Meeting to be held on December 29, 2023. In connection with the Special Meeting, the Company filed a definitive proxy statement, dated December 11, 2023 (the “Proxy Statement”), with the United States Securities and Exchange Commission (the “SEC”) on December 11, 2023. BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE ADJOURNED MEETING. The Proxy Statement has been mailed to shareholders who are entitled to vote at the Special Meeting. Shareholders will also be able to obtain a copy of the Proxy Statement free of charge by directing a request to the Company. In addition, the Proxy Statement is available free of charge at the SEC’s website, www.sec.gov.

Participants in the Solicitation

The Company and its directors and executive officers and other employees may be deemed to be participants in the solicitation of proxies in respect of the Special Meeting. Information regarding the Company’s directors and executive officers and any persons who may, under the rules of the SEC, be considered participants in the solicitation of shareholders in connection with the Special Meeting is set forth in the Proxy Statement, available free of charge at the SEC’s website at www.sec.gov, and by mail at: 195 US HWY 50, Suite 208, Zephyr Cove, NV 89448.

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: December 27, 2023

	two

	By:	/s/ Thomas Hennessy
	Name:	Thomas Hennessy
	Title:	Chief Executive Officer

Cover	Dec. 27, 2023
Entity Addresses [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 27, 2023
Entity File Number	001-40292
Entity Registrant Name	two
Entity Central Index Key	0001843988
Entity Tax Identification Number	98-1577238
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	195 US HWY 50
Entity Address, Address Line Two	Suite 208
Entity Address, City or Town	Zephyr Cove
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89448
City Area Code	(310)
Local Phone Number	954-9665
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	TWOA
Security Exchange Name	NYSE
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Former Address [Member]
Entity Addresses [Line Items]
Entity Address, Address Line One	17 Beach Club Drive
Entity Address, City or Town	Stateline
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89449