Quarterly report pursuant to Section 13 or 15(d)

Cover Page

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Cover Page - shares
9 Months Ended
Sep. 30, 2021
Nov. 15, 2021
Document Information [Line Items]    
Document Type 10-Q/A  
Amendment Flag true  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Sep. 30, 2021  
Document Fiscal Year Focus 2021  
Document Fiscal Period Focus Q3  
Current Fiscal Year End Date --12-31  
Entity Registrant Name two  
Entity Central Index Key 0001843988  
Entity Incorporation, State or Country Code E9  
Entity Address, State or Province CA  
Entity Current Reporting Status No  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity File Number 001-40292  
Entity Tax Identification Number 98-1577238  
Entity Address, Address Line One 16 Funston Avenue, Suite A  
Entity Address, Address Line Two The Presidio of San Francisco  
City Area Code 415  
Local Phone Number 480-1752  
Entity Address, Postal Zip Code 94129  
Entity Address, City or Town San Francisco  
Entity Small Business true  
Entity Emerging Growth Company true  
Entity Ex Transition Period false  
Entity Shell Company true  
Title of 12(b) Security Class A ordinary shares, par value $0.0001 per share  
Trading Symbol TWOA  
Security Exchange Name NYSE  
Amendment Description References throughout this Amendment No. 1 to the Quarterly Report on Form 10-Q to “we,” “us,” the “Company” or “our company” are to two, unless the context otherwise indicates. This Amendment No. 1 (“Amendment No. 1”) to the Quarterly Report on Form 10-Q/A amends the Quarterly Report on Form 10-Q of two as of and for the periods ended September 30, 2021, as filed with the Securities and Exchange Commission (“SEC”) on November 15, 2021 (the “Original Filing”). On November 15, 2021, two (the “Company”) filed its Form 10-Q for the quarterly period ending September 30, 2021 (the “Q3 2021 Form 10-Q”), which included a Note 2, Revision of Previously Reported Financial Statements, (“Note 2”) that described a revision to the Company’s classification of its Class A ordinary shares subject to redemption issued in the Company’s initial public offering (“IPO”) on April 1, 2021 and subsequent over-allotment on April 13, 2021. As described in Note 2, upon its IPO, the Company classified a portion of the Class A ordinary shares as permanent equity to maintain net tangible assets greater than $5,000,000 on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $5,000,001. Previously, the Company did not consider redeemable stock classified as temporary equity as part of net tangible assets. Effective with these financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. As a result, management corrected the error by restating all Class A ordinary shares subject to redemption (Public Shares, as defined in Note 1 to the unaudited condensed financial statements) as temporary equity. This resulted in an adjustment to the initial carrying value of the Class A ordinary shares subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A ordinary shares. In connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation differs from the previously presented method of earnings per share, which was similar to the two-class method. The Company determined the changes were not qualitatively material to the Company’s previously issued financial statements and did not restate its financial statements. Instead, the Company originally revised its previously reported financial statements in Note 2 to its Q3 2021 Form 10-Q. Although the qualitative factors that management assessed tended to support a conclusion that the misstatements were not material, these factors were not strong enough to overcome the significant quantitative errors in the financial statements. The qualitative and quantitative factors support a conclusion that the misstatements are material on a quantitative basis. Management concluded that the misstatement was such of magnitude that it is probable that the judgment of a reasonable person relying upon the financial statements would have been influenced by the inclusion or correction of the foregoing items. As such, upon further consideration of the change, the Company determined the change in classification of the Class A ordinary shares and change to its presentation of earnings per share is material quantitatively and it should restate its previously issued financial statements. Therefore, on January 13, 2022, the Company’s management and the audit committee of the Company’s board of directors (the “Audit Committee”) concluded that the Company’s previously issued revision to the (i) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 16, 2021, and (ii) Note 2 to the unaudited interim financial statements and Item 4 of Part 1 included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the SEC on November 15, 2021 (collectively, the “Affected Periods”), should be restated to report all Public Shares as temporary equity and should no longer be relied upon. As such, the Company has restated these financial statements for the Affected Periods. In addition, the Company and Audit Committee determined that the Company’s audited balance sheet as of April 1, 2021, included with the Company’s Current Report on Form 8-K, filed with the SEC on April 8, 2021, should be restated to report all Public Shares as temporary equity and should no longer be relied upon. The restatement does not have an impact on its cash position and cash held in the trust account established in connection with the IPO (the “Trust Account”). After re-evaluation, the Company’s management has concluded that in light of the errors described above, a material weakness existed in the Company’s internal control over financial reporting during the Affected Periods and that the Company’s disclosure controls and procedures were not effective. The Company’s remediation plan with respect to such material weakness is described in more detail in the Item 4 – Controls and Procedures, contained herein. We are filing this Amendment No. 1 to amend and restate the Original Filing with modification as necessary to reflect the restatements. The following items have been amended to reflect the restatements: Part I, Item 1. Condensed Consolidated Financial Statements Part I, Item 4 Controls and Procedures Part II, Item 1A. Risk Factors In addition, the Company’s Chief Executive Officer and Chief Financial Officer have provided new certifications dated as of the date of this filing in connection with this Form 10-Q/A (Exhibits 31.1, 31.2, 32.1 and 32.2). Except as described above, no other information included in the Original Filing is being amended or updated by this Amendment No. 1 and, other than as described herein, this Amendment No. 1 does not purport to reflect any information or events subsequent to the Original Filing. We have not amended our previously filed Quarterly Report on Form 10-Q for the period ended June 30, 2021, affected by the restatement. This Amendment No. 1 continues to describe the conditions as of the date of the Original Filing and, except as expressly contained herein, we have not updated, modified or supplemented the disclosures contained in the Original Filing. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing and with our filings with the SEC subsequent to the Original Filing.  
Class A ordinary shares    
Document Information [Line Items]    
Entity Common Stock, Shares Outstanding   22,066,250
Class B ordinary shares    
Document Information [Line Items]    
Entity Common Stock, Shares Outstanding   5,359,375