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~~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 registrant as specified in its charter)

Cayman Islands		~~001~~98-~~40292~~1577238		~~98-1577238~~
(State or other jurisdiction of incorporation or organization)		(~~Commission~~I.R.S. ~~File~~Employer ~~Number~~Identification No.)		~~(I.R.S. Employer Identification Number)~~

900 Kearny St, Suite 610 San Francisco, CA		94133
195 US HWY 50, Suite 208 Zephyr Cove, NV		89448
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (~~415~~310) ~~480~~954-~~1752~~9665

Not Applicable

(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:	Name of Each Exchange on Which Registered:
Title of each class	Trading Symbol	Name of each exchange on which registered
Class A ordinary shares, par value $0.0001 per share	TWOA	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the ~~Exchange~~ Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer, “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

		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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☐ No ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

AtIndicate ~~March~~by ~~24,~~check ~~2023,~~mark ~~the~~whether ~~aggregate market value of~~ the ~~Registrant’s~~registrant ~~Class~~is Aa ~~ordinary~~shell ~~shares~~company ~~outstanding,~~(as ~~other~~defined ~~than~~in ~~shares~~Rule ~~held~~12b-2 ~~by persons who may be deemed affiliates~~ of the ~~Registrant,~~Exchange ~~was approximately $219,019,250 based on the last reported sales price of $10~~Act).~~22 on~~ ~~the~~Yes ~~New~~☒ ~~York~~No ~~Stock Exchange.~~☐

AsThe ofaggregate ~~March~~market ~~24,~~value ~~2023,~~of ~~there~~the ~~were~~outstanding ~~21,437,500~~ Class A ordinary shares of the registrant, ~~par~~other ~~value~~than ~~$0.0001~~shares ~~per~~held ~~share,~~by ~~and~~persons 5who may be deemed affiliates of the registrant,~~359,375~~ computed by reference to the closing price for the Class BA ordinary shares on June 30, 2023, as reported ~~par~~on ~~value~~the ~~$0.0001~~New ~~per~~York ~~share,~~Stock ~~issued~~Exchange ~~and~~was ~~outstanding~~$43,170,699.

As of February 13, 2024, there were 4,191,330 Class A ordinary shares, par value $0.0001 per share, and 5,359,375 Class B ordinary shares, par value $0.0001 per share, issued and outstanding.

Documents Incorporated by Reference: None.

TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			3	6
PART I			5
	Item 1.	Business	5	7
	Item 1A.	Risk Factors	20	25
	Item 1B.	Unresolved Staff Comments	49	26
	Item 2.	Properties	49
	Item 1C.	Cybersecurity		26
	Item 3.	Legal Proceedings	49
	Item 2.	Properties		26
	Item 4.	Mine Safety Disclosures	49
	Item 3.	Legal Proceedings		26
PART II			50
	Item 4.	Mine Safety Disclosures		26
	Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	50
PART II
	Item 6.	[Reserved]	51
	Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		27
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	51
	Item 6.	[Reserved]		28
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	57
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		28
	Item 8.	Financial Statements and Supplementary Data	57
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.		33
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	57
	Item 8.	Financial Statements and Supplementary Data		34
	Item 9A.	Controls and Procedures	57
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		34
	Item 9B.	Other Information	58
	Item 9A.	Controls and Procedures		34
	Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	58
	Item 9B.	Other Information		34
PART III			59
	Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections		34
	Item 10.	Directors, Executive Officers and Corporate Governance	59
PART III
	Item 11.	Executive Compensation	66
	Item 10.	Directors, Executive Officers and Corporate Governance		35
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	67
	Item 11.	Executive Compensation		42
	Item 13.	Certain Relationships and Related Transactions, and Director Independence	68
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		42
	Item 14.	Principal Accountant Fees and Services	69
	Item 13.	Certain Relationships and Related Transactions, and Director Independence		43
PART IV			70
	Item 14.	Principal Accountant Fees and Services		45
	Item 15.	Exhibits, Financial Statement Schedules	70
PART IV
	Item 16.	Form 10-K Summary	70
	Item 15.	Exhibits and Financial Statement Schedules		46
SIGNATURES			71
	Item 16.	Form 10-K Summary		46
SIGNATURES				47

CERTAIN TERMS

Unless otherwise stated in this ~~prospectus~~Annual Report on Form 10-K (this “report”) or the context otherwise requires, references to:

● “~~Companies~~Ancillary ~~Act~~Documents” ~~are~~means to the ~~Companies~~documents ~~Act~~and ~~(As~~agreements ~~Revised)~~ancillary ofto the ~~Cayman~~Business ~~Islands~~Combination asAgreement. ● “Business Combination” refers to the ~~same~~business ~~may~~combination becontemplated ~~amended~~by ~~from~~the ~~time~~Business toCombination ~~time;~~Agreement. ● “~~company,”~~Business ~~“we,”~~Combination ~~“us,~~Agreement” ~~“our,”~~refers orto ~~“our~~that ~~company”~~certain ~~are~~business tocombination ~~two~~agreement, adated ~~Cayman~~as ~~Islands~~of ~~exempted~~August ~~company;~~15, ●2023, ~~“founders”~~as ~~are~~it tomay ~~Kevin~~be E.amended ~~Hartz~~or ~~(Co-Chief~~supplemented ~~Executive~~between ~~Officer~~and among TWOA and ~~Director)~~LLP, ~~Gautam~~and ~~Gupta~~by ~~(Co-Chief~~a ~~Executive~~joinder ~~Officer)~~agreement, ~~Troy~~each B.of ~~Steckenrider~~Pubco, ~~III~~SPAC ~~(Chief~~Merger ~~Financial~~Sub ~~Officer),~~ and ~~Eugene~~Company ~~“Spike”~~Merger ~~Lipkin;~~Sub. ● “~~founder~~Class ~~shares~~A Ordinary Shares” ~~are~~refers to ~~our~~TWOA’s Class BA ordinary shares, ~~initially~~par ~~issued~~value $0.0001 per share. ● “Class B Ordinary Shares” refers to ~~our~~TWOA’s ~~sponsor~~Class inB aordinary ~~private~~shares, ~~placement~~par ~~prior~~value $0.0001 per share. ● “Closing” refers to ~~this~~the ~~offering~~closing ~~and~~of the ~~Class~~transactions Acontemplated ~~ordinary~~by ~~shares~~the ~~that~~Business ~~will~~Combination beAgreement. ~~issued~~● ~~upon~~“Companies Act” refers to the ~~automatic~~Companies ~~conversion~~Act (As Revised) of the ~~Class~~Cayman BIslands, ~~ordinary~~as ~~shares~~amended atfrom ~~the~~time to time and any regulations, codes of ~~our~~practice ~~initial~~or ~~business~~orders ~~combination~~promulgated ~~(for~~pursuant thereto. ● “Company Merger” refers to the ~~avoidance~~merger ofby ~~doubt,~~Company ~~such~~Merger ~~Class~~Sub Awith ~~ordinary~~and ~~shares~~into ~~will~~LLP, ~~not~~with beLLP ~~“public~~continuing ~~shares”);~~as the surviving company. ● “~~initial~~Company ~~shareholders~~Merger Sub” ~~are~~refers to ~~our~~LPA ~~sponsor~~Panama ~~and~~Group ~~each~~Corp., ~~other~~a ~~holder~~company formed under the laws of ~~founder~~Panama ~~shares~~and ~~upon~~a ~~the~~wholly-owned ~~consummation~~subsidiary of ~~this~~Pubco. ~~offering;~~● “Continental” refers to Continental Stock Transfer & Trust Company. ● “~~ordinary~~Current ~~shares~~Charter” ~~are~~refers to ~~our~~TWOA’s ~~Class~~existing AAmended ~~ordinary~~and ~~shares~~Restated Memorandum and ~~our~~Articles ~~Class~~of BAssociation, ~~ordinary~~as ~~shares;~~amended. ● “~~our~~Current ~~founding team~~Insiders” ~~are~~refers to ~~our~~the ~~executive~~Sponsor and the current directors and officers and ~~directors;~~advisors to TWOA. ● “~~private~~Effective ~~placement shares~~Time” ~~are~~refers to the ~~Class~~effective Atime ~~ordinary~~of ~~shares~~the toMergers. be● ~~issued~~“Exchange Act” refers to ~~our~~the ~~sponsor~~Securities inExchange aAct ~~private~~of ~~placement~~1934, ~~simultaneously~~as ~~with~~amended. ~~the~~● ~~closing~~“Extraordinary ofGeneral ~~this~~Meeting” ~~offering~~refers ~~and~~to ~~upon~~the ~~conversion~~extraordinary general meeting of ~~working~~TWOA’s ~~capital~~shareholders ~~loans,~~to ifbe ~~any~~held (for the ~~avoidance~~approval of ~~doubt~~, ~~such~~among ~~private~~other ~~placement~~things, ~~shares~~the ~~will~~Business ~~not~~Combination. ~~be “public shares”);~~ ● “~~public shareholders~~F-4” ~~are~~refers to the ~~holders~~Registration ofStatement ~~our~~on ~~public~~Form ~~shares,~~F-4 (including ~~our~~a ~~sponsor~~preliminary proxy statement/prospectus), and ~~founding~~amendments ~~team~~thereto, toinitially filed by Pubco with the ~~extent~~SEC ~~our~~on ~~sponsor~~December ~~and/or~~8, ~~members~~2023 of(File ~~our~~No. ~~founding~~333-275972) ~~team~~in ~~purchase~~connection ~~public~~with ~~shares,~~the ~~provided~~Transactions. ~~that~~● ~~our~~“First ~~sponsor~~Extension Meeting” refers to the extraordinary general meeting of TWOA’s ~~and~~shareholders ~~each~~held ~~member~~on ofMarch ~~our~~31, ~~founding~~2023, ~~team~~at which TWOA’s ~~status~~shareholders asapproved aan ~~“public~~amendment ~~shareholder”~~to ~~will~~the ~~only~~Current ~~exist~~Charter ~~with~~to ~~respect~~extend tothe ~~such~~date ~~public~~by ~~shares;~~which ●TWOA ~~“public~~would ~~shares”~~be ~~are~~required to ~~our~~consummate ~~Class~~a Abusiness ~~ordinary~~combination ~~shares;~~from ~~and~~April 1, 2023 to January 1, 2024. ● “~~sponsor~~Founder Registration Rights Agreement” ~~are~~refers to ~~two~~that ~~sponsor~~certain registration rights agreement, adated ~~Cayman~~as ~~Islands~~of ~~limited~~March ~~liability~~29, ~~company~~2021, entered into by TWOA, the Sponsor, the Original Sponsor and the other parties thereto, as amended.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained in this report may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this report may include, for example, statements about:

● our ability to select an appropriate partner business or businesses; ● our ability to complete our initial business combination; ● our expectations around the performance of a prospective partner business or businesses; ● our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

● ~~our~~“Founder ~~officers~~Registration ~~and~~Rights ~~directors~~Agreement ~~allocating~~Amendment” ~~their~~refers ~~time~~to the amendment to ~~other~~the ~~businesses~~Founder Registration Rights Agreement to be entered into by Pubco, TWOA, the Sponsor and ~~potentially~~the ~~having~~Original ~~conflicts~~Sponsor of(as ~~interest~~well ~~with~~as ~~our~~any ~~business~~other parties necessary to effect such amendment) at or prior to the Closing. ● “Founder Shares” refers to 5,359,375 Class B Ordinary Shares held by the Initial Shareholders and the Current Insiders. ● “GAAP” refers to generally accepted accounting principles as in ~~approving~~effect ~~our~~in ~~initial~~the ~~business~~United ~~combination;~~States of America. ● ~~our~~“Initial ~~potential~~Shareholders” ~~ability~~refers to ~~obtain~~all ~~additional~~of ~~financing~~TWOA’s shareholders immediately prior to ~~complete~~its ~~our~~IPO, ~~initial~~including ~~business~~the ~~combination;~~Original Sponsor, and officers and directors at the time of the IPO, to the extent they hold such shares. ● ~~our~~“Insider ~~pool~~Letter Agreement” refers to the letter agreement, dated March 29, 2021, among TWOA, the Original Sponsor, the executive officers and directors of ~~prospective~~TWOA ~~partner~~at ~~businesses;~~the time of the IPO, and the Current Insiders, as amended. ● ~~our~~“Investment ~~ability~~Company Act” refers to ~~consummate~~the anInvestment Company Act of 1940, as amended. ● “IPO” or “Initial Public Offering” refers to TWOA’s initial ~~business~~public ~~combination~~offering ~~due~~of its Public Shares pursuant to the ~~uncertainty~~IPO ~~resulting~~Prospectus. ~~from~~● “IPO Prospectus” refers to the ~~COVID~~final prospectus of TWOA, dated March 29, 2021 in connection with the IPO, as filed with the SEC pursuant to Rule 424(b) under the Securities Act on March 30, 2021 (File No. 333-19253802). ~~pandemic;~~● “JOBS Act” refers to Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, as amended. ● “Letter of Transmittal” refers to the ~~ability~~letter of ~~our~~transmittal ~~officers~~to be completed and ~~directors~~duly executed by each LLP Shareholder at the Closing, with respect to ~~generate~~their LLP Ordinary Shares. ● “LLP” refers to LatAm Logistic Properties, S.A., a ~~number~~corporation organized under the laws of ~~potential~~Panama ~~business~~(together ~~combination~~with ~~opportunities;~~its successors). ● ~~our~~“LLP ~~public~~Ordinary ~~securities’~~Shares” ~~liquidity~~refers ~~and~~to ~~trading;~~the ordinary shares, with a par value of $1.00 per share, of LLP. ● “LLP Shareholders” refers to, collectively, the ~~lack~~holders of aLLP ~~market~~Ordinary ~~for~~Shares. ~~our~~● ~~securities;~~“Lock-Up ●Agreement” refers to the ~~use~~lock-up agreement, dated as of ~~proceeds~~August ~~not~~15, ~~held~~2023, entered into by TWOA, a certain LLP shareholder and, by a joinder agreement, Pubco in connection with the ~~trust~~Business ~~account~~Combination orAgreement. ~~available~~● “Merger Consideration” refers to usthe ~~from~~aggregate ~~interest~~number ~~income~~of onnew Pubco Ordinary Shares to be received by LLP’s shareholders at the ~~trust~~Closing ~~account~~pursuant ~~balance;~~to the Business Combination Agreement, valued at an aggregate amount equal to $286,000,000. ● “Mergers” means, collectively, (a) the ~~trust~~SPAC ~~account~~Merger ~~not~~and ~~being~~(b) ~~subject~~the Company Merger. ● “NYSE” refers to ~~claims~~The ofNew ~~third~~York ~~parties;~~Stock orExchange. ● ~~our~~“Ordinary ~~financial~~Shares” ~~performance~~refers to TWOA’s Class A Ordinary Shares and Class B Ordinary Shares, collectively. ● “Original Sponsor” refers to two sponsor, a Cayman Islands limited liability company. ● “PCAOB” refers to the Public Company Accounting Oversight Board (or any successor thereto).

The forward-looking statements contained in this report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and developments in the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this Report. In addition, even if our results or operations, financial condition and liquidity, and developments in the industry in which we operate are consistent with the forward-looking statements contained in this Report, those results or developments may not be indicative of results or developments in subsequent periods.

~~PART I~~● “Private Placement Shares” refers to an aggregate of 628,750 Class A Ordinary Shares issued in connection with the private placement that was closed concurrently with the closing of the IPO. ● “Pubco” refers to Logistic Properties of the Americas, a Cayman Islands exempted company. ● “Pubco Ordinary Shares” refers to the ordinary shares of Pubco, par value $0.0001 per share. ● “Public Shareholders” means holders of Public Shares of TWOA. ● “Public Shares” refers to the Class A Ordinary Shares sold in TWOA’s IPO, including any over-allotment securities acquired by the underwriters. ● “Redemption” refers to the redemption by TWOA shareholders of Public Shares in connection with the Closing of the Business Combination, in accordance with the Current Charter. ● “Redemption Date” refers to the date on which holders of Public Shares may be eligible to redeem their Public Shares in connection with the Redemption, in accordance with the Current Charter. ● “Redemption Price” refers to an amount equal to a pro rata portion of the aggregate amount then on deposit in the Trust Account, calculated in accordance with the Current Charter as of the applicable Redemption Date. ● “Registration Rights Agreement” refers to the registration rights agreement to be entered into by LLP Shareholders, Pubco and TWOA at or prior to the Closing. ● “SEC” refers to the U.S. Securities and Exchange Commission. ● “Second Extension Meeting” refers to the extraordinary general meeting of TWOA’s shareholders held on December 29, 2023, at which TWOA’s shareholders approved an amendment to the Current Charter to extend the date by which TWOA would be required to consummate a business combination from January 1, 2024 to July 1, 2024. ● “Securities Act” refers to the U.S. Securities Act of 1933, as amended. ● “SPAC Merger” refers to the merger of SPAC Merger Sub with and into TWOA, with TWOA continuing as the surviving company. ● “SPAC Merger Sub” refers to Logistic Properties of the Americas Subco, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco. ● “Sponsor” refers to HC PropTech Partners III LLC, a Delaware limited liability company. ● “Sponsor Letter Agreement” refers to the letter agreement, dated as of August 15, 2023, entered into by the Sponsor and LLP in connection with the Business Combination Agreement. ● “trading day” refers to any day on which Pubco Ordinary Shares are tradeable on the NYSE (or the principal securities exchange or securities market on which Pubco Ordinary Shares are then traded). ● “Transactions” refers to the Business Combination, including the Mergers and all of the transactions contemplated by the Business Combination Agreement and the Ancillary Documents. ● “Transfer Agent” refers to Continental Stock Transfer & Trust Company, in its capacity as TWOA’s transfer agent. ● “Trust Account” refers to the trust account of TWOA, established at the time of the IPO, containing the net proceeds of the sale of the Public Shares in the IPO, including from over-allotment securities sold by TWOA’s underwriters, and the sale of Private Placement Shares concurrently with the closing of the IPO. ● “TWOA,” the “Company,” “we,” “our,” or “us” refers to two, a Cayman Islands exempted company. ● “TWOA Board” means the board of directors of TWOA. ● “Voting Agreement” refers to the voting agreement, dated as of August 15, 2023, entered into by a certain LLP shareholder, TWOA and LLP simultaneously with the execution and delivery of the Business Combination Agreement. ● “Working Capital Loans” refers to working capital loans that the Sponsor, an affiliate of the Sponsor, or certain of TWOA’s officers and directors or their affiliates may, but are not obligated to, loan to TWOA.

Item 1. Business

Objective

We intend to partner with founders, operators, and entrepreneurs to build great companies that advance the technology industry, which we refer to herein as the Innovation Economy, by offering an alternate path to the public markets.

Overview

We intend to partner with founders, employees, and shareholders to provide capital and unlock liquidity in the long path to building an enduring business. We believe that our approach, which allows private companies to access the public markets without requiring an initial public offering (an “IPO”), will help facilitate the discovery and development of distinct opportunities. Importantly, participation in public markets will provide capital to support expansion, recruit talent and conduct M&A. Increasingly, the Innovation Economy drives the broader global economy. From 1999 to 2018, the domestic Innovation Economy GDP grew at a rate that was four times that of the total domestic GDP growth rate over the same period. Ten years ago, Innovation Economy businesses represented two of the top ten companies in the world by market capitalization. Today, the five largest companies in the world are members of the Innovation Economy. The continued formation and growth of private technology business, cultivated through entrepreneurship, and funded by venture capital and other forms of private market capital has been driving the expansion of public technology companies.

While some private companies ultimately go public, the time to an IPO for many technology companies has increased, with the median company age at IPO rising from 4 years in 1999 to 11.5 years in 2019. Consequently, today there are over 200 private technology companies with reported valuations in excess of $1 billion, versus 16 in 2010. In many instances, we believe that companies are experiencing significant value creation prior to IPOs, impacting value appreciation to investors once these companies enter the public markets. We believe many private technology companies today would benefit from access to the public markets, but have challenges associated with a traditional IPO, including the timeline to complete the transaction, a business model that may be out-of-favor with traditional IPO investors, market volatility, or the preferences of existing private investors.

We believe we are entering a new era that will provide new ways to capitalize the businesses that are growing our economy. We believe they will benefit from the democratized and open source nature of the public markets, which will surface novel perspectives and drive the innovation cycle. We aspire to advance the Innovation Economy by offering an alternate path to becoming a public company.

Our Founders

We are builders. We have witnessed the emergence and expansion of the Internet as investors, operators, executives and board members. Our founders have invested in great companies at their inception and early stages including PayPal, Trulia, Airbnb, Pinterest, and Opendoor. We are also entrepreneurs: Kevin E. Hartz, our Co-Founder and Co-Chief Executive Officer, co-founded Xoom, which went public in 2013 before being acquired by PayPal in 2015, and Eventbrite, which went public in 2018. Gautam Gupta, our Co-Founder and Co-Chief Executive Officer, was the Chief Financial Officer and Chief Operating Officer at Opendoor from 2017 to 2020 and held several positions, including Head of Finance, at Uber from 2013 to 2017. Troy B. Steckenrider III, our Co-Founder and Chief Financial Officer, was the first finance hire at Opendoor, a real estate platform. Spike Lipkin, our Co-Founder, co-founded Newfront Insurance, a technology-enabled insurance brokerage.

We are students of technology, driven by the great challenges of our time, and inspired by the great founders of this era. Mr. Hartz and Mr. Steckenrider are Co-Founders and, respectively, the Chief Executive Officer and Chief Financial Officer of one (“AONE”), and with AONE Co-Founder Mr. Lipkin and with Mr. Gupta, are Directors of AONE, a special purpose acquisition company that completed its initial public offering in August 2020, in which it sold 21,500,000 units, each unit consisting of one AONE Class A ordinary share and one-fourth of one redeemable warrant, at an offering price of $10.00 per unit, generating aggregate proceeds of $215,000,000. On July 14, 2021, AONE consummated its business combination with MarkForged, Inc., a Delaware corporation (NYSE:MKFG).

Kevin E. Hartz is our Co-Founder and Co-Chief Executive Officer and serves on our board of directors. He is an experienced entrepreneur, company executive, and investor with deep expertise in the technology sector. Mr. Hartz is the Co-Founder, Chairman, and former Chief Executive Officer of Eventbrite (NYSE: EB), a global self-service ticketing platform with over 300 million tickets distributed to more than four million experiences in 2019. Eventbrite is where people all over the world discover new things to do or new ways to do more of what they love. Prior to founding Eventbrite, Mr. Hartz was the Co-Founder and Chief Executive Officer of Xoom, a leader and pioneer in the online consumer-to-consumer international money transfer industry serving over 160 countries worldwide. Xoom was a publicly traded company prior to being acquired by PayPal in 2015 for $1.1 billion. Over the course of his career, Mr. Hartz invested in PayPal, Trulia, Airbnb, Pinterest, Uber, and Opendoor among others. Mr. Hartz received a Bachelor of Arts and Science degree in History and Applied Earth Sciences from Stanford University and a Master’s degree from University College, Oxford University.

~~Gautam~~CAUTIONARY ~~Gupta~~NOTE isREGARDING ~~our Co~~FORWARD-~~Founder~~LOOKING and Co-Chief Executive Officer. Previously, Mr. Gupta served as the Chief Financial Officer and Chief Business Officer at Opendoor.com (NASDAQ: OPEN) from October 2019 to September 2020, and was Opendoor’s Chief Operating Officer from July 2017 to October 2019. From April 2013 to July 2017, Mr. Gupta held various positions at Uber, most recently as Head of Finance. From July 2007 to April 2013, Mr. Gupta worked at Goldman Sachs, initially as an Associate and later as a Vice President. Mr. Gupta holds an MBA from the Massachusetts Institute of Technology and a B.A.Sc in Computer Engineering from Nanyang Technological University.STATEMENTS

~~Troy~~Some B.of ~~Steckenrider~~the ~~III~~statements iscontained ~~our~~in Cothis report may constitute “forward-~~Founder~~looking ~~and~~statements” ~~Chief~~for ~~Financial~~purposes ~~Officer.~~of ~~Previously,~~the Mrfederal securities laws. ~~Steckenrider~~Our ~~was~~forward-looking ~~Chief~~statements ~~Operating~~include, ~~Officer~~but ofare ~~ZeroDown~~not limited to, a ~~fractional~~statements ~~home~~regarding ~~ownership~~our ~~service.~~or ~~Prior~~our tomanagement ~~that~~team’s expectations, hopes, ~~Mr.~~beliefs, ~~Steckenrider~~intentions ~~was~~or ~~Director~~strategies ofregarding ~~Capital~~the ~~Markets~~future. atIn ~~Opendoor~~addition, aany ~~real~~statements ~~estate~~that ~~platform, where~~refer heto ~~was~~projections, ~~responsible~~forecasts ~~for~~or ~~building~~other characterizations ~~out~~of ~~corporate~~future ~~infrastructure~~events ~~and~~or ~~supporting~~circumstances, ~~the~~including ~~company’s~~any ~~growth.~~underlying ~~Earlier~~assumptions, inare ~~his~~forward-looking ~~career, Mr~~statements. ~~Steckenrider~~The ~~was~~words “anticipate,” on“believe,” ~~the~~“continue,” ~~private~~“could,” ~~equity~~“estimate,” ~~investment~~“expect,” “intends,” ~~team~~“may,” at“might,” ~~Bain~~“plan,” ~~Capital~~“possible,” ~~and~~“potential,” ~~served~~“predict,” “project,” a“should,” ~~wide~~“would” ~~variety~~and ofsimilar ~~clients~~expressions ~~while~~may atidentify ~~McKinsey~~forward-looking &statements, but ~~Company.~~the ~~Mr.~~absence ~~Steckenrider~~of ~~received~~these awords ~~Bachelor~~does ofnot ~~Arts~~mean ~~degree~~that ina ~~Economics~~statement ~~from~~is ~~Dartmouth~~not ~~College~~forward-looking. ~~and~~Forward-looking anstatements ~~MBA~~in ~~from~~this ~~Harvard~~report ~~Business~~may ~~School.~~include, Hefor isexample, astatements ~~CFA charterholder.~~about:

~~Our Independent~~● ~~Directors~~our ability to complete our initial business combination, including the Business Combination; ● our expectations around the performance of a prospective business or businesses, including LLP; ● our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; ● our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination; ● our potential ability to obtain additional financing to complete our initial business combination; ● our pool of prospective target businesses; ● the ability of our officers and directors to generate a number of potential business combination opportunities; ● our public securities’ liquidity and trading; ● the lack of a market for our securities; ● the use of proceeds not held in the Trust Account or available to us from interest income on the Trust Account balance; ● the Trust Account not being subject to claims of third parties; or ● our financial performance.

~~Pierre~~The ~~Lamond~~forward-looking ~~serves~~statements ascontained ~~Chairman~~in ofthis ~~our~~report ~~board~~are ofbased ~~directors.~~on ~~Mr.~~our ~~Lamond~~current isexpectations anand ~~experienced~~beliefs ~~investor,~~concerning ~~serving~~future asdevelopments and atheir ~~General~~potential ~~Partner~~effects aton ~~Sequoia Capital~~us. ~~from~~There ~~January~~can ~~1982~~be tono ~~December~~assurance ~~2008,~~that ~~where~~future hedevelopments ~~played~~affecting aus ~~pivotal~~will ~~role~~be inthose ~~the~~that ~~expansion~~we ofhave ~~the~~anticipated. These ~~semiconductor,~~forward-looking ~~systems~~statements ~~and~~involve ~~software portfolios.~~a ~~While~~number atof ~~Sequoia Capital~~risks, heuncertainties ~~served~~(some ~~as chairman~~ of ~~the~~which ~~board~~are ofbeyond ~~directors~~our ofcontrol) ~~Cypress~~or ~~Semiconductor,~~other ~~Microchip Semiconductor,~~assumptions ~~Vitesse~~that ~~Semiconductor,~~may ~~Open~~cause ~~Silicon~~actual ~~Inc.,~~results ~~Redback~~or ~~Networks,~~performance ~~Verisity~~to ~~and~~be ~~Plumtree~~materially ~~and~~different ~~served~~from asthose aexpressed ~~member~~or ofimplied ~~the~~by ~~board~~these offorward-looking ~~directors of~~statements. ~~Mellanox~~These ~~Technologies~~risks and ~~Xoom.~~uncertainties ~~From March 2009 to December 2014~~include, ~~Mr.~~but ~~Lamond~~are ~~was~~not alimited ~~General Partner at Khosla Ventures. From October 2015~~ to ~~present~~, ~~Mr.~~those ~~Lamond~~factors ~~has~~described ~~been~~under athe ~~partner~~heading at“Item ~~Eclipse Ventures~~1A. MrRisk Factors.” Should ~~Lamond~~one isor ~~also~~more ~~a pioneer~~ of ~~the~~these ~~semiconductor~~risks ~~industry.~~or ~~From~~uncertainties ~~February 1966 to August 1981~~materialize, ~~Mr.~~or ~~Lamond~~should ~~co-founded~~any ~~and~~of ~~held~~our ~~various~~assumptions ~~positions~~prove ~~at the National Semiconductor Corporation~~incorrect, ~~including~~actual ~~Vice~~results ~~President~~may ~~and~~vary ~~General~~in ~~Manager,~~material ~~Integrated~~respects ~~Circuits~~from ~~and~~those ~~Chief~~projected ~~Technology~~in ~~Officer~~these ~~and~~forward-looking ~~Vice~~statements. ~~President,~~We ~~General~~undertake ~~Manager~~no ofobligation ~~Advanced Products. Prior~~ to ~~that,~~update ~~Mr.~~or ~~Lamond~~revise ~~oversaw the development of the advanced high~~any forward-~~frequency~~looking ~~transistor~~statements, ~~and~~whether ~~the~~as ~~first~~a ~~generation~~result of ~~digital~~new ~~integrated circuits~~information, atfuture ~~Fairchild~~events ~~Semiconductor~~or ~~from~~otherwise, ~~June~~except ~~1961~~as tomay ~~February~~be ~~1966.~~required ~~Mr.~~under ~~Lamond holds an MSEE and an MS in Physics from the University~~applicable ofsecurities ~~Toulouse, France~~laws.

~~Michelle~~By ~~Gill~~their ~~was~~nature, ~~previously~~forward-looking ~~the~~statements ~~EVP~~involve risks and ~~Group~~uncertainties ~~Business~~because ~~Unit~~they ~~Leader~~relate ~~for~~to ~~Lending~~events and ~~Capital~~depend ~~Markets~~on atcircumstances ~~Social~~that may ~~Finance~~or ~~Inc.~~may ~~(SoFi),~~not ~~which she~~occur ~~joined~~ in ~~April~~the ~~2018~~future. ~~initially~~We ascaution ~~SoFi’s~~you ~~Chief~~that ~~Financial~~forward-looking ~~Officer.~~statements ~~From~~are ~~July~~not ~~2017~~guarantees toof ~~April~~future ~~2018,~~performance ~~Ms.~~and ~~Gill was a Managing Director~~that inour ~~the~~actual USresults ~~Assets~~of ~~Business~~operations, atfinancial ~~Sixth~~condition ~~Street~~and ~~Partners.~~liquidity, ~~From~~and ~~February~~developments ~~2003~~in tothe ~~April~~industry ~~2017, Ms. Gill served~~ in ~~various~~which ~~roles~~we atoperate ~~Goldman~~may ~~Sachs,~~differ ~~most~~materially ~~recently~~from asthose amade ~~partner,~~in ~~co-heading~~or ~~the~~suggested ~~Structured~~by ~~Finance~~the ~~business.~~forward-looking ~~During~~statements ~~her~~contained ~~time~~in atthis ~~Goldman~~report. ~~Sachs~~In addition, ~~Ms.~~even ~~Gill~~if ~~held~~our ~~numerous roles~~results ~~including~~or ~~running~~operations, ~~the~~financial ~~Mortgage~~condition ~~Finance~~and ~~business~~liquidity, ~~starting~~ and ~~running~~developments ain ~~Re-Structuring team during~~ the ~~2008~~industry ~~Global~~in ~~Financial~~which ~~Crisis, and~~we ~~running~~operate ~~Whole~~are ~~Loan~~consistent ~~trading~~with ~~before ultimately co-heading~~ the ~~Structured Finance business. Prior to Goldman Sachs, Ms. Gill held positions~~forward-looking atstatements ~~Lehman~~contained ~~Brothers~~in ~~and~~this ~~Cadwalader~~report, ~~Wickersham~~those &results ~~Taft.~~or ~~Ms.~~developments ~~Gill~~may ~~holds~~not abe JDindicative ~~from Cornell Law School and a Bachelor~~ of ~~Arts~~results ~~from~~or ~~the University~~developments ofin ~~California~~subsequent ~~at Los Angeles~~periods.

Ryan Petersen Mr. Petersen has served as the founder and CEO of Flexport, a technology platform for global trade, since April 2013. Prior to starting Flexport, Mr. Petersen was the founder and CEO of ImportGenius, a provider of transaction data for the global trade industry. He has experience investing in numerous technology companies. He earned a BA from the University of California at Berkeley and an MBA from Columbia Business School.

Business Strategy

We believe that talent is evenly distributed across the globe, but opportunity is not. We are dedicated to finding bold founders, operators, and inventors who are committed to building an enduring business and would benefit from the democratized and open source nature of public markets as well as working with our team of founders and advisors.

WePART have a proven record of success in the technology industry as founders, investors, operators, executives, and board members and are confident that we can partner with other founders and leaders and provide support to build and scale a category-defining business. We believe we possess the following tools to drive value creation at a company:I

~~Experience in~~Item recognizing key technology trends: Our founding team has demonstrated consistent prowess in identifying and investing in major technological trends, such as the proliferation of online payments in the financial industry, the sharing economy and its impacts on mobility and lodging, and the power of the Internet in enabling online real estate transactions1. In some instances, our team’s identification and investment in a company, based on the belief that the company was poised to benefit from an identified technological trend, pre-dated revenue and represented some of the earliest outside capital to support business growth. We believe our experiences and track record of identifying and participating in key technology trends provides us with a distinct advantage in the successful selection of our initial business combination and subsequent guidance of a company.Business

Experience identifying strong management teams: The members of our founding team have invested in many successful founder-led businesses and have successfully backed teams entering new industries based on our assessments of their capability and business acumen. We believe we have a deep understanding of the characteristics of talented business leaders and are effective in identifying and engaging with these management teams.Introduction

~~History~~two of(“TWOA”) ~~operating~~is ~~experience:~~a ~~The~~blank ~~members~~check ofcompany ~~our~~incorporated ~~founding~~on ~~team~~January ~~are~~15, ~~seasoned~~2021 ~~operators~~as a ~~having~~Cayman ~~all~~Islands ~~held~~exempted ~~executive~~company ~~level~~with ~~roles~~limited inliability ~~various companies.~~for Wethe ~~have~~purpose ~~experience~~of inentering ~~developing~~into ~~and~~a ~~executing~~merger, share ~~strategy~~exchange, ~~building~~asset ~~and~~acquisition, ~~retaining~~share ~~teams~~purchase, ~~and~~reorganization ~~executing~~or similar business ~~combinations~~combination with one or more businesses or entities. ~~among~~TWOA ~~other~~has ~~activities~~generated no operating revenues to date and will not generate operating revenues until consummating an initial business combination.

~~Deep~~Initial ~~network~~Public and connections to company founders: Our founding team has numerous existing connections to company founders and business leaders across sectors within the technology industry. We have invested in many companies, served on many boards and have worked alongside many of the influential professionals within the technology industry. We believe our network and our connections will assist in the selection of our initial business combination partner and subsequent guidance of the company.Offering

~~Experience~~In asconnection with TWOA’s organization, a ~~public~~total ~~company:~~of ~~Our~~5,750,000 ~~founding~~Class ~~team~~B ~~has~~Ordinary ~~co-founded~~Shares ~~three~~(the ~~public~~“Founder ~~companies~~Shares”) ~~and~~were sold ~~served~~to onTWOA’s ~~multiple~~Initial ~~public~~Shareholders ~~company~~for ~~boards~~an aggregate purchase price of $25,000. WeOn ~~have~~March 8, 2021, two sponsor, a Cayman Islands ~~experience~~limited ~~operating~~liability ~~businesses~~company at(the ~~scale~~“Original Sponsor”) transferred 25,000 Founder Shares to each of Michelle Gill, Ryan Petersen and ~~within~~Laura ~~the~~de ~~frameworks~~Petra, and ~~regulation~~30,000 ofFounder ~~public~~Shares ~~markets~~to Pierre Lamond.

~~Following~~On ~~the~~April ~~completion~~1, of2021, ~~this~~TWOA consummated its initial public offering, we(“IPO”) ~~will~~of ~~communicate~~20,000,000 Class ~~with~~A ~~our~~Ordinary ~~founding~~Shares ~~team’s~~(“Public ~~network~~Shares”), ~~which~~at ~~includes~~an ~~private~~offering ~~equity~~price ~~firms,~~of ~~venture~~$10.00 ~~capitalists~~per Public Share, ~~entrepreneurs~~generating ~~and~~gross ~~business~~proceeds ~~leaders~~of $200.0 million, toand ~~articulate~~incurring ~~the~~offering ~~parameters~~costs ~~for~~of ~~our~~approximately ~~search~~$11.1 ~~for~~million (net of a required ~~partner~~reimbursement ~~company~~from ~~and~~the aunderwriter), ~~potential~~of ~~business~~which $7.0 million was for deferred underwriting commissions. The underwriter partially ~~combination~~exercised ~~partner~~the over-allotment option and toon ~~begin~~April ~~the~~13, ~~process~~2021, ofpurchased ~~pursuing~~an ~~and~~additional ~~reviewing~~1,437,500 ~~potential~~Public ~~opportunities~~Shares, generating gross proceeds of approximately $14.4 million.

~~Business~~Simultaneously ~~Combination~~with ~~Criteria~~the closing of the IPO, TWOA consummated the private placement (“Private Placement”) of 600,000 Class A Ordinary Shares (“Private Placement Shares”), at a price of $10.00 per Private Placement Share to the Original Sponsor, generating gross proceeds of approximately $6.0 million. Simultaneously with the closing of the over-allotment (the “Over-Allotment”) on April 13, 2021, TWOA consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 28,750 Private Placement Shares by the Original Sponsor, generating gross proceeds to TWOA of $287,500.

~~Consistent~~Upon ~~with~~the ~~our~~closings ~~business~~of ~~strategy~~the IPO, wethe ~~have~~Over-Allotment ~~identified~~and the ~~following~~Private ~~general~~Placements, ~~criteria~~$214.4 million (or $10.00 per share) of the net proceeds of the sale of the Public Shares in the IPO and ~~guidelines~~of ~~that~~the wePrivate ~~believe~~Placement ~~are~~Shares ~~important~~in the Private Placement were placed in ~~evaluating~~a trust account (“Trust ~~prospective~~Account”), ~~partner~~located ~~businesses.~~in Wethe ~~will~~United ~~use~~States ~~these~~with ~~criteria~~Continental Stock Transfer & Trust Company (“Continental”) acting as trustee, and ~~guidelines~~were originally invested in ~~evaluating~~United ~~acquisition~~States ~~opportunities,~~“government ~~but~~securities” wewithin ~~may~~the ~~decide~~meaning of Section 2(a)(16) toof ~~enter~~the ~~into~~Investment ~~our~~Company ~~initial~~Act ~~business~~of ~~combination~~1940, ~~with~~as amended (the “Investment Company Act”), having a ~~partner~~maturity ~~business~~of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that ~~does~~invest ~~not~~only in ~~meet~~direct ~~these~~U.S. ~~criteria~~government treasury obligations and ~~guidelines~~later moved to cash demand accounts, until the earlier of (i) the completion of an initial business combination and (ii) the distribution of the Trust Account.

~~● Focus: We intend to seek companies in the technology industry. We have an accomplished track record~~ Waiver of ~~founding,~~Deferred ~~operating,~~Underwriting and investing in this industry and expect to focus on businesses that engage with technology to serve customers in a novel and transformational manner. We believe our founding team’s expertise and understanding of innovative businesses will be paramount in identifying and assessing initial business combination candidates. ● Stage: We intend to seek companies that have potential to, are poised to, or are currently undergoing rapid adoption, implementation, or distribution of their offering. We believe that our founding team’s collective experiences engaging with innovative businesses positions us well to identify, nurture, and expand high potential businesses.Fee

On February 14, 2023, TWOA received a letter from Citigroup Global Markets Inc., the representative of the underwriters of TWOA’s IPO (“Citi”), formally waiving any entitlement to its deferred underwriting fee in connection with its role as the underwriter in the IPO. The letter was requested by TWOA based on its understanding that Citi would not have a role or provide any back-end support in connection with TWOA’s proposed initial business combination. On November 22, 2023, TWOA received an email from Citi, in which it confirmed to TWOA that Citi had not acted, and would not act, on behalf of or for TWOA in connection with TWOA’s initial business combination.

Extension Meetings

On March 31, 2023, TWOA held an extraordinary general meeting of TWOA’s shareholders (the “First Extension Meeting”), at which its shareholders approved, among others, a proposal to extend the date TWOA would be required to consummate a business combination from April 1, 2023 to January 1, 2024 (or such earlier date as determined by the board of directors of TWOA (the “TWOA Board”)).

●On December ~~Management Team: We intend to seek companies with experienced~~29, ~~dynamic management teams~~2023, ~~many~~TWOA ofheld ~~whom~~an ~~will~~extraordinary begeneral ~~founders~~meeting of ~~the businesses themselves. We intend to devote significant resources to analyzing and reaching alignment with a partner company~~TWOA’s ~~management~~shareholders ~~and its stakeholders and expect to work closely and collaboratively with~~ (the ~~management~~“Second ~~team~~Extension ~~to arrive~~ Meeting”), at ~~a mutually satisfactory outcome. ● Opportunity to add value: We intend to seek businesses in~~ which weits ~~believe~~shareholders ~~we can add operational value through mentorship of management~~approved, ~~knowledge of operating challenges, experience with industry dynamics, expertise in navigating public markets, and strategic relationships with investors,~~ among others., ●a ~~Growth:~~proposal ~~We intend~~ to ~~invest~~extend ~~in businesses that are on, or have~~ the ~~potential~~date toTWOA would be ~~on,~~required ~~what we believe~~ to beconsummate a ~~promising~~business ~~growth~~combination from ~~path.~~January We1, ~~believe~~2024 ~~that~~to ~~these~~July ~~businesses~~1, in2024 ~~particular,~~(or ~~will~~such ~~benefit~~earlier ~~from~~date ~~access~~as todetermined ~~incremental~~by ~~capital and over~~ the ~~long~~TWOA ~~term, will benefit from consistent access to public markets~~Board). WeIn ~~will~~connection ~~seek~~with ~~businesses~~the ~~that~~First ~~have~~Extension aMeeting and ~~sustainable~~the ~~competitive~~Second ~~advantage~~Extension ~~that~~Meeting, ~~will~~holders ~~support~~of ~~and~~Public ~~sustain~~Shares ~~our expectations~~ of ~~their~~TWOA (the ~~growth.~~“Public ●Shareholders”) ~~Benefit~~holding ~~from~~an ~~being~~aggregate of ~~public:~~16,437,487 ~~We intend to work with management~~ and ~~stakeholders~~808,683 ~~who~~Public ~~aspire~~Shares toexercised ~~have~~ their ~~company~~right ~~become a public entity and generate substantial growth. The benefits~~ to ~~partner~~redeem ~~companies~~such ofshares ~~transitioning from~~ for a ~~private~~pro torata aportion ~~public~~of ~~entity~~the ~~may~~funds ~~include~~in ~~broader~~the ~~access~~Trust ~~to debt and equity providers~~Account, ~~liquidity~~respectively. ~~for~~Following ~~employees and potential acquisitions and expanded branding in~~ the ~~marketplace.~~redemptions, ●there ~~Reputation~~were ~~and~~4,191,330 ~~market~~Class ~~acceptance:~~A WeOrdinary Shares ~~intend~~issued ~~to seek companies with a sizable market share in their segment~~ and ~~the~~outstanding ~~opportunity to achieve market leadership. They should also have defensible proprietary technology~~ and ~~intellectual property rights. ● Appropriate valuations: We are rigorous~~5, ~~disciplined~~359,375 ~~and~~Class ~~valuation-centric~~B ~~investors,~~Ordinary ~~with~~Shares aissued ~~keen understanding of market value, upside~~ and ~~potential downside risks~~outstanding.

~~These~~Sponsor criteria are not intended to be exhaustive. Any valuation relating to the merits of a particular business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a partner business that does not meet the above criteria and guidelines, we will disclose that the partner business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy materials or tender offer documents, as applicable, that we would file with the SEC. In evaluating a prospective partner business, we expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspections of facilities, as well as reviewing financial and other information which will be made available to us.Takeover

~~Initial~~On ~~Business~~March ~~Combination~~31, 2023, 3,347,611 Class B Ordinary Shares were purchased by HC PropTech Partners III LLC, a Delaware limited liability company (the “Sponsor”) from the Original Sponsor. An aggregate of 145,000 Class B Ordinary Shares were transferred by the Sponsor to TWOA’s directors and advisors in August 2023 and January 2024.

~~The~~Business ~~NYSE~~Combination ~~rules and our amended and restated memorandum and articles of association require that our initial business combination must be~~ with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount). We refer to this as the 80% net assets test. If our board of directors is not able to independently determine the fair market value of the partner business or businesses or we are considering an initial business combination with an affiliated entity, we will obtain an opinion from an independent investment banking firm which is a member of the Financial Industry Regulatory Authority, Inc., or FINRA, or an independent valuation or accounting firm with respect to the satisfaction of such criteria. Our shareholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion.LLP

Business Combination Agreement

On August 15, 2023, TWOA announced the execution of a definitive business combination agreement (as it may be amended, supplemented and/or restated from time to time, the “Business Combination Agreement”) with LatAm Logistic Properties, S.A., a company incorporated under the laws of Panama (together with its successors, “LLP”), and by a joinder agreement, each of Logistic Properties of the Americas, a Cayman Islands exempted company (“Pubco”), Logistic Properties of the Americas Subco, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco (“SPAC Merger Sub”), and LPA Panama Group Corp., a company incorporated under the laws of Panama and a wholly-owned subsidiary of Pubco (“Company Merger Sub”), for a proposed business combination among the parties (the “Business Combination”).

Under the Business Combination Agreement, upon the terms and subject to the conditions set forth therein, at the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”), among other matters, (a) SPAC Merger Sub will merge with and into TWOA, with TWOA continuing as the surviving company (the “SPAC Merger”), and, in connection therewith, each issued and outstanding security of TWOA immediately prior to the effective time of the Mergers (as defined below) (the “Effective Time”) will no longer be outstanding and will automatically be canceled, in exchange for the right of the holder thereof to receive a substantially equivalent security of Pubco; (b) Company Merger Sub will merge with and into LLP, with LLP continuing as the surviving company (the “Company Merger,” and, together with the SPAC Merger, the “Mergers”), and, in connection therewith, the LLP shares issued and outstanding immediately prior to the Effective Time will be canceled in exchange for the right of the holders thereof to receive ordinary shares of Pubco (“Pubco Ordinary Shares”); and (c) as a result of the Mergers, TWOA and LLP will each become wholly-owned subsidiaries of Pubco, and Pubco Ordinary Shares will be listed on The New York Stock Exchange (“NYSE”), all upon the terms and subject to the conditions set forth in the Business Combination Agreement, the documents and agreements ancillary to the Business Combination Agreement (the “Ancillary Documents”), and in accordance with applicable law (collectively, the “Transactions”).

The total consideration to be paid to LLP’s shareholders at the Closing (the “Merger Consideration”) will be an amount equal to $286,000,000, payable in newly issued Pubco Ordinary Shares, each valued at $10.00. As a result, 28,600,000 Pubco Ordinary Shares will be issued to the LLP Shareholders and up to 9,550,705 Pubco Ordinary Shares will be issued to TWOA shareholders upon the consummation of the Business Combination.

Ancillary Documents

In connection with the Business Combination, certain related agreements have been or will be entered into prior to the Closing, including the Voting Agreement, the Lock-Up Agreement, the Amendment to Insider Letter Agreement, the Registration Rights Agreement, the Founder Registration Rights Agreement Amendment, and the Sponsor Letter Agreement.

~~While~~Lock-Up we consider it unlikely that our board will not be able to make an independent determination of the fair market value of a partner business or businesses, it may be unable to do so if the board is less familiar or experienced with the partner company’s business, there is a significant amount of uncertainty as to the value of the company’s assets or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the board determines that outside expertise would be helpful or necessary in conducting such analysis. Since any opinion, if obtained, would merely state that the fair market value of the partner business meets the 80% of net assets test, unless such opinion includes material information regarding the valuation of a partner business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our shareholders. However, if required under applicable law, any proxy statement that we deliver to shareholders and file with the SEC in connection with a proposed transaction will include such opinion.Agreement

WeSimultaneously ~~anticipate~~with ~~structuring~~the ~~our~~execution ~~initial~~and ~~business~~delivery ~~combination~~of sothe ~~that~~Business ~~the~~Combination ~~post-business~~Agreement, ~~combination~~LLP’s ~~company~~majority inshareholder ~~which~~entered ~~our~~into ~~public~~a ~~shareholders~~Lock-Up Agreement ~~own~~with ~~shares~~TWOA ~~will~~and ~~own~~by ora ~~acquire~~joinder ~~100%~~agreement, ofPubco (the ~~equity~~“Lock-Up ~~interests~~Agreement”). orPursuant ~~assets~~to of the ~~partner~~Lock-Up ~~business or businesses. We may~~Agreement, ~~however,~~such ~~structure~~LLP ~~our~~shareholder ~~initial~~agreed ~~business~~not ~~combination~~to, ~~such~~during ~~that~~ the ~~post-business~~period ~~combination~~commencing ~~company~~from ~~owns~~the orClosing ~~acquires~~and ~~less~~ending ~~than~~on ~~100% of such interests or assets of~~ the ~~partner~~12-month ~~business~~anniversary ~~in order to meet certain objectives~~ of the ~~partner~~Closing ~~management team~~ or ~~shareholders or for other reasons~~earlier, ~~but~~if wePubco ~~will~~consummates ~~only~~a ~~complete~~third-party ~~such~~tender ~~business~~offer, ~~combination~~stock ifsale, ~~the~~liquidation, ~~post-business~~merger, ~~combination~~share ~~company~~exchange ~~owns~~ or ~~acquires~~other ~~50%~~similar ortransaction ~~more~~with ~~of the outstanding~~an ~~voting~~unaffiliated ~~securities~~third ofparty ~~the~~that ~~partner~~results orin ~~otherwise~~all ~~acquires~~of aPubco’s ~~controlling~~shareholders ~~interest~~having in the ~~partner~~right ~~sufficient~~to ~~for~~exchange ittheir ~~not~~equity toholdings bein ~~required to~~Pubco ~~register~~for ~~as an investment company under the Investment Company Act of 1940~~cash, assecurities ~~amended,~~ or ~~the~~other ~~Investment~~property ~~Company~~(and, ~~Act.~~with ~~Even~~respect ifto ~~the post-business combination company owns or acquires~~ 50% ~~or more~~ of ~~the~~such ~~voting~~restricted securities ~~of the partner~~, ~~our~~subject ~~shareholders prior~~ to ~~the~~early ~~business~~release ~~combination may~~if ~~collectively own a minority interest in~~ the ~~post-business~~last trading ~~combination~~price ~~company,~~of ~~depending on valuations ascribed to~~ the ~~partner~~Pubco ~~and us~~Ordinary inShares ~~the~~equals ~~business~~or ~~combination~~exceeds ~~transaction~~$12.50 ~~For~~for ~~example,~~any we20 ~~could~~trading ~~pursue~~days awithin ~~transaction~~any in30 ~~which~~trading weday ~~issue~~period ~~a substantial number of new~~commencing ~~shares~~at inleast ~~exchange~~180 ~~for~~days ~~all~~after of the ~~outstanding~~Closing): ~~capital~~(i) ~~stock~~lend, ~~shares~~offer, orpledge, ~~other~~assign, ~~equity~~sell, ~~interests~~contract ofto asell, ~~partner.~~sell Inany ~~this~~option ~~case,~~or wecontract ~~would~~to ~~acquire~~purchase, apurchase ~~100%~~any ~~controlling~~option ~~interest~~or incontract ~~the~~to ~~partner. However~~sell, asgrant aany ~~result~~option, ofright ~~the~~or ~~issuance~~warrant ofto ~~a substantial number of new shares~~purchase, ~~our~~or ~~shareholders immediately~~otherwise ~~prior~~transfer toor ~~the~~dispose ~~completion~~ of, ~~our~~directly or ~~initial~~indirectly, ~~business~~any ~~combination~~restricted ~~could~~securities, ~~own~~(ii) ~~less~~enter ~~than~~into aany ~~majority~~swap ofor ~~our~~other ~~issued~~arrangement ~~and~~that ~~outstanding shares~~transfers ~~subsequent~~ to ~~our~~another, ~~initial~~in ~~business~~whole ~~combination.~~or Ifin ~~less~~part, any ~~than 100%~~ of the ~~equity~~economic ~~interests~~consequences orof ~~assets~~ownership of asuch ~~partner~~restricted ~~business~~securities, or ~~businesses are~~(iii) ~~owned~~publicly ordisclose ~~acquired~~the byintention ~~the~~to ~~post-business~~do ~~combination~~any ~~company,~~of the foregoing, ~~portion~~whether ofany such ~~business~~transaction ordescribed ~~businesses~~in ~~that~~clauses is(i) ~~owned~~ or ~~acquired is~~(ii) ~~what~~above ~~will~~is to be ~~valued~~settled ~~for~~by ~~purposes~~delivery of the ~~80%~~restricted ofsecurities or ~~net~~other ~~assets~~securities, ~~test.~~in Ifcash ~~the~~or ~~business~~otherwise ~~combination~~(in ~~involves~~each ~~more than one partner business~~case, ~~the~~ ~~80%~~subject ofto ~~net~~certain ~~assets~~limited ~~test~~permitted ~~will~~transfers, beprovided ~~based~~that on the ~~aggregate~~transferred shares ~~value of all of the partner businesses and we~~ will ~~treat~~continue ~~the~~to ~~partner~~be ~~businesses together~~subject asto the ~~initial~~Lock-Up ~~business combination for purposes of a tender offer or for seeking shareholder approval, as applicable~~Agreement).

~~Other~~Voting ~~Considerations~~Agreement

WeSimultaneously ~~are~~with ~~not~~the ~~prohibited~~execution ~~from~~and ~~pursuing~~delivery anof ~~initial~~the ~~business~~Business ~~combination~~Combination orAgreement, ~~subsequent~~TWOA ~~transaction~~and ~~with~~LLP entered into a ~~company~~voting ~~that~~agreement is(the ~~affiliated~~“Voting Agreement”) with ~~our sponsor,~~LLP’s ~~founders~~majority shareholder, ~~officers~~which orholds ~~directors~~voting power sufficient to approve the Transactions. InUnder the Voting ~~event~~Agreement, wesuch ~~seek~~LLP shareholder agreed, among other matters, to ~~complete~~vote ~~our~~all ~~initial~~of ~~business~~such ~~combination~~LLP ~~with~~shareholder’s ashares ~~company~~of ~~that~~LLP isin ~~affiliated~~favor ~~with~~of ~~our~~the ~~sponsor~~Business orCombination ~~any~~Agreement ofand ~~our~~the ~~founders~~Transactions, ~~officers~~and to otherwise take (or ~~directors,~~not wetake, oras aapplicable) ~~committee~~certain other actions in support of ~~independent~~the ~~directors,~~Business ~~will~~Combination ~~obtain~~Agreement anand ~~opinion~~the ~~from~~Transactions and the other matters to be submitted to the LLP Shareholders for anapproval ~~independent~~in ~~investment~~connection ~~banking~~with ~~firm~~the ~~which~~Transactions, isin athe ~~member~~manner ofand ~~FINRA~~subject orto anthe ~~independent~~conditions ~~valuation~~set orforth ~~accounting~~in ~~firm~~the ~~that~~Voting ~~such~~Agreement. ~~initial~~The ~~business~~Voting ~~combination~~Agreement orprevents ~~transaction~~transfers isof ~~fair~~the toLLP ~~our~~shares ~~company~~held ~~from~~by asuch ~~financial~~LLP ~~point~~shareholder between the date of ~~view.~~the WeVoting ~~are~~Agreement ~~not~~and ~~required~~the date of Closing, except for certain permitted transfers where the recipient also agrees to ~~obtain~~comply ~~such~~with anthe ~~opinion~~terms inof ~~any other~~the ~~context~~Voting Agreement.

~~Officers~~Registration ~~and~~Rights members of our board of directors will directly or indirectly own founder shares and/or private placement shares following this offering and, accordingly, may have a conflict of interest in determining whether a particular partner business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers or directors were to be included by a partner business as a condition to any agreement with respect to our initial business combination.Agreement

~~The~~At ~~members of our founding team presently have, and may in the future have, additional fiduciary~~ or ~~contractual~~prior ~~obligations~~ to ~~other~~the ~~entities~~Closing, ~~including~~ tocertain ~~other~~LLP ~~special~~Shareholders ~~purpose~~will ~~acquisition~~enter ~~companies,~~into ~~investment~~a ~~funds,~~registration ~~investment~~rights ~~accounts,~~agreement ~~co-investment~~(the ~~vehicles,~~“Registration ~~and to entities~~Rights inAgreement”) ~~which~~with ~~they~~Pubco ~~have~~and ~~invested. A-Star Investments~~TWOA, ~~LLC,~~in ~~our sponsor and members of our founding team may sponsor or~~ form ~~other special purpose acquisition companies similar to ours,~~ and ~~may~~substance pursue other business or investment ventures during the period in which we are seeking an initial business combination. These entities may compete with us for acquisition opportunities. If these entities decide to ~~pursue~~ ~~any such opportunity, we may~~ be ~~precluded~~mutually ~~from~~agreed ~~pursuing~~by ~~such~~LLP ~~opportunity.~~and ~~None~~TWOA of(each ~~our~~acting ~~founders~~reasonably), ~~directors or officers have any~~pursuant ~~obligation~~ to ~~present us with any business opportunity for a potential business combination of~~ which, ~~they~~among ~~become~~other ~~aware~~matters, ~~and may choose to present~~ such ~~opportunities~~LLP toShareholders ~~other~~will ~~entities, or~~ be ~~required~~granted tosubstantially dothe ~~so,~~same ~~subject~~priorities toand ~~his~~registration orrights ~~her~~as ~~fiduciary duties under Cayman Islands~~the ~~law~~Sponsor and other ~~applicable~~“Holder” ~~law,~~parties orunder ~~his~~the orFounder ~~her~~Registration ~~contractual~~Rights ~~obligations~~Agreement, toas ~~any such entity. Our~~ amended ~~and~~by ~~restated~~the ~~memorandum~~Founder ~~and articles~~Registration ofRights ~~association~~Agreement ~~provide~~Amendment, ~~that~~and wewhich ~~renounce~~Registration ~~our~~Rights ~~interest~~Agreement inwill ~~any~~become ~~corporate~~effective ~~opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity~~ as ~~a director or officer~~ of ~~our company, and~~ the ~~opportunity is one that we would be able to complete on a reasonable basis~~Closing. ~~Accordingly, there may arise conflicts of interest in whether to present a potential business combination opportunity to our company.~~

Founder Registration Rights Agreement Amendment

At or prior to the Closing, Pubco, TWOA and the Sponsor (as well as any other parties necessary to effect such amendment) will enter into an amendment, in form and substance to be mutually agreed by LLP and TWOA, each acting reasonably (the “Founder Registration Rights Agreement Amendment”), to the registration rights agreement entered into by TWOA, the Sponsor and the other parties thereto at the time of TWOA’s IPO (the “Founder Registration Rights Agreement”). Under the Founder Registration Rights Agreement Amendment, the Founder Registration Rights Agreement will be amended to, among other things, add Pubco as a party and to reflect the issuance of Pubco Ordinary Shares pursuant to the Business Combination Agreement, and to reconcile with the provisions of the Registration Rights Agreement.

InSponsor ~~addition,~~Letter the members of our founding team are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence.Agreement

WeIn doconnection ~~not~~with ~~believe~~the Business Combination Agreement, ~~however~~the Sponsor, LLP and, by a joinder agreement, Pubco, entered into, the Sponsor Letter Agreement, pursuant to which the Sponsor agreed that, with respect to the ~~fiduciary~~3,852,611 ~~duties~~Class orB ~~contractual~~Ordinary ~~obligations~~Shares that it owns (together with any Pubco Ordinary Shares issued in exchange therefor in the SPAC Merger, the “Sponsor Founder Shares”), it will (a) retain a number of such Sponsor Founder Shares equal to 2,652,611 shares (the ~~members~~“Baseline Retained Founder Shares”), plus 0.048 Sponsor Founder Shares for each dollar of ~~our~~Additional ~~founding~~Capital ~~team~~(as ~~will~~defined ~~materially~~in ~~affect~~the Business Combination Agreement) above $25,000,000 ~~our~~(up ~~ability~~to a maximum amount equal to ~~identify~~the total 3,852,611 Sponsor Founder Shares less any Additional Transferred Shares (as defined below)), and ~~pursue~~any ~~business~~such ~~combination~~Sponsor ~~opportunities~~Founder orShares ~~complete~~not ~~our~~retained will be surrendered by the Sponsor to Pubco as of the Closing, and (b) if TWOA seeks an amendment of its organizational documents to extend its deadline to consummate its initial business combination beyond January 1, 2024, the Sponsor will agree to transfer to the Public Shareholders or surrender and cancel up to 500,000 Sponsor Founder Shares (the “Additional Transferred Shares”) as may be necessary in order to obtain such extension, and the Baseline Retained Founder Shares will be increased by one share for each two Additional Transferred Shares.

Amendment to Insider Letter Agreement

Simultaneously with the execution and delivery of the Business Combination Agreement or shortly thereafter, TWOA, the Sponsor, the Original Sponsor, and certain other TWOA shareholders and, by a joinder agreement, Pubco, entered into an amendment (the “Amendment to Letter Agreement”) to the insider letter agreement entered into in connection with TWOA’s Initial Public Offering (the “Insider Letter”). The Amendment to Letter Agreement (i) adds Pubco as a party to the Insider Letter, (ii) revises the terms of the Insider Letter to reflect the transactions contemplated by the Business Combination Agreement, including the issuance of Pubco Ordinary Shares in exchange for the TWOA Ordinary Shares, (iii) amends the terms of the lock-up set forth in the Insider Letter to conform with the lock-up terms in the Lock-Up Agreement described above, and (iv) provides LLP with the ability to enforce prior to the Closing the lock-up and voting provisions of the Insider Letter. TWOA has committed to cause additional shareholders of TWOA to execute the Amendment to Letter Agreement following the signing of the Business Combination Agreement and prior to the Closing.

Letter of Transmittal

At the Closing, each LLP Shareholder will provide Pubco a duly executed Letter of Transmittal and such other documents as may be reasonably requested, entitling such LLP Shareholder to receive its pro rata share of the Merger Consideration.

For a description of the terms and conditions of the Business Combination Agreement and the Ancillar Documents, please read the Registration Statement on Form F-4 (including a preliminary proxy statement/prospectus), and amendments thereto, initially filed by Pubco with the Securities and Exchange Commission (the “SEC”) on December 8, 2023 (File No. 333-275972) in connection with the Transactions (the “F-4”).

Interests of TWOA’s Directors, Officers and Advisors in the Business Combination

In considering the recommendation of the TWOA Board to vote in favor of the Business Combination, Public Shareholders should be aware that TWOA’s Initial Shareholders and the Sponsor have interests in the Business Combination that are different from, or in addition to, those of TWOA’s other shareholders generally. TWOA’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to TWOA’s shareholders that they approve the Business Combination. Public Shareholders should take these interests into account in deciding whether to approve the Business Combination or to exercise their right of redemption. For a description of these interests, please refer to the F-4.

Shareholder Approval of the Business Combination

TWOA is seeking shareholder approval of the Business Combination at an extraordinary general meeting (the “Extraordinary General Meeting”) and, in connection with such meeting, Public Shareholders may redeem their Ordinary Shares for cash in accordance with the procedures described in the F-4. TWOA’s Initial Shareholders and the Current Insiders have agreed in the Insider Letter Agreement (i) to vote the Founder Shares and any other Ordinary Shares owned by the Initial Shareholders and the Sponsor in favor of the Business Combination; and (ii) not to redeem any Ordinary Shares in connection with a shareholder vote to approve a proposed initial business combination, including the Business Combination. As a result of redemptions in connection with the First Extension Meeting and the Second Extension Meeting, the Initial Shareholders and the Current Insiders collectively own approximately 56.1% of TWOA’s total outstanding Ordinary Shares. Accordingly, other than the shares held by the Initial Shareholders and the Current Insiders, no additional shares would need to be voted in favor of each of the proposals at the Extraordinary General Meeting.

TWOA will not complete the Business Combination (or any other proposed initial business combination, if the Business Combination is not completed) if TWOA does not have net tangible assets of at least $5,000,001 either before or after such consummation. Additionally, the Business Combination will only be completed if TWOA obtains approval from a majority of the issued and outstanding Ordinary Shares.

Redemption Rights

In connection with the Extraordinary General Meeting, Public Shareholders (but not TWOA’s Initial Shareholders or the Sponsor) may seek to exercise redemption rights with respect to their Public Shares, regardless of whether they vote for or against the Business Combination, for the Redemption Price. Notwithstanding the foregoing, TWOA’s Initial Shareholders and the Sponsor have agreed, pursuant to the Insider Letter Agreement, not to exercise their rights to redeem any Founder Shares, Private Placement Shares and any Public Shares held by them for the Redemption Price. Redemption rights of Public Shareholders, if properly exercised in the manner described in the F-4 will be effected under the Current Charter and Cayman Islands law. At the Extraordinary General Meeting, Public Shareholders have the ability to vote for or against the Business Combination and still seek redemption of their Public Shares.

TWOA’s Initial Shareholders, the Sponsor, and TWOA’s directors and officers will not have redemption rights with respect to any Ordinary Shares owned by them, directly or indirectly, whether acquired prior to the IPO or purchased by them in the IPO or in the aftermarket.

Pursuant to the Current Charter, a Public Shareholder may request that TWOA redeem all or a portion of its Public Shares for cash if the Business Combination is consummated, subject to certain limitations, for cash equal to the applicable Redemption Price; provided, however, that TWOA may not redeem such shares if such redemption would result in TWOA not having net tangible assets (as determined under the Exchange Act) of at least $5,000,001 either prior to or following the completion of the Business Combination.

Limitation on Redemption Rights

In connection with the Business Combination a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption of its shares with respect to more than an aggregate of 15% of the shares sold in the IPO. TWOA believes the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or TWOA’s management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a Public Shareholder holding more than an aggregate of 15% of the shares sold in the IPO could threaten to exercise its redemption rights against an initial business combination if such holder’s shares are not purchased by us or TWOA’s management at a premium to the then-current market price or on other undesirable terms. By limiting TWOA’s shareholders’ ability to redeem no more than 15% of the shares sold in the IPO, TWOA believes that it will limit the ability of a small group of shareholders to unreasonably attempt to block TWOA’s ability to complete TWOA’s initial business combination, particularly in connection with an initial business combination with LLP that requires as a closing condition that TWOA has a minimum net worth or a certain amount of cash, such as the Business Combination. However, we would not be restricting TWOA’s shareholders’ ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in the IPO) for or against TWOA’s initial business combination.

Redemption of Public Shares if No Business Combination

If TWOA does not complete a business combination by July 1, 2024 (unless such date is extended by TWOA pursuant to the Business Combination Agreement, or otherwise by TWOA’s shareholders), TWOA will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest earned on the funds held in the Trust Account not previously released to us to pay TWOA’s tax obligations and less up to $100,000 of interest we may use for TWOA’s dissolution expenses, divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of TWOA’s remaining shareholders and the TWOA Board, liquidate and dissolve, subject (in the case of clauses (ii) and (iii) above) to TWOA’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

Prior to such redemption of Public Shares, TWOA would be required to assess all claims that may be potentially brought against us by TWOA’s creditors for amounts they are actually owed and make provision for such amounts, as creditors take priority over the Public Shareholders with respect to amounts that are owed to them. There can be no assurances that TWOA will properly assess all claims that may be potentially brought against us. As such, TWOA’s shareholders could potentially be liable for any claims of creditors to the extent of distributions received by them as an unlawful payment in the event we enter an insolvent liquidation. Furthermore, while we will seek to have all vendors and service providers (which would include any third parties we engaged to assist us in any way in connection with TWOA’s search for LLP) and prospective target businesses execute agreements with us waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account, there is no guarantee that they will execute such agreements. Nor is there any guarantee that, even if such entities execute such agreements with us, they will not seek recourse against the Trust Account or that a court would conclude that such agreements are legally enforceable.

Each of TWOA’s Initial Shareholders and the Sponsor has agreed to waive its rights to participate in any liquidation of TWOA’s Trust Account with respect to the Founder Shares.

The proceeds deposited in the Trust Account could, however, become subject to the claims of TWOA’s creditors which would be prior to the claims of the Public Shareholders. Although TWOA will seek to have all vendors, including lenders for money borrowed, prospective target businesses or other entities we engage execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of the Public Shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the Trust Account, including but not limited to, fraudulent inducement, breach of fiduciary duty or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with a claim against TWOA’s assets, including the funds held in the Trust Account. If any third party refused to execute an agreement waiving such claims to the monies held in the Trust Account, TWOA would perform an analysis of the alternatives available to it if it chooses not to engage such third party and evaluate if such engagement would be in the best interest of the Public Shareholders if such third party refused to waive such claims. Examples of possible instances where TWOA may engage a third party that refused to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a provider of required services willing to provide the waiver. In any event, TWOA’s management would perform an analysis of the alternatives available to it and would only enter into an agreement with a third party that did not execute a waiver if management believed that such third party’s engagement would be significantly more beneficial to TWOA than any alternative. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with TWOA and will not seek recourse against the Trust Account for any reason.

The Sponsor has agreed that, if TWOA liquidates the Trust Account prior to the consummation of a business combination, it will be personally liable to pay debts and obligations to target businesses or vendors or other entities that are owed money by TWOA for services rendered or contracted for or products sold to TWOA in excess of the net proceeds of the IPO not held in the Trust Account, but only to the extent necessary to ensure that such debts or obligations do not reduce the amounts in the Trust Account and only if such parties have not executed a waiver agreement. However, there can be no assurances that TWOA will be able to satisfy those obligations if it is required to do so.

Business Combination Criteria

Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective businesses. If the Business Combination with LLP is not completed, we will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a business that does not meet these criteria and guidelines.

	●	Focus: We intend to seek companies in the technology industry. We have an accomplished track record of founding, operating, and investing in this industry and expect to focus on businesses that engage with technology to serve customers in a novel and transformational manner. We believe our management team’s expertise and understanding of innovative businesses will be paramount in identifying and assessing initial business combination candidates.

	●	Stage: We intend to seek companies that have potential to, are poised to, or are currently undergoing rapid adoption, implementation, or distribution of their offering. We believe that our management team’s collective experiences engaging with innovative businesses positions us well to identify, nurture, and expand high potential businesses.

	●	Management Team: We intend to seek companies with experienced, dynamic management teams, many of whom will be founders of the businesses themselves. We intend to devote significant resources to analyzing and reaching alignment with a partner company’s management and its stakeholders and expect to work closely and collaboratively with the management team to arrive at a mutually satisfactory outcome.

	●	Opportunity to add value: We intend to seek businesses in which we believe we can add operational value through mentorship of management, knowledge of operating challenges, experience with industry dynamics, expertise in navigating public markets, and strategic relationships with investors, among others.

	●	Growth: We intend to invest in businesses that are on, or have the potential to be on, what we believe to be a promising growth path. We believe that these businesses, in particular, will benefit from access to incremental capital and over the long term, will benefit from consistent access to public markets. We are seeking businesses that have a sustainable competitive advantage that will support and sustain our expectations of their growth.

	●	Benefit from being public: We intend to work with management and stakeholders who aspire to have their company become a public entity and generate substantial growth. The benefits to partner companies of transitioning from a private to a public entity may include broader access to debt and equity providers, liquidity for employees and potential acquisitions and expanded branding in the marketplace.

	●	Reputation and market acceptance: We intend to seek companies with a sizable market share in their segment and the opportunity to achieve market leadership. They should also have defensible proprietary technology and intellectual property rights.

	●	Appropriate valuations: We are rigorous, disciplined, and valuation-centric investors, with a keen understanding of market value, upside and potential downside risks.

These criteria are not intended to be exhaustive. Any valuation relating to the merits of a particular business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a business that does not meet the above criteria and guidelines, we will disclose that the business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this report, would be in the form of proxy materials or tender offer documents, as applicable, that we would file with the SEC. In evaluating a prospective business, we expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspections of facilities, as well as reviewing financial and other information which will be made available to us.

Initial Business Combination

The NYSE rules and our Current Charter require that our initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount). We refer to this as the 80% net assets test. If our board of directors is not able to independently determine the fair market value of the business or businesses or we are considering an initial business combination with an affiliated entity, we will obtain an opinion from an independent investment banking firm which is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”), or an independent valuation or accounting firm with respect to the satisfaction of such criteria. Our shareholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion.

While we consider it unlikely that our board will not be able to make an independent determination of the fair market value of a business or businesses, it may be unable to do so if the board is less familiar or experienced with the partner company’s business, there is a significant amount of uncertainty as to the value of the company’s assets or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the board determines that outside expertise would be helpful or necessary in conducting such analysis. Since any opinion, if obtained, would merely state that the fair market value of the business meets the 80% of net assets test, unless such opinion includes material information regarding the valuation of a business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our shareholders. However, if required under applicable law, any proxy statement that we deliver to shareholders and file with the SEC in connection with a proposed transaction will include such opinion.

We anticipate structuring our initial business combination so that the post-business combination company in which our Public Shareholders own shares will own or acquire 100% of the equity interests or assets of the business or businesses. We may, however, structure our initial business combination such that the post-business combination company owns or acquires less than 100% of such interests or assets of the business in order to meet certain objectives of the management team or shareholders or for other reasons, but we will only complete such business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the partner or otherwise acquires a controlling interest in the partner sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target business, our shareholders prior to the business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the partner and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a partner. In this case, we would acquire a 100% controlling interest in the partner. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to the completion of our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one business, the 80% of net assets test will be based on the aggregate value of all of the businesses and we will treat the businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable.

Other Considerations

We are not prohibited from pursuing an initial business combination or subsequent transaction with a company that is affiliated with our Sponsor, founders, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our Sponsor or any of our officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm which is a member of FINRA or an independent valuation or accounting firm that such initial business combination or transaction is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context.

Officers and members of our board of directors owning Founder Shares and/or Private Placement Shares may have a conflict of interest in determining whether a particular business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers or directors were to be included by a business as a condition to any agreement with respect to our initial business combination.

The members of our management team presently have, and may in the future have, additional fiduciary or contractual obligations to other entities, including to other special purpose acquisition companies, investment funds, investment accounts, co-investment vehicles, and to entities in which they have invested. Our Sponsor and members of our management team may sponsor or form other special purpose acquisition companies similar to ours, and may pursue other business or investment ventures during the period in which we are seeking an initial business combination. These entities may compete with us for acquisition opportunities. If these entities decide to pursue any such opportunity, we may be precluded from pursuing such opportunity. None of our directors or officers have any obligation to present us with any business opportunity for a potential business combination of which they become aware, and may choose to present such opportunities to other entities, or be required to do so, subject to his or her fiduciary duties under Cayman Islands law and other applicable law, or his or her contractual obligations to any such entity. Our Current Charter provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company, and the opportunity is one that we would be able to complete on a reasonable basis. Accordingly, there may arise conflicts of interest in whether to present a potential business combination opportunity to our company.

In addition, the members of our management team are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence.

We do not believe, however, that the fiduciary duties or contractual obligations of the members of our management team will materially affect our ability to identify and pursue business combination opportunities or complete our initial business combination.

Corporate Information

Our executive offices are located at ~~900~~195 ~~Kearny~~US ~~Street~~HWY 50, Suite ~~610~~208, ~~San~~Zephyr ~~Francisco~~Cove, ~~California~~NV ~~94133.~~89448 Weand ~~will maintain a corporate website at www.a-star.co. The information contained on or accessible through~~ our ~~corporate~~phone ~~website~~number ~~or any other website that we may maintain~~ is ~~not~~(310) ~~part of this prospectus or the registration statement of which this prospectus is a part~~954-9665.

We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Law (As Revised) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us.

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act ~~of 1933~~, as ~~amended, or the Securities Act, as~~ modified by the Jumpstart Our Business Startups Act of 2012, or (the “JOBS Act”). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder ~~approval~~ approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of ~~this~~our ~~offering~~Initial Public Offering, (b) in which we have total annual gross revenue of at least $1.07235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ~~ordinary~~Ordinary ~~shares~~Shares that are held by non-affiliates ~~exceeds~~ exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt ~~during~~ during the prior three-year period. References herein to “emerging growth company” have the meaning associated with it in the JOBS Act.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our Ordinary Shares held by non-affiliates exceeds $250 million as of the prior June 30, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our Ordinary Shares held by non-affiliates exceeds $700 million as of the prior June 30.

~~Additionally,~~Our welogo ~~are~~and aour ~~“smaller~~other ~~reporting~~registered ~~company”~~or ascommon ~~defined~~law ~~in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations~~trademarks, ~~including~~servicemarks, ~~among~~or ~~other~~trade ~~things,~~names ~~providing~~appearing ~~only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year~~ in ~~which~~this ~~(1)~~report ~~the~~are ~~market value of~~ our ~~ordinary~~property. ~~shares~~Other ~~held~~trademark byand ~~non-affiliates~~trade ~~exceeds~~names ~~$250~~referred ~~million~~to asin ofthis ~~the~~report ~~prior~~are ~~June 30, or (2) our annual revenues exceeded $100 million during such completed fiscal year and~~ the ~~market~~property ~~value~~ of ~~our~~their ~~ordinary~~respective ~~shares held by non-affiliates exceeds $700 million as of the prior June 30~~owners.

Our logo and our other registered or common law trademarks, servicemarks, or trade names appearing in this prospectus are the property of two. Other trademark and trade names referred to in this prospectus are the property of their respective owners.

Financial Position

With funds available for a business combination ~~immediately after our initial public offering~~ in the amount of $~~214~~53,~~375~~187,~~000~~730 as of December 31, 2023, exclusive of funds held outside the ~~trust~~Trust ~~account~~Account to meet our expected working capital requirements and after payment of the expenses of our ~~initial public~~Initial ~~offering~~Public ~~and before the payment of approximately $7.5 million of deferred underwriting fees~~Offering, we offer a ~~partner~~ business a variety of options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio. Because we are able to complete our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the ~~partner~~ business to fit its needs and desires. However, we have not taken any steps to secure third-party financing and there can be no assurance it will be available to us.

Effecting Our Initial Business Combination

We are not presently engaged in, and we will not engage in, any operations for an indefinite period of time, other than the identification and consummation of our initial business combination. We intend to effectuate our initial business combination using cash from the proceeds of our ~~initial~~Initial ~~public~~Public ~~offering~~Offering and the sale of the ~~private~~Private ~~placement~~Placement ~~shares~~Shares, debt or a combination of these as the consideration to be paid in our initial business combination. We may seek to complete our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.

If our initial business combination is paid for using equity or debt, or not all of the funds released from the ~~trust~~Trust ~~account~~Account are used for payment of the consideration in connection with our initial business combination or the redemptions of our ~~public~~Public ~~shares~~Shares, we may apply the balance of the cash released to us from the ~~trust~~Trust ~~account~~Account for general corporate purposes, including for maintenance or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital.

We may seek to raise additional funds through a private offering of debt or equity securities in connection with the completion of our initial business combination, and we may effectuate our initial business combination using the proceeds of such offering rather than using the amounts held in the trust account.16

InWe ~~the~~may ~~case~~seek ofto anraise ~~initial~~additional ~~business~~funds ~~combination~~through ~~funded~~a ~~with~~private ~~assets~~offering ~~other~~of ~~than~~debt ~~the trust account assets, our tender offer documents~~ or ~~proxy materials~~equity ~~disclosing~~securities ~~the~~in ~~business~~connection ~~combination~~with ~~would disclose~~ the ~~terms~~completion of ~~the~~our ~~financing and, only if required by law or we decide to~~initial ~~do so for~~ business ~~or other reasons~~combination, and we ~~would~~may ~~seek~~effectuate ~~shareholder approval of such financing. There are no prohibitions on~~ our ~~ability to raise funds privately or through loans in connection with our~~ initial business combination. Atusing ~~this~~the ~~time,~~proceeds weof ~~are~~such ~~not~~offering arather ~~party~~than tousing ~~any arrangement~~the oramounts ~~understanding~~held ~~with~~in ~~any third party with respect to raising any additional funds through~~ the ~~sale~~Trust ~~of securities or otherwise~~Account.

~~Lack~~In the case of an initial business ~~diversification~~combination funded with assets other than the Trust Account assets, our tender offer documents or proxy materials disclosing the business combination would disclose the terms of the financing and, only if required by law or we decide to do so for business or other reasons, we would seek shareholder approval of such financing. There are no prohibitions on our ability to raise funds privately or through loans in connection with our initial business combination.

Lack of Business Diversification

For an indefinite period of time after the completion of our initial business combination, the prospects for our success may depend entirely on the future performance of a single business. Unlike other entities that have the resources to complete business combinations with multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in a single line of business.

By completing our initial business combination with only a single entity our lack of diversification may subject us to numerous economic, competitive and regulatory risks. Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different industries or different areas of a single industry.

Accordingly, the prospects for our success may be:

	●	solely dependent upon the performance of a single business, property or asset; or

	●	dependent upon the development or market acceptance of a single or limited number of products, processes or services.

This lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to our initial business combination.

Limited ~~ability~~Ability to ~~evaluate~~Evaluate the ~~partner’s~~Management ~~management team~~Team

Although we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial business combination with that business, our assessment of the target business’s management may not prove to be correct. In addition, the future management may not have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of members of our management team, if any, in the target business cannot presently be stated with any certainty. While it is possible that one or more of our directors will remain associated in some capacity with us following our initial business combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our initial business combination. Moreover, we cannot assure you that members of our management team will have significant experience or knowledge relating to the operations of the particular target business.

We cannot assure you that any of our key personnel will remain in senior management or advisory positions with the combined company. The determination as to whether any of our key personnel will remain with the combined company will be made at the time of our initial business combination.

Following our initial business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.

~~Shareholders may not have the ability to approve our initial business combination~~17

WeShareholders ~~may~~May ~~conduct~~Not ~~redemptions~~Have ~~without a shareholder vote pursuant to~~ the ~~tender~~Ability ~~offer rules of the SEC subject~~ to ~~the~~Approve ~~provisions~~Our ofInitial ~~our~~Business amended and restated memorandum and articles of association. However, we will seek shareholder approval if it is required by applicable law or stock exchange listing requirement, or we may decide to seek shareholder approval for business or other reasons.Combination

We may conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our Current Charter. However, we will seek shareholder approval if it is required by applicable law or stock exchange listing requirement, or we may decide to seek shareholder approval for business or other reasons.

Under the rules of the NYSE, shareholder approval would be required for our initial business combination if, for example:

● we issue (other than in a public offering for cash) ~~ordinary~~Ordinary ~~shares~~Shares that will either (a) be equal to or in excess of 20% of the number of Class A ~~ordinary~~Ordinary ~~shares~~Shares then issued and outstanding or (b) have voting power equal to or in excess of 20% of the voting power then outstanding; ● any of our directors, officers or substantial security holders (as defined by the rules of the NYSE) has a 5% or greater interest, directly or indirectly, in the target business or assets to be acquired and if the number of ~~ordinary~~Ordinary ~~shares~~Shares to be issued, or if the number of ~~ordinary~~Ordinary ~~shares~~Shares into which the securities may be convertible or exercisable, exceeds either (a) 1% of the number of ~~ordinary~~Ordinary ~~shares~~Shares or 1% of the voting power outstanding before the issuance in the case of any of our directors and officers or (b) 5% of the number of ~~ordinary~~Ordinary ~~shares~~Shares or 5% of the voting power outstanding before the issuance in the case of any substantial security holders; or ● the issuance or potential issuance of ~~ordinary~~Ordinary ~~shares~~Shares will result in our undergoing a change of control.

12Permitted Purchases and Other Transactions with Respect to Our Securities

~~Permitted~~If ~~purchases~~we seek shareholder approval of our initial business combination and ~~other~~we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our Sponsor, directors, executive officers, advisors or their affiliates may purchase Public Shares in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our ~~securities~~Sponsor, directors, executive officers, advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire Public Shares, vote their Public Shares in favor of our initial business combination or not redeem their Public Shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase Public Shares in such transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act.

IfIn ~~we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to~~ the ~~tender~~event ~~offer~~that ~~rules,~~ our ~~sponsor~~Sponsor, directors, ~~executive~~ officers, advisors or their affiliates ~~may~~ purchase ~~public~~ shares in privately negotiated transactions orfrom Public inShareholders ~~the~~who ~~open~~have ~~market~~already ~~either~~elected ~~prior~~ to orexercise ~~following~~their ~~the~~redemption ~~completion~~rights ofor ~~our~~submitted ~~initial~~a ~~business combination.~~proxy ~~Additionally,~~to atvote ~~any~~against ~~time at or prior to~~ our initial business combination, ~~subject~~such toselling ~~applicable~~shareholders ~~securities~~would ~~laws~~be ~~(including with~~required ~~respect~~ to ~~material~~revoke ~~nonpublic~~their ~~information),~~prior ~~our~~elections ~~sponsor,~~to ~~directors,~~redeem ~~executive officers, advisors or~~ their ~~affiliates~~shares ~~may enter into transactions with investors~~ and ~~others~~any toproxy ~~provide them with incentives~~ to ~~acquire public shares,~~ vote ~~their public shares in favor of~~ against our initial business combination. orWe do not ~~redeem~~currently ~~their~~anticipate ~~public~~that ~~shares.~~such ~~However~~purchases, ~~they~~if ~~have~~any, nowould ~~current~~constitute ~~commitments,~~a ~~plans~~tender oroffer subject ~~intentions~~ to ~~engage~~ inthe ~~such~~tender ~~transactions~~offer ~~and~~rules ~~have~~under ~~not~~the ~~formulated~~Exchange ~~any~~Act ~~terms~~ or ~~conditions~~a ~~for~~going-private ~~any~~transaction ~~such~~subject ~~transactions.~~to ~~None of~~ the ~~funds~~going-private inrules ~~the~~under ~~trust~~the ~~account~~Exchange ~~will~~Act; behowever, ~~used~~if tothe ~~purchase~~purchasers ~~public~~determine ~~shares~~at inthe ~~such~~time ~~transactions.~~of ~~If they engage in such transactions, they will be restricted from making~~ any such purchases ~~when~~that ~~they~~the purchases are insubject ~~possession~~to ofsuch ~~any~~rules, ~~material~~the purchasers ~~non-public~~will ~~information~~be ~~not~~required ~~disclosed~~ to ~~the~~comply ~~seller~~with ~~or if~~ such ~~purchases are prohibited by Regulation M under the Exchange Act~~rules.

InThe ~~the~~purpose ~~event~~of ~~that~~any ~~our~~such ~~sponsor,~~transactions ~~directors,~~could ~~officers,~~be ~~advisors~~to or(i) ~~their~~vote ~~affiliates~~such ~~purchase~~ shares in ~~privately~~favor ~~negotiated~~of ~~transactions~~the ~~from public~~business ~~shareholders~~combination ~~who~~and ~~have~~thereby ~~already~~increase ~~elected~~the tolikelihood of ~~exercise~~obtaining ~~their~~shareholder ~~redemption~~approval ~~rights~~of orthe ~~submitted~~business acombination ~~proxy~~or to(ii) ~~vote~~satisfy ~~against~~a ~~our~~closing ~~initial~~condition ~~business combination,~~in ~~such~~an ~~selling~~agreement ~~shareholders~~with ~~would~~a bebusiness ~~required~~that requires us to ~~revoke~~have ~~their~~a ~~prior~~minimum ~~elections~~net toworth ~~redeem~~or ~~their~~a ~~shares~~certain ~~and~~amount ~~any~~of ~~proxy~~cash toat ~~vote against~~the closing of our initial business combination., Wewhere doit ~~not currently anticipate~~ appears that such ~~purchases,~~requirement ~~if any,~~ would ~~constitute~~otherwise anot ~~tender~~be ~~offer subject~~met. toAny ~~the~~such ~~tender~~purchases ~~offer~~of ~~rules~~our ~~under~~securities ~~the~~may ~~Exchange~~result ~~Act~~in ~~or a going-private transaction subject to~~ the ~~going-private~~completion ~~rules under the Exchange Act; however, if the purchasers determine at the time~~ of ~~any~~our ~~such~~initial ~~purchases~~business combination that ~~the~~may ~~purchases~~not ~~are~~otherwise ~~subject~~have tobeen ~~such rules, the purchasers will be required to comply with such rules~~possible.

The purpose of any such transactions could be to (i) vote such shares in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination or (ii) satisfy a closing condition in an agreement with a partner business that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible.18

In addition, if such purchases are made, the public “float” of our Class A ~~ordinary~~Ordinary ~~shares~~Shares may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

Our ~~sponsor~~Sponsor, officers, directors and/or their affiliates anticipate that they may identify the shareholders with whom our ~~sponsor~~Sponsor, officers, directors or their affiliates may pursue privately negotiated transactions by either the shareholders contacting us directly or by our receipt of redemption requests submitted by shareholders (in the case of Class A ~~ordinary~~Ordinary ~~shares~~Shares) following our mailing of tender offer or proxy materials in connection with our initial business combination. To the extent that our ~~sponsor~~Sponsor, officers, directors, advisors or their affiliates enter into a private transaction, they would identify and contact only potential selling or redeeming shareholders who have expressed their election to redeem their shares for a pro rata share of the ~~trust~~Trust ~~account~~Account or vote against our initial business combination, whether or not such shareholder has already submitted a proxy with respect to our initial business combination but only if such shares have not already been voted at the general meeting related to our initial business combination. Our ~~sponsor~~Sponsor, executive officers, directors, advisors or their affiliates will select which shareholders to purchase shares from based on the negotiated price and number of shares and any other factors that they may deem relevant, and will be restricted from purchasing shares if such purchases do not comply with Regulation M under the Exchange Act and the other federal securities laws.

Our Sponsor, officers, directors and/or their affiliates will be restricted from making purchases of shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. We expect any such purchases would be reported by such person pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.

~~Our~~Redemption ~~sponsor,~~Rights ~~officers,~~for ~~directors~~Public ~~and/or~~Shareholders ~~their~~Upon ~~affiliates~~Completion ~~will be restricted from making purchases~~ of ~~shares~~Our ifInitial ~~the~~Business purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. We expect any such purchases would be reported by such person pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.Combination

~~Redemption~~We ~~rights~~will ~~for~~provide ~~public~~our ~~shareholders~~Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial business combination, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, subject to the limitations described herein. At the completion of our initial business combination, we will be required to purchase any Ordinary Shares properly delivered for redemption and not withdrawn. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. Our Initial Shareholders, directors and officers have entered into an Insider Letter Agreement, pursuant to which they have agreed to waive their redemption rights with respect to any Founder Shares, Private Placement Shares and any Public Shares held by them in connection with the completion of our initial business combination.

WeLimitations will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to the limitations described herein. At the completion of our initial business combination, we will be required to purchase any ordinary shares properly delivered for redemption and not withdrawn. The amount in the trust account is initially anticipated to be $10.00 per public share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. Our initial shareholders, directors and officers have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with the completion of our initial business combination.Redemptions

~~Limitations~~Our onCurrent ~~redemptions~~Charter provides that in no event will we redeem our Public Shares in an amount that would cause our net tangible assets to be less than $5.0 million (so that we do not then become subject to the SEC’s “penny stock” rules). However, the proposed business combination may require: (i) cash consideration to be paid to the partner or its owners, (ii) cash to be transferred to the partner for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all Class A Ordinary Shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all Class A Ordinary Shares submitted for redemption will be returned to the holders thereof.

~~Our~~Manner ~~amended and restated memorandum and articles~~ of ~~association~~Conducting provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5.0 million (so that we do not then become subject to the SEC’s “penny stock” rules). However, the proposed business combination may require: (i) cash consideration to be paid to the partner or its owners, (ii) cash to be transferred to the partner for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof.Redemptions

~~Manner~~We will provide our Public Shareholders with the opportunity to redeem all or a portion of ~~conducting~~their Public Shares upon the completion of our initial business combination either (1) in connection with an extraordinary general meeting called to approve the business combination or (2) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers and any transactions where we issue more than 20% of our issued and outstanding Ordinary Shares or seek to amend our Current Charter would typically require shareholder approval. We intend to conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC unless shareholder approval is required by applicable law or stock exchange listing requirement or we choose to seek shareholder approval for business or other reasons.

We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (1) in connection with a general meeting called to approve the business combination or (2) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would typically require shareholder approval. We intend to conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC unless shareholder approval is required by applicable law or stock exchange listing requirement or we choose to seek shareholder approval for business or other reasons.19

If a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other reasons, we will, pursuant to our ~~amended~~Current ~~and restated memorandum and articles of association~~Charter:

	●	conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and

	●	file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

14Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our Sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Ordinary Shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act.

~~Upon~~In the ~~public~~event ~~announcement of our initial business combination, if~~ we ~~elect to~~ conduct redemptions pursuant to the tender offer rules, ~~we and~~ our ~~sponsor~~offer to redeem will ~~terminate~~remain ~~any~~open ~~plan~~for ~~established~~at least 20 business days, in accordance with Rule ~~10b5~~14e-1(a) under the Exchange Act, and we will not be permitted to ~~purchase~~complete our ~~ordinary~~initial ~~shares~~business incombination until the ~~open~~expiration ~~market~~of the tender offer period. In addition, the tender offer will be conditioned on Public Shareholders not tendering more than a specified number of Public Shares, which number will be based on the requirement that we may not redeem Public Shares in ~~order~~an amount that would cause our net tangible assets to ~~comply~~be ~~with~~less ~~Rule~~than ~~14e-~~$5,000,001 ~~under~~following such redemptions, or any greater net tangible asset or cash requirement that may be contained in the ~~Exchange~~agreement ~~Act~~relating to our initial business combination. If Public Shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination.

~~In the event we conduct redemptions pursuant to the tender offer rules~~If, ~~our offer to redeem will remain open for at least 20 business days,~~ ~~in accordance with Rule 14e-1(a) under the Exchange Act~~however, ~~and~~shareholder weapproval ~~will not be permitted to complete our initial business combination until the expiration~~ of the ~~tender~~transaction ~~offer~~is ~~period.~~required Inby ~~addition,~~applicable ~~the~~law ~~tender~~or ~~offer~~stock ~~will~~exchange belisting ~~conditioned on public shareholders not tendering more than a specified number of public shares, which number will be based on the~~ requirement ~~that we may not redeem public shares in an amount that would cause our net tangible assets to be less than $5~~,~~000,001~~ ~~following such redemptions,~~ or ~~any~~we ~~greater~~decide ~~net tangible asset or~~to ~~cash~~obtain ~~requirement~~shareholder ~~that~~approval ~~may~~for ~~be contained in the agreement relating to our initial~~ business ~~combination.~~or Ifother ~~public shareholders tender more shares than we have offered to purchase~~reasons, we will, ~~withdraw~~pursuant ~~the~~to ~~tender~~our ~~offer~~Current ~~and not complete such initial business combination.~~Charter:

If, however, shareholder approval of the transaction is required by applicable law or stock exchange listing requirement, or we decide to obtain shareholder approval for business or other reasons, we will, pursuant to our amended and restated memorandum and articles of association:

	●	conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and

	●	file proxy materials with the SEC.

We expect that a final proxy statement would be mailed to ~~public~~Public ~~shareholders~~Shareholders at least 10 days prior to the shareholder vote. However, we expect that a draft proxy statement would be made available to such shareholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. Although we are not required to do so, we currently intend to comply with the substantive and procedural requirements of Regulation 14A in connection with any shareholder vote even if we are not able to maintain our NYSE listing or Exchange Act registration.

In the event that we seek shareholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our ~~public~~Public ~~shareholders~~Shareholders with the redemption rights described above upon completion of the initial business combination.

If we seek shareholder approval, we will complete our initial business combination only if we receive an ordinary resolution under Cayman Islands law (approval by a majority of shareholders), and in some cases, matters related to our initial business combination may require us to receive an extraordinary resolution under Cayman Islands law (approval by two-thirds of shareholders). In connection with any such vote of shareholders, pursuant to the terms of aan ~~letter~~Insider ~~agreement~~Letter ~~entered into with us~~Agreement, our ~~initial~~Initial ~~shareholders~~Shareholders have agreed (and their ~~permitted~~ permitted transferees will agree) to vote their ~~founder~~Founder ~~shares~~Shares, ~~private~~Private ~~placement~~Placement ~~shares~~Shares ~~(which were forfeited by Sponsor on December 30, 2022)~~ and any ~~public~~Public ~~shares~~Shares held by them in favor of our initial ~~business combination. As a result, in addition to our initial shareholders’~~ founder shares, we would need (a) in the case of an ordinary resolution, (i) 8,039,063, or 37.5% of the public shares to be voted in favor of such matter, assuming all issued and outstanding shares were voted) or (ii) would not require any public shares to be voted in favor if only the minimum number of shares representing a quorum were voted, and (b) in the case of an extraordinary resolution, (i) 12,505,209, or 58.3% of the public shares to be voted in favor of such matter, assuming all issued and outstanding shares were voted) or (ii) 595,487, or 2.8% of the public shares to be voted in favor if only the minimum number of shares representing a quorum were voted. Additionally, our directors and officers also have agreed to vote any shares owned by them in favor of our initial business combination.

1520

Each ~~public~~Public ~~shareholder~~Shareholder may elect to redeem their ~~public~~Public ~~shares~~Shares without voting and, if they do vote, irrespective of whether they vote for or against the proposed transaction. In addition, our ~~initial~~Initial ~~shareholders~~Shareholders, directors and officers have entered into aan ~~letter~~Insider ~~agreement~~Letter ~~with us~~Agreement, pursuant to which they have agreed to waive their redemption rights with respect to any ~~founder~~Founder ~~shares~~Shares, Private Placement Shares and ~~public~~any ~~shares~~Public Shares held by them in connection with the completion of a business combination.

Our ~~amended~~Current ~~and~~Charter ~~restated~~provides ~~memorandum and articles of association provide~~ that in no event will we redeem our ~~public~~Public ~~shares~~Shares in an amount that would cause our net tangible assets to be less than $5,000,001 following such redemptions. Redemptions of our ~~public~~Public ~~shares~~Shares may also be subject to a higher net tangible asset test or cash requirement pursuant to an agreement relating to our initial business combination. For example, the proposed business combination may require: (1) cash consideration to be paid to the target or its owners; (2) cash to be transferred to the target for working capital or other general corporate purposes; or (3) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all ~~public~~Public ~~shares~~Shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all ~~ordinary~~Ordinary Shares ~~shares~~ submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.

Limitation on ~~redemption~~Redemption ~~upon~~Upon ~~completion~~Completion of ~~our~~Our ~~initial~~Initial ~~business~~Business ~~combination~~Combination ifIf weWe ~~seek~~Seek ~~shareholder~~Shareholder ~~approval~~Approval

If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our ~~amended~~Current ~~and~~Charter ~~restated memorandum and articles of association~~ provide that a ~~public shareholder~~Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to ~~Excess~~ ~~Shares~~excess shares, without our prior consent. We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination as a means to force us or our ~~sponsor~~Sponsor or its affiliates to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a ~~public~~Public ~~shareholder~~Shareholder holding more than an aggregate of 15% of the shares sold in our ~~initial~~Initial ~~public~~Public ~~offering~~Offering could threaten to exercise its redemption rights if such holder’s shares are not purchased by us or our ~~sponsor~~Sponsor or its affiliates at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders’ ability to redeem no more than 15% of the shares sold in the ~~initial~~Initial ~~public~~Public ~~offering~~Offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders’ ability to vote all of their shares (including ~~Excess~~excess ~~Shares~~shares) for or against our initial business combination.

Tendering ~~share~~Share ~~certificates~~Certificates in ~~connection~~Connection with aA ~~tender~~Tender ~~offer~~Offer or ~~redemption~~Redemption ~~rights~~Rights

We may require our ~~public~~Public ~~shareholders~~Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our ~~transfer~~Transfer ~~agent~~Agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the scheduled vote on the proposal to approve the business combination in the event we distribute proxy materials, or to deliver their shares to the ~~transfer~~Transfer ~~agent~~Agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, rather than simply voting against the initial business combination. The tender offer or proxy materials, as applicable, that we will furnish to holders of our ~~public~~Public ~~shares~~Shares in connection with our initial business combination will indicate whether we are requiring ~~public~~Public ~~shareholders~~Shareholders to satisfy such delivery requirements, which will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. Accordingly, a ~~public~~Public ~~shareholder~~Shareholder would have from the time we send out our tender offer materials until the close of the tender offer period, or up to two business days prior to the scheduled vote on the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights. Pursuant to the tender offer rules, the tender offer period will be not less than 20 business days and, in the case of a shareholder vote, a final proxy statement would be mailed to ~~public~~Public ~~shareholders~~Shareholders at least 10 days prior to the shareholder vote. However, we expect that a draft proxy statement would be made available to such shareholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. Given the relatively short exercise period, it is advisable for shareholders to use electronic delivery of their ~~public~~Public ~~shares~~Shares.

1621

There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC System. The ~~transfer~~Transfer ~~agent~~Agent will typically charge the tendering broker a fee of approximately $80100.00 and it would be up to the broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights to tender their shares. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.

Redemption of ~~public~~Public ~~shares~~Shares and ~~liquidation~~Liquidation ifIf noNo ~~initial~~Initial ~~business~~Business ~~combination~~Combination

~~Our~~We ~~sponsor, directors and officers have agreed that we~~ will have ~~only~~until 24July ~~months~~1, ~~from~~2024 ~~the closing of our initial public offering~~ to complete our initial business combination. If we have not completed our initial business combination by ~~within~~July ~~such~~1, ~~24-month period or during any Extension Period~~2024, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but ~~not~~ not more than 10 business days thereafter, redeem the ~~public~~Public ~~shares~~Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the ~~trust~~Trust ~~account~~Account, including interest (less up to $100,000 of interest to pay winding up and dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding ~~public~~Public ~~shares~~Shares, which redemption will completely extinguish ~~public~~Public ~~shareholders~~Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our ~~Board~~board of ~~Directors~~directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

Our ~~initial~~Initial ~~shareholders~~Shareholders have entered into aan ~~letter~~Insider ~~agreement~~Letter Agreement with us, pursuant to which they have waived their rights to liquidating ~~distributions~~ distributions from the ~~trust~~Trust ~~account~~Account with respect to their ~~founder~~Founder ~~shares~~Shares and Private Placement Shares if we fail to complete our initial business combination ~~within~~by 24July ~~months from~~1, ~~the closing of our initial public offering or during any Extension Period~~2024. However, if our ~~initial~~Initial ~~shareholders~~Shareholders acquire ~~public~~Public ~~shares~~Shares, they will be entitled to liquidating distributions from the ~~trust~~Trust ~~account~~Account with respect to such ~~public~~Public ~~shares~~Shares if we fail to complete our initial business combination ~~within~~by ~~the~~July 1, ~~allotted 24-month time period~~2024.

Our ~~sponsor~~Sponsor, directors and officers have agreed, pursuant to athe ~~written~~Insider ~~agreement~~Letter ~~with us~~Agreement, that they will not propose any amendment to our ~~amended~~Current ~~and~~Charter ~~restated memorandum and articles of association~~ (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our ~~public~~Public ~~shares~~Shares if we do not complete our initial business combination ~~within~~by 24July ~~months~~1, ~~from~~2024 ~~the closing of our initial public offering~~ or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless we provide our ~~public~~Public Shareholders ~~shareholders~~ with the opportunity to redeem their Class A ~~ordinary~~Ordinary ~~shares~~Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the ~~trust~~Trust ~~account~~Account, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding ~~public~~ ~~shares~~Public Shares. However, we may not redeem our ~~public~~Public ~~shares~~Shares in an amount that would cause our net tangible assets to be less than $5,000,001 following such redemptions.

We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the proceeds held outside the ~~trust~~Trust Account. ~~Our~~We ~~sponsor,~~will ~~directors and officers~~ have ~~agreed~~until ~~that~~July we1, ~~will have~~2024 ~~only 24 months from the closing of our initial public offering~~ to complete our initial business combination.

If we were to expend all of the net proceeds of our initial public offering and the sale of the private placement shares, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the per-share redemption amount received by shareholders upon our dissolution would be approximately $10.00. The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our public shareholders. We cannot assure you that the actual per-share redemption amount received by shareholders will not be substantially less than $10.00. While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.22

17If we were to expend all of the net proceeds of our Initial Public Offering and the sale of the Private Placement Shares, other than the proceeds deposited in the Trust Account, and without taking into account interest, if any, earned on the Trust Account, the per-share redemption amount received by shareholders upon our dissolution would be approximately $10.00. The proceeds deposited in the Trust Account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our Public Shareholders. While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.

Although we seek to have all vendors, service providers (excluding our independent registered public accounting firm), prospective ~~partner~~ businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the ~~trust~~Trust ~~account~~Account for the benefit of our ~~public~~Public ~~shareholders~~Shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the ~~trust~~Trust ~~account~~Account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the ~~trust~~Trust ~~account~~Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the ~~trust~~Trust ~~account~~Account, our ~~founding~~management team will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if our ~~founding~~management team believes that such third party’s engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third -party consultant whose particular expertise or skills are believed by our ~~founding~~management team to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where our ~~founding~~management team is unable to find a ~~service~~ service provider willing to execute a waiver. ~~The underwriters will not execute agreements with us waiving such claims to the monies held in the trust account.~~ In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the ~~trust~~Trust ~~account~~ Account for any reason. In order to protect the amounts held in the ~~trust~~Trust ~~account~~Account, our ~~sponsor~~Sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective ~~partner~~ business with which we have discussed entering into a transaction agreement, reduce the amounts in the ~~trust~~Trust ~~account~~Account to below the lesser of (i) $10.00 per ~~public share~~Public Share and (ii) the actual amount per ~~public~~Public ~~share~~Share held in the ~~trust~~Trust ~~account~~Account as of the date of the liquidation of the ~~trust~~Trust Account ~~account~~ if less than $10.00 per ~~public~~Public ~~share~~Share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations, provided that such liability will not apply to any claims by a third party or prospective ~~partner business~~ business who executed a waiver of any and all rights to seek access to the ~~trust~~Trust ~~account~~Account nor will it apply to any claims under our indemnity of of the underwriters of our ~~initial~~Initial ~~public~~Public ~~offering~~Offering against certain liabilities, including liabilities under the Securities Act. In the ~~event~~ event that an executed waiver is deemed to be unenforceable against a third party, our ~~sponsor~~Sponsor will not be responsible to the extent of any liability for such third -party claims. However, we have not asked our ~~sponsor~~Sponsor to reserve for such indemnification obligations, nor have we independently verified whether our ~~sponsor~~Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our ~~sponsor~~Sponsor’s only assets are securities of our company. Our ~~sponsor~~Sponsor may not be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective ~~partner~~ businesses.

In the event that the proceeds in the ~~trust~~Trust ~~account~~Account are reduced below the lesser of (i) $10.00 per ~~public~~Public ~~share~~Share and the actual amount per ~~public~~Public ~~share~~Share held in the ~~trust~~Trust ~~account~~Account as of the date of the liquidation of the ~~trust~~Trust ~~account~~Account if less than $10.00 per ~~public~~Public ~~share~~Share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations, and our ~~sponsor~~Sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our ~~sponsor~~Sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our ~~sponsor~~Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.00 per ~~public~~Public ~~share~~Share.

We seek to reduce the possibility that our ~~sponsor~~Sponsor will have to indemnify the ~~trust~~Trust ~~account~~Account due to claims of creditors by endeavoring to have all vendors, service providers (excluding our independent registered public accounting firm), prospective ~~partner~~ businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the ~~trust~~Trust ~~account~~Account. Our ~~sponsor~~Sponsor will also not be liable as to any claims under our indemnity of the underwriters of our ~~initial~~ ~~public~~Initial ~~offering~~Public Offering against certain liabilities, including liabilities under the Securities Act. We will have access to up to $1,000,000 from the proceeds of our ~~initial~~Initial ~~public~~Public ~~offering~~Offering and the sale of the ~~private~~Private ~~placement~~Placement ~~shares~~Shares with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately $100,000).

1823

If we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, the proceeds held in the ~~trust~~Trust ~~account~~Account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the ~~trust~~Trust ~~account~~Account, we cannot assure you we will be able to return $10.00 per ~~public~~Public ~~share~~Share to our ~~public~~Public ~~shareholders~~Shareholders. Additionally, if we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.”

As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by our shareholders. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying ~~public~~Public ~~shareholders~~Shareholders from the ~~trust~~Trust ~~account~~Account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

Our ~~public~~Public ~~shareholders~~Shareholders will be entitled to receive funds from the ~~trust~~Trust ~~account~~Account only (i) in the event of the redemption of our ~~public~~Public ~~shares~~Shares if we do not consummate an initial business combination ~~within~~by 24July ~~months~~1, ~~from the closing of our initial public offering~~2024, (ii) in connection with a shareholder vote to amend our ~~amended~~Current Charter ~~and restated memorandum and articles of association~~ (A) to modify the substance or timing of our obligation to provide holders of our Class A ~~ordinary~~Ordinary ~~shares~~Shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our ~~public~~Public ~~shares~~Shares if we do not complete our initial business combination ~~within~~by 24July ~~months~~1, ~~from the~~2024 ~~closing of our initial public offering~~ or (B) with respect to any other provision relating to the rights of holders of our Class A ~~ordinary~~Ordinary ~~shares~~Shares or pre-initial business combination activity, and (iii) if they redeem their respective shares for cash upon the completion of the initial business combination. Public ~~shareholders~~Shareholders who redeem their Class A ~~ordinary~~Ordinary ~~shares~~Shares in connection with a shareholder vote described in clause (ii) in the preceding sentence shall not be entitled to funds from the ~~trust~~Trust ~~account~~Account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination ~~within~~by 24July ~~months~~1, ~~from the closing of our initial public offering~~2024, with respect to such Class A ~~ordinary~~Ordinary ~~shares~~Shares so redeemed. In no other circumstances will a shareholder have any right or interest of any kind to or in the ~~trust~~Trust ~~account~~Account. In the event we seek shareholder approval in connection with our initial business combination, a shareholder’s voting in connection with the business combination alone will not result in a shareholder’s redeeming its shares to us for an applicable pro rata share of the ~~trust~~Trust ~~account~~Account. Such shareholder must have also exercised its redemption rights described above. These provisions of our ~~amended~~Current ~~and restated memorandum and articles of association~~Charter, like all provisions of our ~~amended~~ ~~and~~Current ~~restated memorandum and articles of association~~Charter, may be amended with a shareholder vote.

Competition

We expect to encounter intense competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals and entities are well established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical, human and other resources or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous target businesses we could potentially acquire with the net proceeds of our ~~initial~~Initial ~~public~~Public ~~offering~~Offering and the sale of the ~~private~~Private ~~placement~~Placement ~~shares~~Shares, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, in the event we seek shareholder approval of our initial business combination and we are obligated to pay cash for our Class A ~~ordinary~~Ordinary ~~shares~~Shares, it will potentially reduce the resources available to us for our initial business combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination. If we have not completed our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our trust account.

Facilities

We currently maintain our executive offices at ~~900~~195 ~~Kearny~~US ~~Street~~HWY 50, Suite ~~610~~208, ~~San~~Zephyr ~~Francisco~~Cove, ~~California~~NV ~~94133~~89448. The cost for this space is included in the $10,000 per month fee that we ~~will~~ pay our ~~sponsor~~Sponsor for office space, administrative and support services. We consider our current office space adequate for our current operations.

Employees

WeTWOA ~~currently~~has ~~have~~two ~~three~~executive officers ~~and do not intend to have any full-time employees prior to the completion of our initial business combination~~. ~~Members~~ ofThese ~~our~~individuals ~~management team~~ are not obligated to devote any specific number of hours to ~~our~~TWOA matters ~~but~~and ~~they intend to~~ devote only as much of ~~their~~ time as they deem necessary to ~~our~~TWOA’s affairs ~~until we have completed our initial business combination~~. ~~The~~TWOA ~~amount~~does ofnot ~~time~~intend ~~that any~~to ~~such~~have ~~person will devote in~~ any full-time ~~period~~employees ~~will~~prior ~~vary~~to ~~based on whether a target business has been selected for our initial business combination and~~ the ~~current stage~~ completion of ~~the~~a business combination ~~process~~.

Legal ~~proceedings~~Proceedings

~~There~~To isthe noknowledge ~~material~~of ~~litigation~~TWOA’s management, ~~arbitration~~there oris ~~governmental~~no ~~proceeding~~litigation currently pending ~~against~~or uscontemplated oragainst TWOA, any ~~members~~ of ~~our~~TWOA’s officers ~~management~~or ~~team~~ directors in their capacity as such or against any of TWOA’s property.

Item 1A.

Risk Factors

Risk Factor Summary

An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in the report, before making a decision to invest in our securities. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.

● The requirement that we consummate an initial business combination ~~within~~by 24July ~~months after the closing of our initial public offering (that is no later than April~~ 1, ~~2023),~~2024 may give potential ~~partner~~ businesses leverage over us in negotiating an initial business combination. ● Since our ~~sponsor~~Sponsor, executive officers and directors, will lose their entire investment in us if our initial business combination is not completed (other than with respect to ~~public~~Public ~~shares~~Shares they acquired during or after our ~~initial~~Initial ~~public~~Public ~~offering~~Offering), a conflict of interest may arise in determining whether a particular business combination partner is appropriate for our initial business combination. ● Our shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our shareholders do not support such a combination. ● If we seek shareholder approval of our initial business combination, our ~~sponsor~~Sponsor and each member of our ~~founding~~management team have agreed to vote in favor of such initial business combination, regardless of how our ~~public~~Public ~~shareholders~~Shareholders vote. ● Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash. ● The ability of our ~~public~~Public ~~shareholders~~Shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a ~~partner~~target business. ● The ability of our ~~public~~Public ~~shareholders~~Shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure.

	●	The ability of our Public Shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your stock.

	●	The requirement that we consummate an initial business combination by July 1, 2024 may give potential businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination partners, in particular as we approach our dissolution deadline, which could undermine our ability to complete our business combination on terms that would produce value for our shareholders.

● The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your stock. ● The requirement that we consummate an initial business combination within 24 months after the closing may give potential partner businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination partners, in particular as we approach our dissolution deadline, which could undermine our ability to complete our business combination on terms that would produce value for our shareholders. ● If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed. ● We are not required to obtain an opinion from an independent accounting or investment banking firm, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our shareholders from a financial point of view. ● We may engage in a business combination with one or more partner businesses that have relationships with entities that may be affiliated with our sponsor, executive officers, directors or initial shareholders which may raise potential conflicts of interest. ● We may only be able to complete one business combination with the net proceeds of our initial public offering and the sale of the private placement shares, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability. ● Our executive officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination. ● Our executive officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities, including another blank check company, and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented. ● Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited.

Risks Relating to Our Structure and Operations

The requirement that we consummate an initial business combination within 24 months after the closing of our initial public offering (that is no later than April 1, 2023) may give potential partner businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination partners, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.

Any potential partner business with which we enter into negotiations concerning a business combination will be aware that we must consummate an initial business combination within 24 months from the closing of our initial public offering.

Consequently, such partner business may obtain leverage over us in negotiating a business combination, knowing that if we do not complete our initial business combination within the required time period with that particular partner business, we may be unable to complete our initial business combination with any partner business. This risk will increase as we get closer to the timeframe described above. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation.

We may not be able to consummate an initial business combination within 24 months after the closing of our initial public offering, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate.

We may not be able to find a suitable partner business and consummate an initial business combination within 24 months after the closing of our initial public offering. Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein. These and other factors could limit our ability to complete our initial business combination, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all. Additionally, the COVID-19 pandemic may negatively impact businesses we may seek to acquire. If we have not consummated an initial business combination within such applicable time period, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Our amended and restated memorandum and articles of association provides that, if a resolution of the company’s shareholders is passed pursuant to the Companies Law of the Cayman Islands to commence the voluntary liquidation of the company, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. In either such case, our public shareholders may receive only $10.00 per public share, or less than $10.00 per public share, on the redemption of their shares.

If we do not consummate an initial business combination within 24 months from the closing of our initial public offering, our public shareholders may be forced to wait beyond such 24 months before redemption from our trust account.

If we do not consummate an initial business combination within 24 months from the closing of our initial public offering, the proceeds then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), will be used to fund the redemption of our public shares, as further described herein. Any redemption of public shareholders from the trust account will be effected automatically by function of our amended and restated memorandum and articles of association prior to any voluntary winding up. If we are required to wind up, liquidate the trust account and distribute such amount therein, pro rata, to our public shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies Law. In that case, investors may be forced to wait beyond 24 months from the closing of our initial public offering before the redemption proceeds of our trust account become available to them, and they receive the return of their pro rata portion of the proceeds from our trust account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless, prior thereto, we consummate our initial business combination or amend certain provisions of our amended and restated memorandum and articles of association, and only then in cases where investors have sought to redeem their Class A ordinary shares. Only upon our redemption or any liquidation will public shareholders be entitled to distributions if we do not complete our initial business combination and do not amend certain provisions of our amended and restated memorandum and articles of association. Our amended and restated memorandum and articles of association provides that, if a resolution of the company’s shareholders is passed pursuant to the Companies Law of the Cayman Islands to commence the voluntary liquidation of the company, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law.

Since our sponsor, executive officers and directors will lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares they acquired after our initial public offering), a conflict of interest may arise in determining whether a particular business combination partner is appropriate for our initial business combination.

On January 21, 2021, our sponsor paid $25,000, or approximately $0.004 per share, for certain offering costs in consideration for 5,750,000 founder shares, of which 750,000 were subject to forfeiture to the extent the underwriter did not fully exercise its over-allotment option. On March 8, 2021, our sponsor transferred 25,000 founder shares to each of Michelle Gill, Ryan Petersen and Laura de Petra, and 30,000 founder shares to Pierre Lamond. Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. The per-share price of the founder shares was determined by dividing the amount contributed to the company by the number of founder shares issued. The founder shares will be worthless if we do not complete an initial business combination. In addition, our sponsor purchased 600,000 Class A Ordinary Shares, at a price of $10.00 per share in a private placement which occurred concurrently with the closing of our initial public offering, for an aggregate purchase price of $6,000,000, and an additional 28,750 private placement shares in connection with the partial exercise of the underwriter’s over-allotment option, for an aggregate purchase price of $287,500. Following the partial exercise of the underwriter’s over-allotment option, our Sponsor forfeited 390,625 of its founder shares. If we do not consummate an initial business within 24 months from the closing of our initial public offering, the private placement shares will have minimal, if any, value. In addition, because of the $0.004 per share purchase price paid by our sponsor for each founder share and the $10.00 price paid for each private placement share, an initial business combination resulting in a Class A Ordinary Share price that is even significantly less than the $10.00 per Class A Ordinary Share redemption price would still be a very favorable transaction for our sponsor. The personal and financial interests of our executive officers and directors may conflict with and influence their motivation in identifying and selecting a partner business combination and completing an initial business combination. This risk may become more acute as the 24-month deadline nears.

We have no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination with one or more partner businesses. We have no plans, arrangements or understandings with any prospective partner business concerning a business combination and may be unable to complete our initial business combination. If we fail to complete our initial business combination, we will never generate any operating revenues.

Past performance by our founding team or their affiliates may not be indicative of future performance of an investment in us.

Information regarding performance by, or businesses associated with, our founding team or their affiliates is presented for informational purposes only. Any past experience of and performance by our founding team or their affiliates, is not a guarantee either: (1) that we will be able to successfully identify a suitable candidate for our initial business combination; or (2) of any results with respect to any initial business combination we may consummate. You should not rely on the historical record of our founding team or any of their affiliates’ as indicative of the future performance of an investment in us or the returns we will, or are likely to, generate going forward.

Our shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our shareholders do not support such a combination.

We may not hold a shareholder vote to approve our initial business combination unless the business combination would require shareholder approval under applicable Cayman Islands law or stock exchange listing requirements or if we decide to hold a shareholder vote for business or other reasons. For instance, NYSE rules currently allow us to engage in a tender offer in lieu of a general meeting but would still require us to obtain shareholder approval if we were seeking to issue more than 20% of our issued and outstanding shares to a partner business as consideration in any business combination.

Therefore, if we were structuring a business combination that required us to issue more than 20% of our issued and outstanding ordinary shares, we would seek shareholder approval of such business combination. However, except as required by applicable law or stock exchange rule, the decision as to whether we will seek shareholder approval of a proposed business combination or will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. Accordingly, we may consummate our initial business combination even if holders of a majority of the outstanding ordinary shares do not approve of the business combination we consummate.

Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.

Since our board of directors may complete a business combination without seeking shareholder approval, public shareholders may not have the right or opportunity to vote on the business combination, unless we seek such shareholder approval. Accordingly, your only opportunity to affect the investment decision regarding a potential business combination may be limited to exercising your redemption rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our public shareholders in which we describe our initial business combination.

The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination partners, which may make it difficult for us to enter into a business combination with a partner.

We may seek to enter into a business combination transaction agreement with a prospective partner that requires as a closing condition that we have a minimum net worth or a certain amount of cash. If too many public shareholders exercise their redemption rights, we would not be able to meet such closing condition and, as a result, would not be able to proceed with the business combination. Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC’s “penny stock” rules). Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets to be less than $5,000,001 or such greater amount necessary to satisfy a closing condition as described above, we would not proceed with such redemption and the related business combination and may instead search for an alternate business combination. Prospective partners will be aware of these risks and, thus, may be reluctant to enter into a business combination transaction with us.

The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure.

At the time we enter into an agreement for our initial business combination, we will not know how many shareholders may exercise their redemption rights, and therefore will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. If a large number of shares are submitted for redemption, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for additional third-party financing. Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure. The amount of the deferred underwriting commissions payable to the underwriters will not be adjusted for any shares that are redeemed in connection with an initial business combination. The per-share amount we will distribute to shareholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commission and after such redemptions, the amount held in trust will continue to reflect our obligation to pay the entire deferred underwriting commissions.

The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.

If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing, the probability that our initial business combination would be unsuccessful is increased. If our initial business combination is unsuccessful, you would not receive your pro rata portion of the funds in the trust account until we liquidate the trust account. If you are in need of immediate liquidity, you could attempt to sell your shares in the open market; however, at such time our shares may trade at a discount to the pro rata amount per share in the trust account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with our redemption until we liquidate or you are able to sell your shares in the open market.

Our search for a business combination, and any partner business with which we ultimately consummate a business combination, may be materially adversely affected by the coronavirus (COVID-19) pandemic and the status of debt and equity markets.

In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (COVID-19) a “Public Health Emergency of International Concern.” On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the United States to aid the U.S. healthcare community in responding to COVID-19, and on March 11, 2020 the World Health Organization characterized the outbreak as a “pandemic.”

The COVID-19 pandemic has and a significant outbreak of other infectious diseases could result in a widespread health crisis that could adversely affect the economies and financial markets worldwide, and the business of any potential partner business with which we consummate a business combination could be materially and adversely affected.

Furthermore, we may be unable to complete a business combination if concerns relating to COVID-19 or other widespread health crises continue to restrict travel, limit the ability to have meetings with potential investors or the partner business’s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner. The extent to which COVID-19 impacts our search for a business combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and potential variants and the actions to contain COVID-19 or treat its or their impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extensive period of time, our ability to consummate a business combination, or the operations of a partner business with which we ultimately consummate a business combination, may be materially adversely affected. In addition, our ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by COVID-19 and potential variants and other events, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all.

If we seek shareholder approval of our initial business combination, our sponsor, directors, executive officers, advisors and their affiliates may elect to purchase public shares, which may influence a vote on a proposed business combination and reduce the public “float” of our Class A ordinary shares.

If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, executive officers, advisors or their affiliates may purchase public shares in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination, although they are under no obligation to do so. However, other than as expressly stated herein, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase public shares in such transactions.

In the event that our sponsor, directors, executive officers, advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The purpose of any such transaction could be to (1) vote in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination or (3) satisfy a closing condition in an agreement with a partner that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public “float” of our Class A ordinary shares may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.

● If a shareholder fails to receive notice of our offer to redeem our ~~public~~Public ~~shares~~Shares in connection with our ~~initial~~ business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed. ● We are not required to obtain an opinion from an independent accounting or investment banking firm, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our shareholders from a financial point of view. ● We may engage in a business combination with one or more businesses that have relationships with entities that may be affiliated with our Sponsor, executive officers, directors or Initial Shareholders which may raise potential conflicts of interest. ● We may only be able to complete one business combination with the net proceeds of our Initial Public Offering and the sale of the Private Placement Shares, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability. ● Our executive officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination. ● Our executive officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities, including another blank check company, and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented. ● Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited. ● The NYSE could suspend trading in our securities or delist our securities from the NYSE subsequent to April 1, 2024, which is three years from our IPO.

WeFor ~~will comply with~~ the ~~proxy~~complete ~~rules~~list orof ~~tender~~risks ~~offer~~relating ~~rules,~~to asour ~~applicable,~~operations ~~when~~and ~~conducting~~the ~~redemptions in connection with our~~ initial business combination., ~~Despite~~see ~~our~~the ~~compliance~~section ~~with~~titled ~~these~~“Risk ~~rules,~~Factors” contained ifin athe ~~shareholder~~F-4. ~~fails~~Any toof ~~receive~~these ~~our~~factors ~~proxy~~could ~~solicitation~~result orin ~~tender~~a ~~offer~~significant ~~materials, as~~or ~~applicable,~~material ~~such~~adverse ~~shareholder~~effect ~~may~~on ~~not~~our ~~become~~results ~~aware~~ of ~~the~~operations ~~opportunity~~or ~~to redeem its shares~~financial condition. InAdditional ~~addition,~~risks ~~the~~could ~~proxy~~arise ~~solicitation or tender offer materials, as applicable,~~ that wemay ~~will~~also ~~furnish~~affect ~~to holders of~~ our ~~public~~business ~~shares~~or inability ~~connection~~to ~~with~~consummate ~~our~~an initial business combination. We ~~will~~may ~~describe~~disclose ~~the~~changes ~~various procedures that must be complied with in order~~ to ~~validly~~such ~~redeem~~risk factors or ~~tender~~disclose ~~public~~additional ~~shares.~~risk Infactors ~~the~~from ~~event~~time ~~that a shareholder fails~~ to ~~comply~~time ~~with~~in ~~these~~our ~~procedures,~~future ~~its~~filings ~~shares~~with ~~may~~the ~~not be redeemed~~SEC.

You do not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares, potentially at a loss.

Our public shareholders are entitled to receive funds from the trust account only upon the earlier to occur of: (i) our completion of an initial business combination, and then only in connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations described herein, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business activity, and (iii) the redemption of our public shares if we have not consummated an initial business within 24 months from the closing of our initial public offering, subject to applicable law and as further described herein. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (ii) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination within 24 months from the closing of our initial public offering, with respect to such Class A ordinary shares so redeemed. In no other circumstances will a shareholder have any right or interest of any kind to or in the trust account. Accordingly, to liquidate your investment, you may be forced to sell your public shares, potentially at a loss.

NYSE may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

Although we expect we will continue to meet the minimum continued listing standards set forth in NYSE’s listing standards, our securities may not be, or may not continue to be, listed on NYSE in the future or prior to the completion of our initial business combination. In order to continue listing our securities on NYSE prior to the completion of our initial business combination, we must maintain certain financial, distribution and share price levels. Generally, we must maintain a minimum level of global market capitalization (generally $50,000,000) and a minimum number of holders of our securities (generally 300 public holders). In connection with our initial business combination, we will be required to demonstrate compliance with NYSE’s initial listing requirements, which are more rigorous than NYSE’s continued listing requirements, in order to continue to maintain the listing of our securities on NYSE. For instance, generally, the required share price of our securities would be at least $4.00 per share with a global market capitalization of at least $150,000,000 and a market value of our publicly held shares of at least $40,000,000. We may not be able to meet those initial listing requirements at that time.

If NYSE delists our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:

● a limited availability of market quotations for our securities; reduced liquidity for our securities; ● a determination that our Class A ordinary shares are a “penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; ● a limited amount of news and analyst coverage; and ● a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because we expect that our Class A ordinary shares will be listed on NYSE, our Class A ordinary shares will qualify as covered securities under the statute. Although the states are preempted from regulating the sale of covered securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on NYSE, our securities would not qualify as covered securities under the statute and we would be subject to regulation in each state in which we offer our securities.

You are not entitled to protections normally afforded to investors of many other blank check companies.

Since the net proceeds of our initial public offering and the sale of the private placement shares are intended to be used to complete an initial business combination with a partner business that has not been selected, we may be deemed to be a “blank check” company under the United States securities laws. However, because we had net tangible assets in excess of $5,000,000 upon the completion of our initial public offering and the sale of the private placement shares and filed a Current Report on Form 8-K, including an audited balance sheet, demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of those rules. Among other things, this means we will have a longer period of time to complete our initial business combination than do companies subject to Rule 419. Moreover, if our initial public offering were subject to Rule 419, that rule would prohibit the release of any interest earned on funds held in the trust account to us unless and until the funds in the trust account were released to us in connection with our completion of an initial business combination.

If we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our Class A ordinary shares.

Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we do not complete our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account.

We expect to encounter intense competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals and entities are well established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical, human and other resources or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous partner businesses we could potentially acquire with the net proceeds of our initial public offering and the sale of the private placement shares, our ability to compete with respect to the acquisition of certain partner businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain partner businesses. Furthermore, we are obligated to offer holders of our public shares the right to redeem their shares for cash at the time of our initial business combination in conjunction with a shareholder vote or via a tender offer. Partner companies will be aware that this may reduce the resources available to us for our initial business combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account.

If the net proceeds of our initial public offering and the sale of the private placement shares not being held in the trust account are insufficient to allow us to operate for the 24 months following the closing of our initial public offering, it could limit the amount available to fund our search for a partner business or businesses and complete our initial business combination, and we will depend on loans from our sponsor or founding team to fund our search and to complete our initial business combination.

Of the net proceeds of our initial public offering and the sale of the private placement shares, approximately $1.4 million is available to us outside the trust account to fund our working capital requirements. We believe that the funds available to us outside of the trust account, together with funds available from loans from our sponsor, members of our founding team or any of their affiliates will be sufficient to allow us to operate for at least the 24 months following the closing of our initial public offering; however, our estimate may not be accurate, and our sponsor, members of our founding team or any of their affiliates are under no obligation to advance funds to us in such circumstances. Of the funds available to us, we expect to use a portion of the funds available to us to pay fees to consultants to assist us with our search for a partner business. We could also use a portion of the funds as a down payment or to fund a “no-shop” provision (a provision in letters of intent designed to keep partner businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such partner businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into a letter of intent where we paid for the right to receive exclusivity from a partner business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a partner business.

If we are required to seek additional capital, we would need to borrow funds from our sponsor, members of our founding team or any of their affiliates or other third parties to operate or may be forced to liquidate. Neither our sponsor, members of our founding team nor any of their affiliates is under any obligation to advance funds to us in such circumstances. Any such advances may be repaid only from funds held outside the trust account or from funds released to us upon completion of our initial business combination. Up to $1,500,000 of such loans may be convertible into shares of the post-business combination entity at a price of $10.00 per share at the option of the lender. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor, members of our founding team or any of their affiliates as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. If we do not complete our initial business combination within the required time period because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. Consequently, our public shareholders may only receive an estimated $10.00 per public share, or possibly less, on our redemption of our public shares.

Subsequent to our completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the share price of our securities, which could cause you to lose some or all of your investment.

Even if we conduct due diligence on a partner business with which we combine, this diligence may not surface all material issues with a particular partner business. In addition, factors outside of the partner business and outside of our control may later arise. As a result of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a partner business or by virtue of our obtaining post-combination debt financing. Accordingly, any holders who choose to retain their securities following the business combination could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission.

If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per public share.

Our placing of funds in the trust account may not protect those funds from third party claims against us. Although we seek to have all vendors, service providers (excluding our independent registered public accounting firm), prospective partner businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, such parties may not execute such agreements, or even if they execute such agreements, they may not be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our founders will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if our founding team believes that such third party’s engagement would be significantly more beneficial to us than any alternative.

Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by our founding team to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where our founding team is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we have not consummated an initial business combination within 24 months from the closing of our initial public offering, or upon the exercise of a redemption right in connection with our initial business combination, we are required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per-share redemption amount received by public shareholders could be less than the $10.00 per public share initially held in the trust account, due to claims of such creditors. Pursuant to the letter agreement between us, our officers and directors and our sponsor, our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (excluding our independent registered public accounting firm) for services rendered or products sold to us, or a prospective partner business with which we have discussed entering into a transaction agreement, reduce the amounts in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations, provided that such liability will not apply to any claims by a third party or prospective partner business who executed a waiver of any and all rights to seek access to the trust account nor will it apply to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third party claims.

However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor’s only assets are securities of our company. Our sponsor may not be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective partner businesses.

Since only holders of our founder shares will have the right to vote on the appointment of directors, the NYSE may consider us to be a ‘controlled company’ within the meaning of the NYSE’s rules and, as a result, we may qualify for exemptions from certain corporate governance requirements.

Prior to our initial business combination only holders of our founder shares will have the right to vote on the appointment of directors. As a result, the NYSE may consider us to be a ‘controlled company’ within the meaning of NYSE corporate governance standards. Under these corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group or another company is a ‘controlled company’ and may elect not to comply with certain corporate governance requirements, including the requirements that:

● we have a board that includes a majority of ‘independent directors,’ as defined under the rules of NYSE; ● we have a compensation committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and ● we have a nominating and corporate governance committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.

We have not utilized, and do not intend to utilize, these exemptions and intend to comply with the corporate governance requirements of the NYSE. However, if we determine in the future to utilize some or all of these exemptions, you will not have the same protections afforded to shareholders of companies that are subject to all of the NYSE’s corporate governance requirements.

Our directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public shareholders.

In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per public share and (ii) the actual amount per share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations, and our sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our public shareholders may be reduced below $10.00 per public share.

The securities in which we invest the funds held in the trust account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the per-share redemption amount received by public shareholders may be less than $10.00 per share.

The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. While short-term U.S. government treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event that we do not to complete our initial business combination or make certain amendments to our amended and restated memorandum and articles of association, our public shareholders are entitled to receive their pro rata share of the proceeds held in the trust account, plus any interest income, net of taxes paid or payable (less, in the case we are unable to complete our initial business combination, $100,000 of interest). Negative interest rates could reduce the value of the assets held in trust such that the per-share redemption amount received by public shareholders may be less than $10.00 per share.

If, after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages.

If, after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by our shareholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors.

If, before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

If, before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.

If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:

● restrictions on the nature of our investments; and ● restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial business combination.

In addition, we may have imposed upon us burdensome requirements, including:

● registration as an investment company with the SEC; ● adoption of a specific form of corporate structure; and ● reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject to.

In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business will be to identify and complete a business combination and thereafter to operate the post-business combination business or assets for the long term. We do not plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.

We do not believe that our anticipated principal activities will subject us to the Investment Company Act. To this end, the proceeds held in the trust account may only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company Act. The trust account is intended as a holding place for funds pending the earliest to occur of either: (i) the completion of our initial business combination; (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity, and (iii) the redemption of our public shares if we have not consummated an initial business within 24 months from the closing of our initial public offering, subject to applicable law and as further described herein. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete a business combination. If we do not complete our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account.

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations.

We are subject to laws and regulations enacted by national, regional and local governments. In particular, we are required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination, and results of operations.

Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.

If we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby exposing themselves and our company to claims, by paying public shareholders from the trust account prior to addressing the claims of creditors. Claims may be brought against us for these reasons. We and our directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offense and may be liable for a fine of $18,293 and imprisonment for five years in the Cayman Islands.

We may not hold an annual general meeting until after the consummation of our initial business combination.

In accordance with the NYSE’s corporate governance requirements and our amended and restated memorandum and articles of association, we are not required to hold an annual general meeting until no later than one year after our first fiscal year end following our listing on the NYSE. As an exempted company, there is no requirement under the Companies Law for us to hold annual or extraordinary general meetings to appoint directors. Until we hold an annual general meeting, public shareholders may not be afforded the opportunity to discuss company affairs with our founding team (and until our initial business combination, public shareholders will have no ability to vote on the election of directors). Our board of directors is divided into three classes with only one class of directors being appointed in each year and each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term.

Holders of Class A ordinary shares will not be entitled to vote on any appointment of directors we hold prior to the completion of our initial business combination.

Prior to the completion of our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. Accordingly, you may not have any say in the management of our company prior to the consummation of an initial business combination.

Because we are neither limited to evaluating a partner business in a particular industry sector nor have we selected any specific partner businesses with which to pursue our initial business combination, you are unable to ascertain the merits or risks of any particular partner business’s operations.

We may pursue business combination opportunities in any sector, except that we are not, under our amended and restated memorandum and articles of association, permitted to effectuate our initial business combination solely with another blank check company or similar company with nominal operations. To the extent we complete our initial business combination, we may be affected by numerous risks inherent in the business operations with which we combine. For example, if we combine with a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or a development stage entity. Although our officers and directors will endeavor to evaluate the risks inherent in a particular partner business, we may not properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a partner business. An investment in our securities may not ultimately prove to be more favorable than a direct investment, if such opportunity were available, in a business combination partner. Accordingly, any holders who choose to retain their securities following our initial business combination could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission.

We may seek acquisition opportunities in industries or sectors which may or may not be outside of our founders’ area of expertise.

We will consider a business combination outside of our founders’ area of expertise if a business combination partner is presented to us and we determine that such candidate offers an attractive acquisition opportunity for our company. Although our founding team endeavor to evaluate the risks inherent in any particular business combination partner, we may not adequately ascertain or assess all of the significant risk factors. We also cannot assure you that an investment in our securities will not ultimately prove to be less favorable than a direct investment, if an opportunity were available, in a business combination partner. In the event we elect to pursue an acquisition outside of the areas of our founders’ expertise, our founders’ expertise may not be directly applicable to its evaluation or operation, and the information contained in this report regarding the areas of our founders’ expertise would not be relevant to an understanding of the business that we elect to acquire. As a result, our founding team may not be able to adequately ascertain or assess all of the significant risk factors. Accordingly, any holders who choose to retain their securities following our initial business combination could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission.

Although we have identified general criteria that we believe are important in evaluating prospective partner businesses, we may enter into our initial business combination with a partner that does not meet such criteria, and as a result, the partner business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria.

Although we have identified general criteria for evaluating prospective partner businesses, it is possible that a partner business with which we enter into our initial business combination will not have all of these positive attributes. If we complete our initial business combination with a partner that does not meet some or all of these criteria, such combination may not be as successful as a combination with a business that does meet all of our general criteria. In addition, if we announce a prospective business combination with a partner that does not meet our general criteria, a greater number of shareholders may exercise their redemption rights, which may make it difficult for us to meet any closing condition with a partner business that requires us to have a minimum net worth or a certain amount of cash. In addition, if shareholder approval of the transaction is required by applicable law or stock exchange rule, or we decide to obtain shareholder approval for business or other reasons, it may be more difficult for us to attain shareholder approval of our initial business combination if the partner business does not meet our general criteria. If we do not complete our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account.

We are not required to obtain an opinion from an independent accounting or investment banking firm, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our shareholders from a financial point of view.

Unless we complete our initial business combination with an affiliated entity, we are not required to obtain an opinion from an independent accounting firm or independent investment banking firm which is a member of FINRA that the price we are paying is fair to our shareholders from a financial point of view. If no opinion is obtained, our shareholders will be relying on the judgment of our board of directors, who will determine fair market value based on standards generally accepted by the financial community. Such standards used will be disclosed in our proxy solicitation or tender offer materials, as applicable, related to our initial business combination.

We may issue additional Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares upon the conversion of the founder shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions contained in our amended and restated memorandum and articles of association. Any such issuances would dilute the interest of our shareholders and likely present other risks.

Our amended and restated memorandum and articles of association authorize the issuance of up to 400,000,000 Class A ordinary shares, par value $0.0001 per share, 10,000,000 Class B ordinary shares, par value $0.0001 per share, and 1,000,000 preference shares, par value $0.0001 per share. As of March [●], 2023, there were 378,562,500 and 4,640,625 authorized but unissued Class A ordinary shares and Class B ordinary shares, respectively, available for issuance which amount excludes shares reserved for issuance upon conversion of the Class B ordinary shares, if any. The Class B ordinary shares are automatically convertible into Class A ordinary shares at the time of our initial business combination as described herein and in our amended and restated memorandum and articles of association. There are no preference shares issued and outstanding.

We may issue a substantial number of additional Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares upon conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions as set forth herein. However, our amended and restated memorandum and articles of association provides, among other things, that prior to the completion of our initial business combination, we may not issue additional shares that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial business combination or on any other proposal presented to shareholders prior to or in connection with the completion of an initial business combination. These provisions of our amended and restated memorandum and articles of association, like all provisions of our amended and restated memorandum and articles of association, may be amended with a shareholder vote. The issuance of additional ordinary or preference shares:

● may significantly dilute the equity interest of our shareholders, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares; ● may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares; ● could cause a change in control if a substantial number of our Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; ● may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; and ● may adversely affect prevailing market prices for our Class A ordinary shares.

Our initial shareholders may receive additional Class A ordinary shares if we issue shares to consummate an initial business combination.

The founder shares will automatically convert into Class A ordinary shares immediately following the consummation of our initial business combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of our initial public offering, plus (ii) the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial business combination and any private placement shares issued to our sponsor, members of our founding team or any of their affiliates upon conversion of working capital loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one to one.

Resources could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we do not complete our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account.

We anticipate that the investigation of each specific partner business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys and others. If we decide not to complete a specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific partner business, we may fail to complete our initial business combination for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we do not complete our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account.

We may be a passive foreign investment company, or “PFIC,” which could result in adverse U.S. federal income tax consequences to U.S. investors.

If we are a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder (as defined in the section of this report captioned “Taxation-United States Federal Income Tax Considerations-U.S. Holders”) of our Class A ordinary shares, the U.S. Holder may be subject to adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. Our PFIC status for our current and subsequent taxable years may depend on whether we qualify for the PFIC start-up exception. Depending on the particular circumstances, the application of the start-up exception may be subject to uncertainty, and there cannot be any assurance that we will qualify for the start-up exception. Accordingly, there can be no assurances with respect to our status as a PFIC for our current taxable year or any subsequent taxable year. Moreover, our actual PFIC status for any taxable year will not be determinable until after the end of such taxable year. If we determine we are a PFIC for any taxable year, upon written request, we will endeavor to provide to a U.S. Holder such information as the Internal Revenue Service (“IRS”) may require, including a PFIC annual information statement, in order to enable the U.S. Holder to make and maintain a “qualified electing fund” election, but there can be no assurance that we will timely provide such required information. We urge U.S. investors to consult their tax advisors regarding the possible application of the PFIC rules.

We may reincorporate in another jurisdiction in connection with our initial business combination and such reincorporation may result in taxes imposed on shareholders.

We may, in connection with our initial business combination and subject to requisite shareholder approval under the Companies Law, reincorporate in the jurisdiction in which the partner company or business is located or in another jurisdiction. The transaction may require a shareholder to recognize taxable income in the jurisdiction in which the shareholder is a tax resident or in which its members are resident if it is a tax transparent entity. We do not intend to make any cash distributions to shareholders to pay such taxes. Shareholders may be subject to withholding taxes or other taxes with respect to their ownership of us after the reincorporation.

After our initial business combination, it is possible that a majority of our directors and officers will live outside the United States and all of our assets will be located outside the United States; therefore investors may not be able to enforce federal securities laws or their other legal rights.

It is possible that after our initial business combination, a majority of our directors and officers will reside outside of the United States and all of our assets will be located outside of the United States. As a result, it may be difficult, or in some cases not possible, for investors in the United States to enforce their legal rights, to effect service of process upon all of our directors or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties on our directors and officers under United States laws.

In particular, there is uncertainty as to whether the courts of the Cayman Islands or any other applicable jurisdictions would recognize and enforce judgments of U.S. courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States or entertain original actions brought in the Cayman Islands or any other applicable jurisdiction’s courts against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

We are dependent upon our executive officers and directors and their loss could adversely affect our ability to operate.

Our operations are dependent upon a relatively small group of individuals and, in particular, our executive officers and directors. We believe that our success depends on the continued service of our officers and directors, at least until we have completed our initial business combination. In addition, our executive officers and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating their time among various business activities, including identifying potential business combinations and monitoring the related due diligence. We do not have an employment agreement with, or key-man insurance on the life of, any of our directors or executive officers. The unexpected loss of the services of one or more of our directors or executive officers could have a detrimental effect on us.

Our ability to successfully effect our initial business combination and to be successful thereafter will be totally dependent upon the efforts of our key personnel, some of whom may join us following our initial business combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.

Our ability to successfully effect our initial business combination is dependent upon the efforts of our key personnel. The role of our key personnel in the partner business, however, cannot presently be ascertained. Although some of our key personnel may remain with the partner business in senior management or advisory positions following our initial business combination, it is likely that some or all of the management of the partner business will remain in place. While we intend to closely scrutinize any individuals we engage after our initial business combination, we cannot assure you that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements.

Our key personnel may negotiate employment or consulting agreements with a partner business in connection with a particular business combination, and a particular business combination may be conditioned on the retention or resignation of such key personnel. These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous.

Our key personnel may be able to remain with our company after the completion of our initial business combination only if they are able to negotiate employment or consulting agreements in connection with the business combination. Such negotiations would take place simultaneously with the negotiation of the business combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would render to us after the completion of the business combination. Such negotiations also could make such key personnel’s retention or resignation a condition to any such agreement. The personal and financial interests of such individuals may influence their motivation in identifying and selecting a partner business. In addition, pursuant to an agreement to be entered into on or prior to the closing of our initial public offering, our sponsor, upon and following consummation of an initial business combination, will be entitled to nominate three individuals for election to our board of directors, as long as the sponsor holds any securities covered by the registration and shareholder rights agreement, which is described under the section of this report entitled “Description of Securities-Registration and Shareholder Rights.”

We may have a limited ability to assess the management of a prospective partner business and, as a result, may affect our initial business combination with a partner business whose management may not have the skills, qualifications or abilities to manage a public company.

When evaluating the desirability of effecting our initial business combination with a prospective partner business, our ability to assess the partner business’s management may be limited due to a lack of time, resources or information. Our assessment of the capabilities of the partner business’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the partner business’s management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability of the post-combination business may be negatively impacted. Accordingly, any holders who choose to retain their securities following our initial business combination could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy for such reduction in value.

The officers and directors of an acquisition candidate may resign upon completion of our initial business combination. The loss of a business combination partner’s key personnel could negatively impact the operations and profitability of our post-combination business.

The role of an acquisition candidate’s key personnel upon the completion of our initial business combination cannot be ascertained at this time. Although we contemplate that certain members of an acquisition candidate’s management team will remain associated with the acquisition candidate following our initial business combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place.

Our executive officers and directors allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination.

Our executive officers and directors are not required to, and do not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our executive officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per week to our affairs. Our independent directors also serve as officers and board members for other entities. If our executive officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact on our ability to complete our initial business combination.

Our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities, including another blank check company, and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

Until we consummate our initial business combination, we intend to engage in the business of identifying and combining with one or more businesses. Each of our officers and directors presently has, and any of them in the future may have, additional fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential partner business may be presented to another entity prior to its presentation to us.

In addition, our founders and our directors and officers expect in the future to become affiliated with other public blank check companies that may have acquisition objectives that are similar to ours. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential partner business may be presented to such other blank check companies, prior to its presentation to us. Our amended and restated memorandum and articles of association will provide that, to the maximum extent permitted by law, we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any business combination opportunity which may be a corporate opportunity for both us and another relevant entity, or such entities have invested, about which any of our officers or directors acquires knowledge and we will waive any claim or cause of action we may have in respect thereof. In addition our amended and restated articles of association will contain provisions to exculpate and indemnify, to the maximum extent permitted by law, such persons in respect of any liability, obligation or duty to the Company that may arise as a consequence of such persons becoming aware of any business opportunity or failing to present such business opportunity.

Our executive officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.

We have not adopted a policy that expressly prohibits our directors, executive officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In fact, we may enter into a business combination with a partner business that is affiliated with our sponsor, our directors or executive officers, although we do not intend to do so. Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours.

The personal and financial interests of our directors and officers may influence their motivation in timely identifying and selecting a partner business and completing a business combination. Consequently, our directors’ and officers’ discretion in identifying and selecting a suitable partner business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our best interests. If this were the case, and the directors fail to act in accordance with their fiduciary duties to us as a matter of Cayman Islands law, we may have a claim against such individuals. However, we might not ultimately be successful in any claim we may make against them for such reason.

We may engage in a business combination with one or more partner businesses that have relationships with entities that may be affiliated with our sponsor, executive officers, directors or initial shareholders which may raise potential conflicts of interest.

In light of the involvement of our sponsor, executive officers and directors with other entities, we may decide to acquire one or more businesses affiliated with our sponsor, executive officers, directors or initial shareholders. Our directors also serve as officers and board members for other entities. Our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Such entities may compete with us for business combination opportunities. Our sponsor, officers and directors are not currently aware of any specific opportunities for us to complete our initial business combination with any entities with which they are affiliated, and there have been no substantive discussions concerning a business combination with any such entity or entities. Although we are not specifically focusing on, or pursuing, any transaction with any affiliated entities, we will pursue such a transaction if we determine that such affiliated entity meets our criteria for a business combination and such transaction is approved by a majority of our independent and disinterested directors. Despite our agreement to obtain an opinion from an independent investment banking firm which is a member of FINRA or an independent valuation or accounting firm regarding the fairness to our company from a financial point of view of a business combination with one or more domestic or international businesses affiliated with our sponsor, executive officers, directors or initial shareholders, potential conflicts of interest still may exist and, as a result, the terms of the business combination may not be as advantageous to our public shareholders as they would be absent any conflicts of interest.

We may issue notes or other debt, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us.

Although we have no commitments as of the date of this report to issue any notes or other debt, or to otherwise incur debt following our initial public offering, we may choose to incur substantial debt to complete our initial business combination. We and our officers have agreed that we will not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the trust account. As such, no issuance of debt will affect the per share amount available for redemption from the trust account.

Nevertheless, the incurrence of debt could have a variety of negative effects, including:

● default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; ● acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; ● our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;

● our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding; ● our inability to pay dividends on our Class A ordinary shares; ● using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; ● limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; ● increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and ● limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

We may only be able to complete one business combination with the net proceeds of our initial public offering and the sale of the private placement shares, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability.

Of the net proceeds from our initial public offering and the sale of the private placement shares, inclusive of the over-allotment option, $214,375,000 was available to complete our initial business combination (exclusive of funds held outside the trust account to meet our expected working capital requirements and after the payment of the expenses of our initial public offering and before the payment of $7,503,125 of deferred underwriting fees).

We may effectuate our initial business combination with a single partner business or multiple partner businesses simultaneously or within a short period of time. However, we may not be able to effectuate our initial business combination with more than one partner business because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating results and the financial condition of several partner businesses as if they had been operated on a combined basis. By completing our initial business combination with only a single entity, our lack of diversification may subject us to numerous economic, competitive and regulatory developments. Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success may be:

● solely dependent upon the performance of a single business, property or asset; or ● dependent upon the development or market acceptance of a single or limited number of products, processes or services.

We may attempt to simultaneously complete business combinations with multiple prospective partners, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.

If we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay our ability, to complete our initial business combination. With multiple business combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business. If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations.

We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all.

In pursuing our acquisition strategy, we may seek to effectuate our initial business combination with a privately held company. Very little public information generally exists about private companies, and we could be required to make our decision on whether to pursue a potential initial business combination on the basis of limited information, which may result in a business combination with a company that is not as profitable as we suspected, if at all.

Our founding team may not be able to maintain control of a partner business after our initial business combination. Upon the loss of control of a partner business, new management may not possess the skills, qualifications or abilities necessary to profitably operate such business.

We may structure our initial business combination so that the post-business combination company in which our public shareholders own shares will own less than 100% of the equity interests or assets of a partner business, but we will only complete such business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the partner or otherwise acquires a controlling interest in the partner business sufficient for us not to be required to register as an investment company under the Investment Company Act. We will not consider any transaction that does not meet such criteria. Even if the post-business combination company owns 50% or more of the voting securities of the partner, our shareholders prior to the completion of our initial business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the partner and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new Class A ordinary shares in exchange for all of the outstanding capital stock, shares or other equity interests of a partner. In this case, we would acquire a 100% interest in the partner. However, as a result of the issuance of a substantial number of new Class A ordinary shares, our shareholders immediately prior to such transaction could own less than a majority of our issued and outstanding Class A ordinary shares subsequent to such transaction. In addition, other minority shareholders may subsequently combine their holdings resulting in a single person or group obtaining a larger share of the company’s shares than we initially acquired. Accordingly, this may make it more likely that our founding team will not be able to maintain control of the partner business.

We may seek business combination opportunities with a high degree of complexity that require significant operational improvements, which could delay or prevent us from achieving our desired results.

We may seek business combination opportunities with large, highly complex companies that we believe would benefit from operational improvements. While we intend to implement such improvements, to the extent that our efforts are delayed or we are unable to achieve the desired improvements, the business combination may not be as successful as we anticipate.

To the extent we complete our initial business combination with a large complex business or entity with a complex operating structure, we may also be affected by numerous risks inherent in the operations of the business with which we combine, which could delay or prevent us from implementing our strategy. Although our founding team will endeavor to evaluate the risks inherent in a particular partner business and its operations, we may not be able to properly ascertain or assess all of the significant risk factors until we complete our business combination. If we are not able to achieve our desired operational improvements, or the improvements take longer to implement than anticipated, we may not achieve the gains that we anticipate. Furthermore, some of these risks and complexities may be outside of our control and leave us with no ability to control or reduce the chances that those risks and complexities will adversely impact a partner business. Such combination may not be as successful as a combination with a smaller, less complex organization.

We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete our initial business combination with which a substantial majority of our shareholders do not agree.

Our amended and restated memorandum and articles of association does not provide a specified maximum redemption threshold, except that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5.0 million (so that we do not then become subject to the SEC’s “penny stock” rules). As a result, we may be able to complete our initial business combination even though a substantial majority of our public shareholders do not agree with the transaction and have redeemed their shares or, if we seek shareholder approval of our initial business combination and do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our sponsor, officers, directors, advisors or any of their affiliates. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, all Class A ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.

In order to effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions of their charters and other governing instruments. We may seek to amend our amended and restated memorandum and articles of association or governing instruments in a manner that will make it easier for us to complete our initial business combination that our shareholders may not support.

In order to effectuate a business combination, blank check companies have, in the recent past, amended various provisions of their charters and governing instruments. For example, blank check companies have amended the definition of business combination, increased redemption thresholds and extended the time to consummate a business combination. Amending our amended and restated memorandum and articles of association will require at least a special resolution of our shareholders as a matter of Cayman Islands law, meaning the approval of holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting of the company. In addition, our amended and restated memorandum and articles of association will require us to provide our public shareholders with the opportunity to redeem their public shares for cash if we propose an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity. To the extent any of such amendments would be deemed to fundamentally change the nature of any of the securities offered in our initial public offering, we would register, or seek an exemption from registration for, the affected securities.

The provisions of our amended and restated memorandum and articles of association that relate to our pre-business combination activity (and corresponding provisions of the agreement governing the release of funds from our trust account) may be amended with the approval of a special resolution which requires the approval of the holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting of the company. We may be able to amend our amended and restated memorandum and articles of association to facilitate the completion of an initial business combination that some of our shareholders may not support.

Our amended and restated memorandum and articles of association provides that any of its provisions related to pre-business combination activity (including the requirement to deposit proceeds of our initial public offering and the sale of the private placement shares into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public shareholders as described herein) may be amended if approved by special resolution, meaning holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting of the company, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of at least 65% of our ordinary shares; provided that the provisions of our amended and restated memorandum and articles of association governing the appointment or removal of directors prior to our initial business combination may only be amended by a special resolution passed by holders representing at least two-thirds of our issued and outstanding Class B ordinary shares. Our initial shareholders, and their permitted transferees, if any, who collectively beneficially owned 20% of our Class B ordinary shares upon the closing of our initial public offering, will participate in any vote to amend our amended and restated memorandum and articles of association and/or trust agreement and will have the discretion to vote in any manner they choose. As a result, we may be able to amend the provisions of our amended and restated memorandum and articles of association which govern our pre-business combination behavior, and this may increase our ability to complete a business combination with which you do not agree. Our shareholders may pursue remedies against us for any breach of our amended and restated memorandum and articles of association.

Our sponsor, executive officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity; unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares. Our shareholders are not parties to, or third-party beneficiaries of, this agreement and, as a result, will not have the ability to pursue remedies against our sponsor, executive officers or directors for any breach of this agreement. As a result, in the event of a breach, our shareholders would need to pursue a shareholder derivative action, subject to applicable law.

Our letter agreement with our sponsor, officers and directors may be amended without shareholder approval.

Our letter agreement with our sponsor, officers and directors contain provisions relating to transfer restrictions of our founder shares and private placement shares, indemnification of the trust account, waiver of redemption rights and participation in liquidating distributions from the trust account. The letter agreement may be amended without shareholder approval (although releasing the parties from the restriction not to transfer the founder shares for 180 days following the date of our initial public offering will require the prior written consent of the underwriters). While we do not expect our board to approve any amendment to the letter agreement prior to our initial business combination, it may be possible that our board, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to the letter agreement. Any such amendments to the letter agreement would not require approval from our shareholders and may have an adverse effect on the value of an investment in our securities.

We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a partner business, which could compel us to restructure or abandon a particular business combination. If we are unable to complete our initial business combination, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account.

Although we believe that the net proceeds of our initial public offering and the sale of the private placement shares are sufficient to allow us to complete our initial business combination, because we have not yet selected any prospective partner business we cannot ascertain the capital requirements for any particular transaction. If the net proceeds of our initial public offering and the sale of the private placement shares prove to be insufficient, either because of the size of our initial business combination, the depletion of the available net proceeds in search of a partner business, the obligation to redeem for cash a significant number of shares from shareholders who elect redemption in connection with our initial business combination or the terms of negotiated transactions to purchase shares in connection with our initial business combination, we may be required to seek additional financing or to abandon the proposed business combination. Such financing may not be available on acceptable terms, if at all. The current economic environment may make difficult for companies to obtain acquisition financing. To the extent that additional financing proves to be unavailable when needed to complete our initial business combination, we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative partner business candidate. If we do not complete our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account. In addition, even if we do not need additional financing to complete our initial business combination, we may require such financing to fund the operations or growth of the partner business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the partner business. None of our officers, directors or shareholders is required to provide any financing to us in connection with or after our initial business combination.

Our initial shareholders control a substantial interest in us and thus may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support.

Our initial shareholders own, on an as-converted basis, 21.8% of our issued and outstanding ordinary shares. Accordingly, they may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support, including amendments to our amended and restated memorandum and articles of association. If our initial shareholders purchase additional Class A ordinary shares in the aftermarket or in privately negotiated transactions, this would increase their control. Neither our sponsor nor, to our knowledge, any of our officers or directors, have any current intention to purchase additional securities, other than as disclosed in this report. Factors that would be considered in making such additional purchases would include consideration of the current trading price of our Class A ordinary shares. In addition, our board of directors, whose members were elected by our sponsor, is divided into three classes, each of which serves for a term of three years with only one class of directors being elected in each year. We may not hold an annual general meeting to appoint new directors prior to the completion of our initial business combination, in which case all of the current directors will continue in office until at least the completion of the business combination. If there is an annual general meeting, as a consequence of our “staggered” board of directors, only a minority of the board of directors will be considered for election and our sponsor, because of its ownership position, will control the outcome, as only holders of our Class B ordinary shares will have the right to vote on the election of directors and to remove directors prior to our initial business combination. Accordingly, our sponsor will continue to exert control at least until the completion of our initial business combination. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor.

Because we must furnish our shareholders with partner business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective partner businesses.

The federal proxy rules require that a proxy statement with respect to a vote on our proposed business combination include historical and/or pro forma financial statement disclosure. We will include the same financial statement disclosure in connection with our tender offer documents, whether or not they are required under the tender offer rules. These financial statements may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United States of America, or GAAP, or international financial reporting standards as issued by the International Accounting Standards Board, or IFRS, depending on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States), or PCAOB. These financial statement requirements may limit the pool of potential partner businesses we may acquire because some partners may be unable to provide such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within 24 months from the closing of our initial public offering.

We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to “emerging growth companies” or “smaller reporting companies,” this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, our shareholders may not have access to certain information they may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our Class A ordinary shares held by non-affiliates exceeds $700 million as of any June 30 before that time, in which case we would no longer be an emerging growth company as of the following December 31. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates is equal to or exceeds $250 million as of the prior June 30, and (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates is equal to or exceeds $700 million as of the prior June 30. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate a business combination, require substantial financial and management resources, and increase the time and costs of completing an acquisition.

Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the year ending December 31, 2022. Only in the event we are deemed to be a large accelerated filer or an accelerated filer and no longer qualify as an emerging growth company, will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a partner business with which we seek to complete our initial business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.

Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited.

We are an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon our directors or executive officers, or enforce judgments obtained in the United States courts against our directors or officers.

Our corporate affairs and the rights of shareholders are governed by our amended and restated memorandum and articles of association, the Companies Act (as the same may be supplemented or amended from time to time) and the common law of the Cayman Islands. We are also subject to the federal securities laws of the United States. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a Federal court of the United States.

Shareholders of Cayman Islands exempted companies like the Company have no general rights under Cayman Islands law to inspect corporate records or to obtain copies of the register of members of these companies. Our directors have discretion under our amended and restated memorandum and articles of association to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

We have been advised by our Cayman Islands legal counsel that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by our founding team, members of the board of directors or controlling shareholders than they would as public shareholders of a United States company.

Provisions in our amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A ordinary shares and could entrench our founding team.

Our amended and restated memorandum and articles of association will contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests. These provisions will include a staggered board of directors, the ability of the board of directors to designate the terms of and issue new series of preference shares, and the fact that prior to the completion of our initial business combination only holders of our Class B ordinary shares, which have been issued to our sponsor, are entitled to vote on the appointment of directors, which may make more difficult the removal of our founding team and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.

We depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of third parties with which we may deal. Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data. As an early stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences. We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of them, could have adverse consequences on our business and lead to financial loss.

Risks associated with acquiring and operating a business in foreign countries

If we pursue a partner company with operations or opportunities outside of the United States for our initial business combination, we may face additional burdens in connection with investigating, agreeing to and completing such initial business combination, and if we effect such initial business combination, we would be subject to a variety of additional risks that may negatively impact our operations.

If we pursue a partner a company with operations or opportunities outside of the United States for our initial business combination, we would be subject to risks associated with cross-border business combinations, including in connection with investigating, agreeing to and completing our initial business combination, conducting due diligence in a foreign jurisdiction, having such transaction approved by any local governments, regulators or agencies and changes in the purchase price based on fluctuations in foreign exchange rates.

If we effect our initial business combination with such a company, we would be subject to any special considerations or risks associated with companies operating in an international setting, including any of the following:

● costs and difficulties inherent in managing cross-border business operations; ● rules and regulations regarding currency redemption; ● complex corporate withholding taxes; ● laws governing the manner in which future business combinations may be effected; ● exchange listing and/or delisting requirements; ● tariffs and trade barriers; ● regulations related to customs and import/export matters; ● local or regional economic policies and market conditions; ● unexpected changes in regulatory requirements; ● longer payment cycles; ● tax issues, such as tax law changes and variations in tax laws as compared to United States tax laws; ● currency fluctuations and exchange controls; ● rates of inflation; ● challenges in collecting accounts receivable; ● cultural and language differences; ● employment regulations; ● underdeveloped or unpredictable legal or regulatory systems;

● corruption; ● protection of intellectual property; ● social unrest, crime, strikes, riots and civil disturbances; ● regime changes and political upheaval; ● terrorist attacks, natural disasters and wars; and ● deterioration of political relations with the United States.

We may not be able to adequately address these additional risks. If we were unable to do so, we may be unable to complete such initial business combination, or, if we complete such combination, our operations might suffer, either of which may adversely impact our business, financial condition and results of operations.

If our founding team following our initial business combination is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws, which could lead to various regulatory issues.

Following our initial business combination, our founding team may resign from their positions as officers or directors of the company and the management of the partner business at the time of the business combination will remain in place. Management of the partner business may not be familiar with United States securities laws. If new management is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws. This could be expensive and time consuming and could lead to various regulatory issues which may adversely affect our operations.

After our initial business combination, substantially all of our assets may be located in a foreign country and substantially all of our revenue may be derived from our operations in such country. Accordingly, our results of operations and prospects will be subject, to a significant extent, to the economic, political and social conditions and government policies, developments and conditions in the country in which we operate.

The economic, political and social conditions, as well as government policies, of the country in which our operations are located could affect our business. Economic growth could be uneven, both geographically and among various sectors of the economy and such growth may not be sustained in the future. If in the future such country’s economy experiences a downturn or grows at a slower rate than expected, there may be less demand for spending in certain industries. A decrease in demand for spending in certain industries could materially and adversely affect our ability to find an attractive partner business with which to consummate our initial business combination and if we effect our initial business combination, the ability of that partner business to become profitable.

Exchange rate fluctuations and currency policies may cause a partner business’ ability to succeed in the international markets to be diminished.

In the event we acquire a non-U.S. partner, all revenues and income would likely be received in a foreign currency, and the dollar equivalent of our net assets and distributions, if any, could be adversely affected by reductions in the value of the local currency. The value of the currencies in our target regions fluctuate and are affected by, among other things, changes in political and economic conditions. Any change in the relative value of such currency against our reporting currency may affect the attractiveness of any partner business or, following consummation of our initial business combination, our financial condition and results of operations. Additionally, if a currency appreciates in value against the dollar prior to the consummation of our initial business combination, the cost of a partner business as measured in dollars will increase, which may make it less likely that we are able to consummate such transaction.

We may reincorporate in another jurisdiction in connection with our initial business combination, and the laws of such jurisdiction may govern some or all of our future material agreements and we may not be able to enforce our legal rights.

In connection with our initial business combination, we may relocate the home jurisdiction of our business from the Cayman Islands to another jurisdiction. If we determine to do this, the laws of such jurisdiction may govern some or all of our future material agreements. The system of laws and the enforcement of existing laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States. The inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities or capital.

We are subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased both our costs and the risk of non-compliance.

We are subject to rules and regulations by various governing bodies, including, for example, the SEC, which are charged with the protection of investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable law. Our efforts to comply with new and changing laws and regulations have resulted in and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention from seeking a business combination partner. Moreover, because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance practices. If we fail to address and comply with these regulations and any subsequent changes, we may be subject to penalty and our business may be harmed.

Item 1B.

Unresolved Staff Comments

None.

Item 1C.

Cybersecurity

We are a special purpose acquisition company with no business operations. Since our IPO, our sole business activity has been identifying and evaluating suitable acquisition transaction candidates. Therefore, we do not consider that we face significant cybersecurity risk and have not adopted any cybersecurity risk management program or formal processes for assessing cybersecurity risk. Our board of directors is generally responsible for the oversight of risks from cybersecurity threats, if any. We have not encountered any cybersecurity incidents since our IPO.

Item 2.

Properties

We maintain our principal executive offices at ~~900~~195 ~~Kearny~~US ~~Street~~HWY 50, Suite ~~610~~208, ~~San~~Zephyr ~~Francisco~~Cove, ~~California~~NV ~~94133~~89448. We consider our current office space adequate for our current operations.

Item 3.

Legal Proceedings

To the knowledge of our management, there is no litigation currently pending or contemplated against us, any of our officers or directors in their capacity as such or against any of our property.

Item 4.

Mine Safety Disclosures

Not applicable.

4926

PART II

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

(a)

Market Information

Our Class A ~~ordinary~~Ordinary ~~shares~~Shares are traded on the NYSE under the symbol “TWOA,” and commenced public trading on April 1, 2021.

(b)

Holders

On ~~March~~February 2113, ~~2022~~2024, there ~~were~~was ~~two~~1 ~~holders~~holder of record of our Class A ~~ordinary~~Ordinary ~~shares~~Shares and ~~five~~ 13 holders of record of our Class B Ordinary ~~ordinary shares~~Shares.

(c)

Dividends

We have not paid any cash dividends on our ~~ordinary~~Ordinary ~~shares~~Shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors at such time, and we will only pay such dividend out of our profits or share premium (subject to solvency requirements) as permitted under Cayman Islands law. If we incur any indebtedness in connection with a business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

(d)

Securities Authorized for Issuance Under Equity Compensation Plans

None.

(e)

Performance Graph

Not applicable.

(f)

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings.

In January 2021, our sponsor, paid $25,000, or approximately $0.004 per share, for 5,750,000 shares of our Class B ordinary shares. Such securities were issued in connection with our organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

Our sponsor, pursuant to a written agreement, purchased 628,750 private placement shares, at a price of $10.00 per share in private placements occurring concurrently with the closing of our initial public offering and the underwriter’s partial exercise of their over-allotment option, for an aggregate purchase price of $6,287,500.

These issuances were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

No underwriting discounts or commissions were paid with respect to such sales.

Use of Proceeds

On April 1, 2021, we consummated our initial public offering of 20,000,000 shares, and on April 13, 2021, issued 1,437,500 shares pursuant to the underwriter’s over-allotment option, in each case at an offering price of $10.00, generating gross proceeds to the Company of $214,375,000. Citigroup acted as sole book running manager in the initial public offering. The securities sold in the initial public offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-253802), which the SEC declared effected on March 29, 2021.

Substantially concurrently with the closing of the initial public offering and with the underwriter’s exercise of its over-allotment option, we consummated private placements to our sponsor of an aggregate of 628,750 private placement shares, at a price of $10.00 per share, generating gross proceeds of $6,287,500. In connection with the initial public offering, we incurred offering costs of approximately $11.1 million (net of a required reimbursement from the underwriter), of which $7.0 million was for deferred underwriting commissions, and in connection with the exercise of the over-allotment option, additional offering costs of approximately $755,000 (net of a required reimbursement from the underwriter), of which approximately $503,000 was for deferred underwriting fees. Other incurred offering costs consisted principally of preparation fees related to the initial public offering. After deducting the underwriting discounts and commissions (excluding the deferred portion, which amount will be payable upon consummation of the initial business combination, if consummated) and the initial public offering expenses, $214,375,000 of the net proceeds from our initial public offering and certain of the proceeds from the private placement of the private placement shares to our sponsor (or $10.00 per unit sold in the initial public offering) was placed in the trust account and is invested as described elsewhere in this Annual Report on Form 10-K.

There has been no material change in the planned use of proceeds from the initial public offering and private placement as is described in our final prospectus related to the initial public offering. For a description of the planned use of the proceeds generated from the initial public offering and private placement, see “Item 1. Business.”

(g) Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

(g)

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

On December 29, 2023, TWOA held the Second Extension Meeting, at which its shareholders approved, among others, a proposal to extend the date TWOA would be required to consummate a business combination from January 1, 2024 to July 1, 2024 (or such earlier date as determined by the TWOA Board). In connection with the Second Extension Meeting, Public Shareholders holding an aggregate of 808,683 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. Following the redemption, there were 4,191,330 Class A Ordinary Shares issued and outstanding and 5,359,375 Class B Ordinary Shares issued and outstanding.

The following table contains monthly information about the repurchases of our equity securities for the three months ended December 31, 2023:

	(a) Total number of shares (or units) purchased		(b) Average price paid per share (or unit)		(c) Total number of shares (or units) purchased as part of publicly announced plans or programs		(d) Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs
October 1 – October 31, 2023		—		—		—		—

November 1 – November 30, 2023		—		—		—		—

December 1 – December 31, 2023		808,683	$	10.64		—		—

Item 6.

[Reserved]

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

~~References to the “Company,” “our,” “us” or “we” refer to two.~~ The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

This ~~Annual~~report ~~Report on Form 10-K~~ includes forward-looking statements within the meaning of Section 27A of the Securities Act ~~of 1933, as amended,~~ and Section 21E of the Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other SEC filings.

Overview

We are a blank check company incorporated as a Cayman Islands exempted company on January 15, 2021. We were formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses ~~(the “Business Combination”)~~. We are an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies.

Our sponsor iswas originally two sponsor, a Cayman Islands exempted limited company, ~~(the~~until ~~“Sponsor”)~~March 31, 2023 and has been HC PropTech Partners III LLC since March 31, 2023. The registration statement for our Initial Public Offering was declared effective March 29, 2021. On April 1, 2021, we consummated our Initial Public Offering of 20,000,000 ~~Class A ordinary shares (the “~~Public Shares”), at an offering price of $10.00 per Public Share, generating gross proceeds of $200.0 million, and incurring offering costs of approximately $11.1 million (net of a required reimbursement from the underwriter), of which $7.0 million was for deferred underwriting commissions ~~(see Note 5)~~. The underwriter was granted a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 3,000,000 additional shares to cover over-allotments, if any, at $10.00 per share. The ~~Underwriter~~underwriter partially exercised the over-allotment option and on April 13, 2021 purchased an additional 1,437,500 Class A ~~ordinary~~Ordinary ~~shares (the “Additional~~ Shares”), generating gross proceeds of approximately $14.4 million ~~(the “Over-Allotment”)~~, and we incurred additional offering costs of approximately $755,000 (net of a required reimbursement from the underwriter), of which approximately $503,000 was for deferred underwriting fees.

51Simultaneously with the closing of the Initial Public Offering, we consummated the Private Placement of 600,000 Private Placement Shares, at a price of $10.00 per Private Placement Share to the Original Sponsor, generating gross proceeds of approximately $6.0 million. Simultaneously with the closing of the Over-Allotment on April 13, 2021, we consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 28,750 Private Placement Shares by the Original Sponsor, generating gross proceeds to the Company of $287,500. On December 30, 2022, the Original Sponsor unconditionally and irrevocably forfeited all 628,750 Private Placement Shares to the Company for no value and the Company cancelled the Private Placement Shares effective as of the same date.

Simultaneously with the closing of the Initial Public Offering, we consummated the private placement (“Private Placement”) of 600,000 Class A ordinary shares (the “Private Placement Shares”), at a price of $10.00 per Private Placement Share to the Sponsor, generating gross proceeds of approximately $6.0 million (see Note 4). Simultaneously with the closing of the Over-Allotment on April 13, 2021, we consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 28,750 Private Placement Shares by the Sponsor, generating gross proceeds to the Company of $287,500. On December 30, 2022, our Sponsor unconditionally and irrevocably forfeited all 628,750 Private Placement Shares to our Company for no value and we cancelled the Private Placement Shares effective as of the same date.

Upon the closing of the Initial Public Offering, the Over-Allotment, and the Private ~~Placements~~Placement, $214.4 million ($10.00 per share) of the ~~net~~ net proceeds of the sale of the Public Shares in the Initial Public Offering and of the Private Placement Shares in the Private Placement were placed in athe ~~trust account (“~~Trust Account”), located in the United States with Continental ~~Stock Transfer & Trust Company~~ acting as trustee, and ~~will~~were ~~invest~~originally ~~only~~invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act ~~of 1940, as amended (the “~~Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligations and later moved to cash demand accounts, until the earlier of: (i) the completion of a ~~Business~~business ~~Combination~~combination and (ii) the distribution of the Trust Account as described below.

Our management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a ~~Business~~business ~~Combination~~combination. There is no assurance that we will be able to complete a ~~Business~~business ~~Combination~~combination successfully. We must complete one or more initial ~~Business~~business ~~Combinations~~combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial ~~Business~~business ~~Combination~~combination. However, we will only complete a ~~Business~~business ~~Combination~~combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

If we are unable to complete a ~~Business~~business ~~Combination~~combination ~~within~~by ~~the~~July ~~Combination~~1, ~~Period~~2024, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish ~~Public~~ Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

~~Liquidity~~On March 31, 2023, we held the First Extension Meeting at which the shareholders approved an amendment to the our Amended and ~~Capital~~Restated ~~Resources~~Memorandum and Articles of Association to extend the date by which we must consummate business combination from April 1, 2023 (the date which was 24 months from the closing date of our Initial Public Offering) to January 1, 2024 (the date which is 33 months from the closing date of the Initial Public Offering).

AsOn ofMarch ~~December~~ 31, ~~2022~~2023, wethe ~~had~~Original ~~approximately~~Sponsor ~~$336~~sold 4,~~000~~854,375 inClass ~~cash~~B ~~and~~Ordinary aShares ~~working~~of ~~deficit~~the ofCompany ~~approximately~~to ~~$187~~the Sponsor,~~000~~ which became our sponsor by assuming the rights and obligations of the Original Sponsor to the Company.

~~Our~~On ~~liquidity~~August ~~needs~~15, ~~to date have been satisfied through $25~~2023,~~000~~ ~~paid~~we byannounced the ~~Sponsor~~execution toof ~~cover~~the ~~certain~~Business ~~expenses~~Combination inAgreement. ~~exchange~~Pursuant ~~for~~to the ~~issuance of~~Business ~~the~~Combination ~~Founder Shares~~Agreement, aPubco will ~~loan~~become ofthe ~~approximately~~parent ~~$81,000~~company ~~from~~of ~~the~~each ~~Sponsor~~of ~~pursuant to~~ the ~~Note~~Company ~~(as defined in Note 4),~~ and ~~the~~LLP ~~proceeds from~~following the consummation of the ~~Private~~Business ~~Placement not held in the Trust Account of $2~~Combination.5 ~~million (net of a required reimbursement from the~~The ~~underwriter).~~Merger WeConsideration ~~repaid~~will ~~the~~be ~~Note~~an inamount ~~full~~equal onto ~~April 5~~$286, ~~2021~~000, ~~and no additional borrowing is available under the Note~~000. InThe ~~addition,~~Merger inConsideration ~~order to~~will ~~finance~~be ~~transaction~~payable ~~costs~~ in ~~connection~~new ~~with~~Pubco aOrdinary ~~Business Combination~~Shares, ~~the Sponsor or an affiliate of the Sponsor, or certain of our~~ ~~officers~~each ~~and~~valued ~~directors~~at ~~may,~~a ~~but~~price ~~are~~per ~~not~~share ~~obligated~~equal to, ~~provide~~ten usU.S. ~~Working~~Dollars ~~Capital Loans~~($10.00). AsThe ofBusiness ~~December~~Combination ~~31,~~Agreement ~~2022~~does ~~and~~not ~~2021,~~provide ~~there~~for ~~were no amounts outstanding under~~ any ~~Working~~purchase price ~~Capital Loan~~adjustments.

52On December 29, 2023, we held the Second Extension Meeting at which the shareholders approved an amendment to our Amended and Restated Memorandum and Articles of Association to extend the date by which we must consummate a business combination from January 1, 2024 (the date which was 33 months from the closing date of our Initial Public Offering) to July 1, 2024 (the date which is 40 months from the closing date of the Initial Public Offering). In connection with the Second Extension Meeting, Public Shareholders holding an aggregate of 808,683 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account.

Our management has determined that we may not have sufficient liquidity to meet our anticipated obligations through the earlier of our consummation of an initial business combination or our liquidation date. Over this time period, we will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.29

In connection with ~~our~~the ~~assessment~~First ofExtension ~~going~~Meeting ~~concern~~and ~~considerations~~the inSecond ~~accordance~~Extension ~~with FASB Accounting Standards Update (“ASU”) 2014-15~~Meeting, ~~“Disclosures~~Public ofShareholders ~~Uncertainties~~holding ~~about~~ an ~~Entity’s~~aggregate ~~Ability~~of ~~to Continue as a Going Concern~~16,~~” our management has~~437,487 ~~determined that the liquidity issue~~ and ~~the~~808,683 ~~mandatory~~Public ~~liquidation~~Shares ~~and~~exercised ~~subsequent~~their ~~dissolution~~right ~~raises~~to ~~substantial~~redeem ~~doubt~~such ~~about~~shares ~~our~~for ~~ability to continue as~~ a ~~going~~pro ~~concern.~~rata Noportion ~~adjustments~~of ~~have been made to~~ the ~~carrying~~funds ~~amounts~~in ~~of assets or liabilities should~~ the ~~Company~~Trust beAccount, ~~required~~respectively. toFollowing ~~liquidate~~the ~~after April 1~~redemptions, ~~2023.~~there ~~The~~were ~~financial~~4,191,330 ~~statements~~Class doA ~~not~~Ordinary ~~include~~Shares ~~any~~issued ~~adjustment~~and ~~that~~outstanding ~~might~~and be5,359,375 ~~necessary~~Class ifB ~~we are unable~~Ordinary toShares ~~continue~~issued asand ~~a going concern~~outstanding. ~~We plan to complete a business combination prior to the mandatory liquidation date.~~

~~Various~~On ~~social~~December ~~and~~29, ~~political~~2023, ~~circumstances~~the inCompany ~~the~~issued ~~United~~a ~~States~~promissory ~~and~~note ~~around~~in the ~~world~~aggregate ~~(including~~principal ~~wars~~amount ~~and~~of ~~other~~up ~~forms~~to ~~of conflict~~$440,090 ~~including~~to ~~rising trade~~the ~~tensions~~Sponsor, ~~between~~pursuant to which the ~~United~~Sponsor ~~States~~agreed ~~and~~to ~~China,~~loan ~~and~~us ~~other~~up ~~uncertainties~~to ~~regarding~~$440,090 ~~actual~~in ~~and~~connection ~~potential~~with ~~shifts~~the inextension ~~the~~of ~~United~~our ~~States and~~termination ~~foreign,~~date ~~trade~~from January 1, ~~economic~~2024 ~~and~~to July ~~other~~2024. ~~policies~~The ~~with~~Company ~~other~~has ~~countries,~~deposited ~~terrorist~~into ~~acts~~our Trust Account $146,697 ~~security~~for ~~operations~~the ~~and~~first ~~catastrophic~~two ~~events~~months ~~such~~(commencing ason ~~fires,~~January ~~floods~~2, ~~earthquakes,~~2024 ~~tornadoes~~through March 1, ~~hurricanes~~2024) and ~~global~~will ~~health~~deposit ~~epidemics)~~$73,348 ~~may~~for ~~also~~each ~~contribute~~of tothe ~~increased~~four ~~market~~subsequent ~~volatility and~~calendar ~~economic~~months ~~uncertainties~~(commencing oron ~~deterioration~~March 2, in2024 ~~the~~and ~~United~~on ~~States~~the ~~and~~2nd ~~worldwide.~~day ~~Specifically,~~of ~~the~~each ~~rising~~subsequent ~~conflict~~month) ~~between~~until ~~Russia~~July ~~and Ukraine~~1, ~~and~~2024, ~~resulting~~or ~~market~~portion ~~volatility~~thereof, ~~could~~that ~~adversely~~is ~~affect~~needed ~~our ability~~ to complete aan ~~business~~initial business combination., Infor ~~response~~up to ~~the~~an ~~conflict between~~aggregate ~~Russia~~of ~~and Ukraine~~$440,090. ~~the~~The ~~United~~note ~~States~~bears no interest and ~~other~~is ~~countries~~repayable ~~have~~in ~~imposed~~full ~~sanctions~~upon orthe ~~other~~earlier ~~restrictive~~of ~~actions~~(a) ~~against~~the ~~Russia.~~date ~~Any~~ of the ~~above~~consummation ~~factors,~~of ~~including~~our ~~sanctions,~~initial ~~export~~business ~~controls~~combination, ~~tariffs, trade wars~~ and ~~other~~(b) ~~governmental~~the ~~actions,~~date ~~could~~of ~~have a material adverse effect on our ability to complete a business combination and~~ the ~~value~~liquidation of the ~~our securities~~Company.

Liquidity and Going Concern

As of December 31, 2023, we had $57,569 in cash and a working capital deficit of $3,073,719.

The Company’s original liquidity needs have been satisfied through $25,000 paid by the Original Sponsor to cover certain expenses in exchange for the issuance of the Founder Shares, a loan of approximately $81,000 from the Original Sponsor pursuant to a promissory note for up to $300,000 (the “Pre-IPO Note”), and the proceeds from the consummation of the Private Placement not held in the Trust Account of $2.5 million (net of a required reimbursement from the underwriter). The Company borrowed approximately $81,000 under the Pre-IPO Note and repaid the Pre-IPO Note in full on April 5, 2021. In addition, in order to finance transaction costs in connection with a business combination, the Original Sponsor, the Sponsor, any of their affiliates, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company with loans for working capital purposes (“Working Capital Loans”). On August 7, 2023, the Company issued a promissory note to the Sponsor in an amount up to $1,500,000 (the “Working Capital Note”), of which approximately $668,000 had previously been advanced by the Sponsor. The Working Capital Note accrues no interest and is payable upon the consummation of the initial business combination or the date of the liquidation of the Company. As of December 31, 2023 and 2022, there were $1,500,000 and $0 advanced by the Sponsor or Original Sponsor under Working Capital Loans or the Working Capital Note, respectively. In addition, as of December 31, 2023 and 2022, there were $241,414 and $0 due to related party advanced by the Sponsor to further support the Company’s working capital needs, respectively. On February 9, 2024, the Company amended and restated the Working Capital Note to increase the principal amount from $1,500,000 to $3,000,000.

In connection with our assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” our management has determined that the liquidity issue and the mandatory liquidation and subsequent dissolution raises substantial doubt about our ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after July 1, 2024. The financial statements do not include any adjustment that might be necessary if we are unable to continue as a going concern. We plan to either complete a business combination prior to the mandatory liquidation date or extend such date.

Various social and political circumstances in the United States and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the United States and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may also contribute to increased market volatility and economic uncertainties or deterioration in the United States and worldwide. This market volatility could adversely affect our ability to complete a business combination. In response to the conflict between nations, the United States and other countries have imposed sanctions or other restrictive actions against certain countries. Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on our ability to complete a business combination and the value of our securities.

Management continues to evaluate the impact of these types of risks on the industry and has concluded that while it is reasonably possible that these types of risks could have a negative effect on our financial position, results of our operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Results of Operations

Our entire activity from inception to December 31, ~~2022,~~2023 was for our formation and ~~the~~operation ~~Initial~~costs ~~Public~~prior ~~Offering,~~ and subsequent to the Initial ~~Public~~ Public Offering, including the search for a target for ~~its~~our initial ~~Business~~business ~~Combination~~combination. We will not be generating any operating revenues until the closing and completion of our initial ~~Business~~business ~~Combination~~combination.

For the year ended December 31, ~~2022~~2023, we had net income of ~~approximately~~ $1~~.5 million~~,272,511, which consisted of ~~approximately~~ $2.9,766,283 ~~million~~ in ~~income from~~general ~~investments~~and ~~held~~administrative expenses and $120,000 in ~~Trust~~administrative ~~Account~~expenses-related party, ~~partially~~ offset by ~~approximately~~ $~~1.2~~4,158,794 ~~million~~ in ~~general~~gain ~~and~~on ~~administrative~~investments ~~expenses~~(net), dividends and ~~$120~~interest,~~000~~ held in ~~administrative~~the ~~expenses-related~~Trust ~~party~~Account.

For the ~~period~~year ~~from~~ended ~~January 15, 2021 (inception) through~~ December 31, ~~2021~~2022, we had a net ~~loss~~income of ~~approximately~~ $~~743~~1,~~000~~497,223, which consisted of ~~approximately~~ $~~688~~1,~~000~~237,924 in general and administrative expenses, and $90120,000 in administrative expenses-related party, ~~partially~~ offset by ~~approximately~~ $362,~~000~~855,147 in ~~income~~gain ~~from~~on investments (net), dividends and interest, held in the Trust Account.

Related Party Transactions

Founder Shares

On January 21, 2021, the Sponsor paid $25,000, or approximately $0.004 per share, to cover expenses in consideration for 5,750,000 Class B ordinary shares, par value $0.0001 (the “Founder Shares”). Up to 750,000 Founder Shares were subject to forfeiture to the extent that the over-allotment option was not exercised in full by the underwriter, so that the Founder Shares would represent 20.0% of our issued and outstanding shares after the Initial Public Offering. On March 8, 2021, the Sponsor transferred 25,000 Founder Shares to each of Michelle Gill, Ryan Petersen and Laura de Petra, and 30,000 Founder Shares to Pierre Lamond. Such shares were not subject to forfeiture in the event the underwriter’s over-allotment was not exercised. The underwriters partially exercised their over-allotment option on April 13, 2021 and on April 19, 2021, the Sponsor surrendered 390,625 Class B ordinary shares for no consideration resulting in 5,359,375 Class B ordinary shares issued and outstanding with no shares subject to forfeiture.

The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Private Placement Shares

Simultaneously with the closing of the Initial Public Offering, we consummated the Private Placement of 600,000 Private Placement Shares, at a price of $10.00 per Private Placement Share to the Sponsor, generating gross proceeds of approximately $6.0 million. A portion of the proceeds from the Private Placement Shares was added to the proceeds from the Initial Public Offering held in the Trust Account. Simultaneously with the closing of the Over-Allotment on April 13, 2021, we consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 28,750 Private Placement Shares by the Sponsor, generating gross proceeds of $287,500.

The Sponsor and our officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Shares until 30 days after the completion of the initial Business Combination. On December 30, 2022, our Sponsor unconditionally and irrevocably forfeited all 628,750 Private Placement Shares to our Company for no value and our Company cancelled the Private Placement Shares effective as of the same date.

Sponsor Loan

On January 21, 2021, the Sponsor agreed to loan us up to $300,000 pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. We borrowed approximately $81,000 under the Note and repaid the Note in full on April 5, 2021. No additional borrowing is available under the Note.

Working Capital Loans

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of our officers and directors may, but are not obligated to, loan us funds as may be required (“Working Capital Loans”). If we complete a Business Combination, we would repay the Working Capital Loans. In the event that a Business Combination does not close, we may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into private placement shares at a price of $10.00 per share. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2022 and 2021, we had no borrowings under the Working Capital Loans.

Contractual Obligations

Registration Rights

The holders of Founder Shares, Private Placement Shares, and Class A ~~ordinary~~Ordinary ~~shares~~Shares that may be issued upon conversion of Working Capital Loans were entitled to registration rights pursuant to athe ~~registration~~Founder ~~rights~~Registration ~~agreement~~Rights ~~signed upon consummation of the Initial Public Offering~~Agreement. These holders were entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, these holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial ~~Business~~business ~~Combination~~combination. We will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriter was entitled to an underwriting discount of $0.20 per share, or $4.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per share, or approximately $7.0 million in the aggregate, ~~will~~was ~~be payable to the underwriter for~~ deferred underwriting commissions~~. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account~~ ~~solely in the event that we complete a Business Combination, subject~~ to the ~~terms of the underwriting agreement~~underwriter.

~~Contingent~~On ~~Fee~~February ~~Arrangement~~14, 2023, the representative of the underwriters waived any rights to receive the deferred underwriting commissions.

OnAdministrative ~~June~~Services 22, 2022, we entered arrangement with Oppenheimer & Co. Inc. (“Oppenheimer”) to obtain financial advisory services and for Oppenheimer to act as the Company’s placement agent in connection with raising capital with a specific target in its search for a Business Combination. Oppenheimer would be entitled to a transaction fee of $7.0 million and a financing fee of 4.0% of the principal balance placed, subject to a minimum fee of $2.0 million (“Arrangement”). Per the Arrangement, fees for these services are contingent upon the closing of a Business Combination and consummation of the financing and therefore they not included as liabilities on the accompanying balance sheets. Under the arrangement, the Company will also reimburse Oppenheimer for reasonable expenses. As of December 31, 2022, no expenses have been incurred.Agreement

On March 29, 2021, we entered into an administrative services agreement (the “Administrative Services Agreement”) with ~~Support~~the Original Sponsor, pursuant to which, commencing on the date our securities were first listed on the New York Stock Exchange, we agreed to pay the Original Sponsor a total of $10,000 per month for office space, secretarial and administrative services. On March 31, 2023, pursuant to an assignment and assumption agreement, the Original Sponsor assigned the Administrative Services Agreement to the Sponsor. Upon completion of the initial business combination or our liquidation, we will cease paying these monthly fees. During the years ended December 31, 2023 and 2022, we incurred $120,000 and $120,000 in expenses for these services, respectively, which are included in administrative expenses-related party on the accompanying statements of operations. No amount was due as of December 31, 2023 and 2022.

On March 29, 2021, we entered into an agreement with the Sponsor pursuant to which, commencing on the date our securities were first listed on the New York Stock Exchange, we agreed to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative services. Upon completion of the initial Business Combination or our liquidation, we will cease paying these monthly fees. During the year ended December 31, 2022 and during the period from January 15, 2021 (inception) through December 31, 2021, we incurred $120,000 and $90,000, respectively, in expenses for these services, which is included in administrative expenses-related party on the accompanying statement of operations. No amount was due as of December 31, 2022.

Critical Accounting Policies and Estimates

The preparation of financial statements and related disclosures in conformity with ~~accounting~~GAAP ~~principles generally accepted in the United States~~ requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following as our critical accounting policies:

Class A Ordinary Shares Subject to Possible Redemption

We account for our Class A ~~ordinary~~Ordinary ~~shares~~Shares subject to possible redemption (our Public Shares) in accordance with the guidance in ASC 480. Class A ~~ordinary~~Ordinary ~~shares~~Shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ~~ordinary~~Ordinary ~~shares~~Shares (including Class A ~~ordinary~~Ordinary ~~shares~~Shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ~~ordinary~~Ordinary ~~shares~~Shares are classified as shareholders’ equity. ~~Our~~As ~~Public~~part of the Private Placement, the Company issued 628,750 Private Placement Shares to the Original Sponsor. These Private Placement Shares were not transferable, assignable or salable until 30 days after the completion of our initial business combination. They were also considered non-redeemable and were presented as permanent equity in the Company’s balance sheets. On December 30, 2022, the Original Sponsor unconditionally and irrevocably forfeited all 628,750 Private Placement Shares to the Company for no value and the Company cancelled the Private Placement Shares effective as of the same date. Our Class A Ordinary Shares sold in the Initial Public Offering feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, ~~2022~~2023 and ~~2021~~December 31, 2022, 4,191,330 and 21,437,500 Class A ~~ordinary~~Ordinary ~~shares~~Shares, ~~subject~~respectively, subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance ~~sheet~~ sheets.

Under ASC 480-10S99, we have elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ~~ordinary~~Ordinary ~~shares~~Shares resulted in charges against additional paid-in capital and accumulated deficit. Subsequently, we recognized changes in the redemption value as an increase in redemption value of Class A ~~ordinary~~Ordinary ~~shares~~Shares subject to possible redemption as reflected on the accompanying statements of changes in shareholders’ deficit.

Investments Held in the Trust Account

Our portfolio of investments iswas originally comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When our investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When our investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities isare included in ~~income~~gain ~~from~~on investments (net), dividends and interest, held in the Trust Account in the accompanying ~~statement~~statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

In March 2023, we instructed the trustee of the Trust Account to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account until the earlier of the consummation of a business combination and the liquidation of the Company. The funds were still held in this account as of December 31, 2023.

Offering Costs Associated with the Initial Public Offering

Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that were directly related to the Initial Public Offering and that were charged against the carrying value of the Class A ~~ordinary~~Ordinary ~~shares~~Shares subject to possible redemption upon the completion of the Initial Public Offering in April 2021.

Net Income ~~(Loss)~~ Per Ordinary Share

We comply with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” We have two classes of shares, which are referred to as Class A ~~ordinary~~Ordinary ~~shares~~Shares and Class B ~~ordinary~~Ordinary ~~shares~~Shares. Income ~~and~~is ~~losses are~~ shared pro rata between the two classes of shares, which assumes a business combination as the most likely outcome. Net income ~~(loss)~~ per ~~ordinary~~Ordinary ~~share~~Share is calculated by dividing ~~the~~ net income ~~(loss)~~ by the weighted average ~~shares~~number of ~~ordinary~~Ordinary ~~shares~~Shares outstanding for the respective period.

At December 31, ~~2022~~2023 and ~~2021~~2022, we did not have any dilutive securities and other contracts that could potentially be exercised or converted into ~~ordinary~~Ordinary ~~shares~~Shares and then share in our earnings. As a result, diluted net income per Ordinary Share is the same as basic net income per Ordinary Share for the years ended December 31, 2023 and 2022. Accretion associated with the redeemable Class A ~~ordinary~~Ordinary ~~shares~~Shares is excluded from earnings per share as the redemption value approximates fair value.

Recent Accounting Pronouncements

Our management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying financial ~~statement~~statements.

Off-Balance Sheet Arrangements

As of December 31, 2022, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

JOBS Act

The ~~Jumpstart Our Business Startups Act of 2012 (the “~~JOBS Act”) contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, the financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our Initial Public Offering or until we are no longer an “emerging growth company,” whichever is earlier.

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

Item 8.

Financial Statements and Supplementary Data

Reference is made to Pages F-1 through F-1422 comprising a portion of this ~~Report~~report.

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended December 31, ~~2022~~2023, as such term is defined in Rules 13a-15(e) and 15d 15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial officer have concluded that during the period covered by this report, our disclosure controls and procedures were effective as of December 31, ~~2022~~2023.

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Controls over Financial Reporting

As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with GAAP.

Our internal control over financial reporting includes those policies and procedures that:

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our consolidated financial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting at December 31, ~~2022~~2023. In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013). Based on our assessments and those criteria, management determined that we maintained effective internal control over financial reporting as of December 31, ~~2022~~2023.

This ~~Report~~report does not include an attestation report of our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended December 31, ~~2022~~2023, covered by this ~~Annual~~report ~~Report on Form 10-K~~ that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B.

Other Information

None.

Item 9C.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not ~~Applicable~~applicable.

5834

PART III

Item 10.

Directors, Executive Officers and Corporate Governance

Directors and Executive Officers

Our officers, directors and director nominees are as follows:

Name	Age	Position
Kevin E. Hartz	53	Co-Founder, Co-Chief Executive Officer and Director
Thomas D. Hennessy	39	Director, Chairman, Chief Executive Officer
Gautam Gupta	42	Co-Founder, Co-Chief Executive Officer
Nicholas Geeza	38	Chief Financial Officer
Troy B. Steckenrider III	36	Co-Founder, Chief Financial Officer
M. Joseph Beck	38	Director
Pierre Lamond	92	Director (Chairman of the Board)
Adam Blake	38	Director
Michelle Gill	50	Director
Jack Leeney	38	Director
Ryan Petersen	42	Director
Gloria Fu	52	Director
Javier Saade	52	Director

~~Our~~Thomas ~~Founding~~D. ~~Team~~Hennessy has served as Director, Chairman and Chief Executive Officer of TWOA since March 2023. He has served as a Managing Partner of Growth Strategies of Hennessy Capital Group, LLC, an alternative investment firm founded in 2013 that focuses on investing in industrial, infrastructure, real estate and sustainable technologies. He has served as a director of TortoiseEcofin Acquisition Corp. III (NYSE: TRTL), a special purpose acquisition company, since July 2023. Mr. Hennessy has served as Chief Executive Officer and Director of Compass Digital Acquisition Corp. (Nasdaq: CDAQ), a special purpose acquisition, since August 2023. Mr. Hennessy, in his role as director and/or officer, has successfully executed four SPAC business combinations, including (i) PropTech Acquisition Corporation’s business combination with Porch Group, Inc. (Nasdaq: PRCH) in December 2020; (ii) PropTech Investment Corporation II’s business combination with Appreciate Holdings, Inc. (Nasdaq: SFR) in November 2022; (iii) Jaguar Global Growth Corporation I’s business combination with Captivision Inc. (Nasdaq: CAPT) in November 2023; and (iv) 7GC & Co. Holdings Inc.’s business combination with Banzai International, Inc. (Nasdaq: BNZI) in December 2023. Since 2021, Mr. Hennessy has also invested in numerous privately-held companies in his capacity as Managing Partner of Hennessy Capital Growth Partners, a growth equity fund that serves as a strategic capital and growth partner to real estate technology and climate technology companies. Mr. Hennessy served from 2014 to 2019 as a Portfolio Manager of Abu Dhabi Investment Authority. Mr. Hennessy holds a B.A. degree from Georgetown University and an M.B.A. from the University of Chicago Booth School of Business. Mr. Hennessy is qualified to serve as a director of the Company due to his extensive experience with special purpose acquisition companies and his expertise in mergers and acquisitions.

~~Kevin~~Nicholas E.Geeza ~~Hartz~~has isserved ~~our~~as ~~Co-Founder~~the ~~and Co-~~Chief ~~Executive~~Financial Officer ~~and~~of ~~serves~~TWOA onsince ~~our~~April ~~board~~2023. ~~of directors~~Mr. HeGeeza ishas anserved ~~experienced~~as ~~entrepreneur, company~~Head ~~executive,~~of ~~and~~Business ~~investor~~Development of ~~with~~Hennessy ~~deep~~Capital ~~expertise~~Growth inStrategies, ~~the~~an ~~technology~~alternative ~~sector.~~investment Hecompany, ~~was~~since ~~also~~April a2023. ~~Co-Founder,~~Mr. ~~Director,~~Geeza ~~and~~has ~~the~~served ~~Chief~~as ~~Executive~~Enterprise Sales ~~Officer~~Director offor ~~one~~Capital Preferences, Ltd., a ~~special~~wealth ~~purpose~~technology ~~acquisition~~platform ~~company~~focused ~~that~~on ~~completed~~using ~~its~~behavioral ~~initial~~economics ~~public~~to ~~offering~~reveal inclient preferences ~~August 2020,~~ and ~~consummated its~~drive ~~initial~~increased ~~business~~assets ~~combination~~under ~~with~~management ~~Markforged,~~for ~~Inc.~~global ~~(NYSE:~~enterprise ~~MKFG)~~financial ininstitutions, ~~July~~since ~~2021~~March 2022. Mr. ~~Hartz~~Geeza has isserved ~~the~~as ~~Co-Founder,~~Chief ~~Chairman,~~Financial ~~and~~Officer ~~former~~of ~~Chief Executive~~Compass ~~Officer~~Digital ofAcquisition ~~Eventbrite~~Corp. (~~NYSE~~Nasdaq: EBCDAQ), a ~~global~~special ~~self-service~~purpose ~~ticketing~~acquisition ~~platform~~company, ~~with~~since August ~~over~~2023. ~~300~~From ~~million~~November ~~tickets~~2007 ~~distributed~~ to ~~more than~~March 42022, ~~million experiences in 2019~~Mr. ~~Eventbrite~~Geeza isserved ~~where~~as ~~people~~Senior ~~all~~Vice ~~over~~President in the ~~world~~Derivative ~~discover~~Products ~~new~~Group ~~things~~at toU.S. Bank doNational orAssociation, ~~new~~where ~~ways~~he towas doresponsible ~~more~~for ~~of what~~developing ~~they~~and ~~love.~~servicing ~~Prior~~client torelationships ~~founding~~in ~~Eventbrite,~~the ~~Mr.~~National ~~Hartz~~Corporate Banking ~~was~~Technology, ~~the~~Automotive ~~Co-Founder~~ and ~~Chief~~Insurance ~~Executive~~divisions. ~~Officer~~During ofhis ~~Xoom~~tenure, aMr. ~~leader~~Geeza ~~and~~assisted ~~pioneer~~ in the ~~online~~development ~~consumer-to-consumer~~and ~~international~~successful implementation ~~money~~of ~~transfer~~a ~~industry~~dynamic ~~serving~~hedging ~~over~~platform, ~~160~~advised ~~countries~~on ~~worldwide~~compliance with U.S. ~~Xoom~~GAAP ~~was~~accounting arequirements, ~~publicly~~and ~~traded~~negotiated ~~company~~International ~~acquired~~Swaps byand ~~PayPal~~Derivatives inAssociation, ~~2015~~Dodd-Frank, ~~for~~and ~~$1.1~~collateral ~~billion~~management documentation. ~~Over~~Prior ~~the~~to ~~course~~U.S. ~~of his career~~Bank, Mr. ~~Hartz~~Geeza worked ~~invested~~at inJP ~~PayPal,~~Morgan ~~Trulia,~~Chase ~~Airbnb,~~& ~~Pinterest, Uber,~~Co. ~~and~~in ~~Opendoor~~New ~~among others~~York. Mr. ~~Hartz~~Geeza ~~received~~graduated acum ~~Bachelor~~laude ofwith ~~Arts~~a ~~and~~B.S. ~~Science~~from ~~degree~~Georgetown inUniversity ~~History~~ and ~~Applied~~earned ~~Earth~~an MBA ~~Sciences~~ from ~~Stanford~~ the University ~~and~~of aChicago ~~Master’s~~Booth ~~degree~~School ~~from~~of ~~University College, Oxford University~~Business.

WeM. ~~believe~~Joseph ~~that~~Beck Mrhas served as a member of the TWOA Board, a member of the audit committee, as chairperson of the compensation committee and a member of the nominating and corporate governance committee of TWOA since March 2023. ~~Hartz’s~~Since August ~~broad~~2020, ~~operational~~he has served as Co-Chief Executive Officer, Chief Financial Officer and ~~transactional~~Director of ~~experience~~PropTech ~~makes~~Investment ~~him~~Corporation ~~well~~II ~~qualified~~and subsequently a director of Porch Group, Inc. (Nasdaq: PRCH), which completed a business combination with PropTech Investment Corporation II in November 2022. Mr. Beck has served as an independent director of Compass Digital Acquisition Corp. (Nasdaq: CDAQ), a special purpose acquisition, since August 2023. From December 2020 to ~~serve~~December 2023, he served as a director of 7GC & Co. Holdings Inc. (Nasdaq: VII), a special purpose acquisition company targeting the technology industry, which completed a business combination with Banzai International, Inc., a marketing technology company. From July 2019 to December 2020, he served as Co-Chief Executive Officer, Chief Financial Officer and director of PropTech Acquisition Corporation. Mr. Beck has served as a Managing Partner of Growth Strategies of Hennessy Capital Group LLC since July 2019. From February 2021 to ~~serve~~November 2023, onMr. ~~our~~Beck ~~board~~served as a director of ~~directors~~Jaguar Global Growth Corporation I, a special purpose acquisition company that completed its business combination with Captivision Inc. (Nasdaq: CAPT) in November 2023. From August 2012 to July 2019, Mr. Beck served as a Senior Investment Manager of ADIA. From July 2008 to August 2012, Mr. Beck served as an analyst in the Investment Banking Division of Goldman, Sachs & Co. Mr. Beck holds a B.A. degree from Yale University. Mr. Beck is qualified to serve as a director of TWOA due to his extensive experience with special purpose acquisition companies and his expertise in finance.

Gautam Gupta is our Co-Founder and Co-Chief Executive Officer. He was also a Director of one. Previously, Mr. Gupta served as the Chief Financial Officer and Chief Business Officer at Opendoor.com (NASDAQ: OPEN) from October 2019 to September 2020, and was Opendoor’s Chief Operating Officer from July 2017 to October 2019. From April 2013 to July 2017, Mr. Gupta held various positions at Uber, most recently as Head of Finance. From July 2007 to April 2013, Mr. Gupta worked at Goldman Sachs, initially as an Associate and later as a Vice President. Mr. Gupta holds an MBA from the Massachusetts Institute of Technology and a B.A.Sc in Computer Engineering from Nanyang Technological University.35

WeAdam ~~believe~~Blake ~~that~~has served as a member of the TWOA Board, a member of the audit committee, a member of the compensation committee and chairperson of the nominating and corporate governance committee of TWOA since March 2023. Mr. Blake ~~Gupta’s~~is ~~experience~~an inindependent ~~technology~~investor. He served as an independent director of PropTech Investment Corporation II from December 2020 until November 2022. In January 2017, Mr. Blake co-founded Zego Inc., a digital amenity and ~~finance~~resident ~~industries~~engagement platform ~~make~~for ~~him~~apartments, ~~well~~for ~~qualified~~which tohe ~~serve~~served as ~~Co-~~the Chief Executive Officer until April 2019, when it was acquired by PayLease, a portfolio company of Vista Equity Partners. In October 2010, Mr. Blake founded Brightergy, an energy service and software company, for which he served as Chief Executive Officer until July 2016. Previously, Mr. Blake was a real estate investor and developer specializing in multi-family apartments and other types of real estate investments. Mr. Blake holds a B.B.A degree from Texas Christian University. Mr. Blake is qualified to serve as a director of TWOA due to his expertise in real estate investments.

~~Troy~~Jack B.Leeney ~~Steckenrider~~has ~~III~~served isas ~~our~~a ~~Co-Founder~~director of TWOA since March 2023. He served as Chairman and Chief ~~Financial~~ Executive Officer of 7GC & Co. MrHoldings Inc. ~~Steckenrider~~(Nasdaq: ~~was~~VII) ~~also~~from September 2020 to December 2023, which completed a ~~Co-Founder~~business combination with Banzai International, ~~the~~Inc. ~~Chief~~(Nasdaq: ~~Financial~~BNZI) in December 2023, for which he has continued to serve as a director. ~~Officer~~He ~~and~~has served as a ~~Director~~director of ~~one~~TortoiseEcofin Acquisition Corp. ~~Previously~~III (NYSE: TRTL), Mra special purpose acquisition company, since July 2023. He ~~Steckenrider~~previously ~~was~~served ~~Chief~~as ~~Operating~~an ~~Officer~~independent director of ~~ZeroDown,~~PropTech aAcquisition ~~fractional~~Corporation ~~home~~(Nasdaq: ~~ownership~~PTAC) from November 2019 to December 2022 ~~service.~~and ~~Prior~~PropTech Investment Corporation II (Nasdaq: PTIC) from December 2020 to ~~that~~November 2022. Since 2016, Mr. ~~Steckenrider~~Leeney ~~was~~has ~~Director~~served ofas ~~Capital~~a ~~Markets~~Co-Founder and atManaging ~~Opendoor~~Partner of 7GC & Co., a ~~real~~growth ~~estate~~stage ~~platform,~~venture ~~where~~capital hefirm. ~~was~~Mr. ~~responsible~~Leeney led the firm’s investments in Cheddar (sold ~~for~~to ~~building~~Altice ~~out~~USA, ~~corporate~~May ~~infrastructure~~2019), Capsule Corp., hims & hers (IPO, January 2021, NYSE: HIMS), Roofstock, The Mom Project, Reliance Jio, Because Market, Jackpocket, and ~~supporting~~Moonfare. He currently serves on the ~~company’s~~board ~~growth~~of directors of The Mom Project and Because Market. ~~Earlier~~Between inApril 2011 ~~his~~and ~~career~~December 2016, Mr. ~~Steckenrider~~Leeney ~~was~~served on the boards of directors of Quantenna Communications, Inc. (Nasdaq: QTNA), DoAt Media Ltd. ~~private~~(Private), ~~equity~~CinePapaya ~~investment~~(acquired ~~team~~by atComcast), ~~Bain~~Joyent ~~Capital~~(acquired ~~and~~by ~~served~~Samsung), aBOKU, ~~wide~~Inc. ~~variety~~(AIM: ofBOKU), ~~clients~~Eventful ~~while~~(acquired atby ~~McKinsey~~CBS) &and ~~Company~~Blueliv (Private). Previously, Mr. ~~Steckenrider received~~Leeney aserved ~~Bachelor~~as the Head of ~~Arts~~U.S. ~~degree~~Investing infor ~~Economics~~Telefonica ~~from~~Ventures ~~Dartmouth~~between ~~College~~June 2012 and September 2016, the investment arm of Telefonica (NYSE: TEF), served as an ~~MBA~~investor ~~from~~at ~~Harvard~~Hercules ~~Business~~Capital ~~School~~(NYSE: HTGC) between May 2011 and June 2012 and began his career as a technology-focused investment banker at Morgan Stanley in 2007. HeMr. Leeney holds a B.S. from Syracuse University. Mr. Leeney is well qualified to serve as a ~~CFA~~director ~~charterholder~~due to his investment and advisory experience.

WeGloria ~~believe~~Fu ~~that~~has Mrserved as a member of the TWOA Board, chairperson of the audit committee, a member of the compensation committee and a member of the nominating and corporate governance committee of TWOA since April 2023. ~~Steckenrider~~Ms. Fu currently serves on the board of directors and is a chair of the audit committee for Appreciate Holdings, Inc. (Nasdaq: SFR), which combined with PropTech Investment Corporation II (Nasdaq: PTIC) in November 2022. Gloria Fu previously served as an independent director of PTIC II beginning December 2020 and was a member of the audit and compensation committees. Ms. Fu is the East Coast Chapter Chair for the International Luxury Hotel Association, a leading trade association for luxury hospitality executives. Ms. Fu is also on the board of directors and member of the audit and development committees for Visions, a New York based non-profit sponsoring programs for the blind. Ms. Fu brings over 20 years of investment management expertise, most recently at JPMorgan Asset Management, Inc., where she served as a Managing Director and portfolio manager from February 2004 to April 2019. Ms. Fu’s broad ~~operational~~base of expertise includes strategy, financial analysis, and ~~transactional~~shareholder-related ~~experience~~issues. ~~makes~~Ms. ~~him~~Fu ~~well~~is ~~qualified~~a subject matter expert in corporate governance issues. Ms. Fu was a founding member of JPMorgan Asset Management’s Proxy Committee for which she provided leadership and guidance on a broad range of topics including proxy contests, Say on Pay, and ESG. From March 2002 to ~~serve~~February as2004, ~~Chief~~Ms. Fu was a Vice President at JPMorgan Securities and a sell-side equity research analyst focused on the gaming and lodging industries. Ms. Fu is a Chartered Financial Analyst and holds a ~~Officer~~Bachelor of Sciences in Hotel Administration and Masters in Hospitality Administration from Cornell University. Ms. Fu is qualified to serve as a director of TWOA due to her investment advisory and real estate expertise, particularly omnichannel retail and lodging.

5936

~~Our~~Javier ~~Independent~~Saade has served as a member of the TWOA Board since January 2024. He has been a Venture Partner at Fenway Summer Ventures, a venture capital firm, since 2016, Founder and Managing Partner of Impact Master Holdings since 2019, and Operating Partner at Presidio Investors, a private equity firm, since 2023. He has been serving as Chairman of the Board of Directors of GP Funding, Inc., a private-equity backed financial services firm, since 2018. He served on the Board of Directors of SVF Investment Corp. (Nasdaq: SVFA) from January 2021 to March 2023 and on the Board of Directors of Porch Group (Nasdaq: PRCH) from December 2020 to March 2022. He also previously served on the Boards of Trustees of The Nature Conservancy, Pan American Development Foundation and Foundation for Puerto Rico and held seats on the Global Advisory Board of DocuSign, Inc. (Nasdaq: DOCU), Corporate Responsibility Board of Univision and Board of Advisors of Harvard’s Rock Center for Entrepreneurship. Previously, Mr. Saade was appointed by President Obama as Associate Administrator of the U.S. Small Business Administration and was its Chief of Investment and Innovation from 2013 to 2015. He also served on the Advisory Committee for Small and Emerging Companies at the U.S. Securities & Exchange Commission and on multiple White House councils working on economic policy. Prior to public service, he spent about 20 years in investing, operating and advisory roles at organizations that include McKinsey & Company, Booz Allen & Hamilton (NYSE: BAH), Bridgewater Associates, Abbott Laboratories (NYSE: ABT), GEM Group and Air America Media, a company he co-founded. He holds a B.S. in Industrial Management from Purdue University, an M.S. in Operations & Technology from the Illinois Institute of Technology and an M.B.A. from Harvard Business School, where he is currently an executive fellow. Mr. Saade is qualified to serve as a director of TWOA due to his extensive operating, entrepreneurial, strategy and governance experience with public and private companies, capital allocation and principal investing.

Pierre Lamond serves as Chairman of our board of directors. Mr. Lamond was also Chairman of the board of directors of one. Mr. Lamond is an experienced investor, serving as a General Partner at Sequoia Capital from January 1982 to December 2008, where he played a pivotal role in the expansion of the semiconductor, systems and software portfolios. While at Sequoia Capital, he served as chairman of the board of directors of Cypress Semiconductor, Microchip Semiconductor, Vitesse Semiconductor, Open Silicon Inc., Redback Networks, Verisity and Plumtree and served as a member of the board of directors of Mellanox Technologies and Xoom. From March 2009 to December 2014, Mr. Lamond was a General Partner at Khosla Ventures. From October 2015 to present, Mr. Lamond has been a partner at Eclipse Ventures.

Mr. Lamond is also a pioneer of the semiconductor industry. From February 1966 to August 1981, Mr. Lamond co-founded and held various positions at the National Semiconductor Corporation, including Vice President and General Manager, Integrated Circuits and Chief Technology Officer and Vice President, General Manager of Advanced Products. Prior to that, Mr. Lamond oversaw the development of the advanced high-frequency transistor and the first generation of digital integrated circuits at Fairchild Semiconductor from June 1961 to February 1966. Mr. Lamond holds an MSEE and an MS in Physics from the University of Toulouse, France.

We believe that Mr. Lamond’s broad operational and transactional experience make him well qualified to serve as Chairman of our board of directors.

Michelle Gill was previously the EVP and Group Business Unit Leader for Lending and Capital Markets at Social Finance Inc. (SoFi), which she joined in April 2018 initially as SoFi’s Chief Financial Officer. Ms. Gill was also a Director of one. From July 2017 to April 2018, Ms. Gill was a Managing Director in the US Assets Business at Sixth Street Partners. From February 2003 to April 2017, Ms. Gill served in various roles at Goldman Sachs, most recently as a partner, co-heading the Structured Finance business. During her time at Goldman Sachs, Ms. Gill held numerous roles including running the Mortgage Finance business, starting and running a Re-Structuring team during the 2008 Global Financial Crisis, and running Whole Loan trading before ultimately co-heading the Structured Finance business. Prior to Goldman Sachs, Ms. Gill held positions at Lehman Brothers and Cadwalader, Wickersham & Taft. Ms. Gill holds a JD from Cornell Law School and a Bachelor of Arts from the University of California at Los Angeles.

We believe that Ms. Gill’s experience in technology and finance industries make her well qualified to serve on our board of directors.

Ryan Petersen has, since April 2013, served as the founder and CEO of Flexport, a technology platform for global trade. Prior to starting Flexport, Mr. Petersen was the founder and CEO of ImportGenius, a provider of transaction data for the global trade industry. He has experience investing in numerous technology companies. He earned a BA from the University of California at Berkeley and an MBA from Columbia Business School.

We believe that Mr. Petersen’s leadership, operational and investment experience in the technology industry make him well qualified to serve on our board of directors.

Number and Terms of Office of Officers and Directors

~~Holders~~TWOA’s board of ~~the~~directors ~~founder~~is ~~shares~~divided ~~will~~into ~~have~~three ~~the~~classes, ~~right~~with toonly ~~appoint~~one class of directors being appointed in each year, and ~~remove~~with ~~all~~each ofclass (except ~~our~~for those directors appointed prior to ~~consummation~~our first annual general meeting) serving a three-year term. The term of ~~the~~office ~~Business~~of ~~Combination~~the ~~and~~Class ~~holders~~I directors, consisting of ~~the~~Thomas ~~public~~D. ~~shares~~Hennessy and Javier Saade, will ~~not~~expire ~~have~~at ~~the~~our ~~right~~annual togeneral ~~vote~~meeting onin ~~the~~2025. ~~appointment~~The term of office ~~directors~~of ~~during~~the ~~such~~Class ~~time.~~II ~~Each~~directors, consisting of ~~our~~Jack ~~directors~~ Leeney and Gloria Fu, will ~~hold~~expire ~~office~~at ~~for~~our aannual ~~three-year~~general ~~term.~~meeting ~~Incumbent~~in ~~directors~~2024. ~~will~~The ~~also~~term of ~~have~~office of the ~~ability~~Class toIII ~~appoint~~directors, ~~additional~~consisting ~~directors~~of orM. toJoseph ~~appoint replacement~~Beck ~~directors~~and inAdam ~~the~~Blake, ~~event~~will ofexpire aat ~~casual~~our ~~vacancy~~annual general meeting in 2026.

~~Our~~Holders ~~officers~~of ~~are~~the ~~appointed~~Founder byShares ~~our~~will ~~board~~have ofthe ~~directors~~right ~~and~~to ~~serve~~appoint atand ~~the~~remove ~~discretion~~all of ~~our~~TWOA’s ~~board of~~ directors, ~~rather~~prior ~~than~~to ~~for~~consummation ~~specific terms~~ of ~~office.~~the ~~Our~~Business ~~board~~Combination and holders of ~~directors~~the isPublic ~~authorized~~Shares towill ~~appoint~~not ~~persons~~have to the ~~offices~~right ~~set~~to ~~forth~~vote inon ~~our~~the ~~amended~~appointment ~~and restated memorandum and articles~~ of ~~association~~directors asduring itsuch ~~deems appropriate~~time. ~~Our~~Each ~~officers may consist~~ of aour ~~Chairman,~~directors will ahold ~~Chief~~office ~~Executive~~for ~~Officer,~~ a ~~President,~~three-year aterm. ~~Chief Operating~~Incumbent ~~Officer,~~directors awill ~~Chief~~also ~~Financial~~have ~~Officer,~~the ~~Vice~~ability ~~Presidents,~~to aappoint ~~Secretary,~~additional ~~Assistant~~directors ~~Secretaries,~~or ato ~~Treasurer and such other offices~~appoint asreplacement ~~may~~directors bein ~~determined~~the byevent ~~our~~of ~~board~~a ofcasual ~~directors~~vacancy.

60TWOA’s officers are appointed by the TWOA Board and serve at the discretion of the TWOA Board, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our Current Charter as it deems appropriate. Our officers may consist of a Chairman, a Chief Executive Officer, a President, a Chief Operating Officer, a Chief Financial Officer, Vice Presidents, a Secretary, Assistant Secretaries, a Treasurer and such other offices as may be determined by our board of directors.

Director Independence

The rules of the NYSE require that a majority of our board of directors be independent ~~within one year of the Initial Public Offering~~. An “independent director” is defined generally as a person that, in the opinion of the company’s board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). Our board of directors has determined that each of ~~Mr.~~Jack ~~Lamond~~Leeney, MsGloria Fu, M. ~~Gill~~Joseph Beck, Adam Blake and ~~Mr.~~Javier ~~Petersen~~Saade are an “independent director” under applicable SEC and NYSE rules. Our independent directors have regularly scheduled meetings at which only independent ~~directors~~ directors are present.

Committees of the Board of Directors

Our board of directors has three standing committees: an audit committee; a compensation committee; and a nominating and corporate governance committee.

Subject to phase-in rules, the rules of NYSE and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and the rules of NYSE require that the compensation committee and the nominating and corporate governance committee of a listed company be comprised solely of independent directors. Each committee will operate under a charter that has been approved by our board of directors and has the composition and responsibilities described below.

Audit Committee

We established an audit committee of the board of directors. ~~Mr.~~Gloria ~~Lamond~~Fu, MsM. ~~Gill~~Joseph Beck and ~~Mr.~~Adam ~~Petersen~~Blake serve as members of our audit committee. Our board of directors has determined that each of our audit committee members ~~are~~is independent. ~~Ms.~~Gloria ~~Gill~~Fu serves as the ~~chair~~chairperson of the audit committee. Each member of the audit committee meets the financial literacy requirements of the NYSE and our board of directors has determined that ~~Ms.~~Gloria ~~Gill~~Fu qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise.

The audit committee is responsible for:

● assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent auditor’s qualifications and independence, and (4) the performance of our internal audit function and independent auditors; ● the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us; ● pre-approving all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; ● reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence; ● setting clear hiring policies for employees or former employees of the independent auditors; ● setting clear policies for audit partner rotation in compliance with applicable laws and regulations; ● obtaining and reviewing a report, at least annually, from the independent auditors describing (1) the independent auditor’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

61● reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence; ● setting clear hiring policies for employees or former employees of the independent auditors; ● setting clear policies for audit partner rotation in compliance with applicable laws and regulations; ● obtaining and reviewing a report, at least annually, from the independent auditors describing (1) the independent auditor’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; ● meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent auditor, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; ● reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and ● reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

● meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent auditor, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; ● reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and ● reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

Nominating and Corporate Governance Committee

We established a nominating and corporate governance committee of our board of directors. The members of our nominating committee are ~~Mr.~~Gloria ~~Lamond~~Fu, M. Joseph Beck and ~~Mr.~~Adam ~~Petersen~~Blake, with ~~Mr.~~Adam ~~Lamond~~Blake serving as ~~chairman~~chairperson. Our board of directors has determined that each of MrGloria Fu, M. ~~Lamond~~Joseph Beck and ~~Mr.~~Adam ~~Petersen~~ Blake is an independent director.

The nominating committee is responsible for:

	●	identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by our Board of Directors, and recommending to our Board of Directors candidates for nomination for appointment;
	●	developing and recommending to our Board of Directors and overseeing implementation of our corporate governance guidelines;
	●	coordinating and overseeing the annual self-evaluation of our Board of Directors, its committees, individual directors and management in the governance of the company; and
	●	reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary.

Guidelines for Selecting Director Nominees

We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, our board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders.

Compensation Committee

We have established a compensation committee of our board of directors. However, as we are not paying compensation to any employees, and have already determined director compensation, we do not expect that the compensation committee will meet for substantive compensation purposes prior to our initial business combination. The members of our compensation committee are MsGloria Fu, M. ~~Gill~~Joseph Beck and MrAdam Blake. ~~Petersen~~M. ~~Mr.~~Joseph ~~Petersen~~ Beck serves as ~~chairman~~chairperson of the compensation committee. Our board of directors has determined that all of the directors on the compensation committee are independent. We have adopted a compensation committee charter, which details the principal functions of the compensation committee, including:

● reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; ● reviewing and making recommendations to our Board of Directors with respect to the compensation, and any incentive-compensation and equity-based plans that are subject to board approval of all of our other officers; ● reviewing our executive compensation policies and plans; ● implementing and administering our incentive compensation equity-based remuneration plans; ● assisting management in complying with our proxy statement and annual report disclosure requirements; ● approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees; ● producing a report on executive compensation to be included in our annual proxy statement; and ● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

62The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other advisor and will be directly responsible for the appointment, compensation and oversight of the work of any such advisor. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other advisor, the compensation committee will consider the independence of each such advisor, including the factors required by the NYSE and the SEC.

● reviewing and making recommendations to our Board of Directors with respect to the compensation, and any incentive-compensation and equity-based plans that are subject to board approval of all of our other officers; ● reviewing our executive compensation policies and plans; ● implementing and administering our incentive compensation equity-based remuneration plans; ● assisting management in complying with our proxy statement and annual report disclosure requirements; ● approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees; ● producing a report on executive compensation to be included in our annual proxy statement; and ● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by the NYSE and the SEC.

Compensation Committee Interlocks and Insider Participation

None of our executive officers currently serves, and in the past year has not served, as a member of the compensation committee of any entity that has one or more executive officers serving on our board of directors.

Code of Ethics

We have adopted a Code of Ethics applicable to our directors, officers and employees. A copy of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

Conflicts of Interest

Under Cayman Islands law, directors and officers owe the following fiduciary duties:

● duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; ● duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; ● ~~directors~~duty ~~should~~ not to improperly fetter the exercise of future discretion; ● duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and ● duty to exercise independent judgment.

In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience of that director.

63As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the our Current Charter or alternatively by shareholder approval at general meetings.

AsCertain ~~set~~of ~~out~~our ~~above,~~officers and directors presently have, aand ~~duty~~any ~~not~~of them in the future may have additional, fiduciary or contractual obligations to ~~put~~other ~~themselves~~entities, inincluding aentities ~~position~~that are affiliates of ~~conflict~~our ~~and~~Sponsor, ~~this~~pursuant ~~includes~~to awhich ~~duty~~such ~~not~~officer toor ~~engage~~director inis ~~self-dealing,~~ or towill ~~otherwise~~be ~~benefit~~required to aspresent a ~~result~~business ofcombination ~~their~~opportunity ~~position~~to such entity. ~~However~~Accordingly, inif ~~some~~any ~~instances~~of ~~what~~our ~~would~~officers ~~otherwise~~or bedirectors abecomes ~~breach~~aware of ~~this~~a ~~duty~~business combination ~~can~~opportunity ~~be forgiven~~which ~~and/or~~is ~~authorized~~suitable infor ~~advance~~an byentity ~~the~~to ~~shareholders~~which ~~provided~~he ~~that~~or ~~there~~she ishas ~~full~~then-current ~~disclosure~~fiduciary byor ~~the~~contractual ~~directors.~~obligations, ~~This~~he or ~~can~~she may be ~~done~~required byto honor his or her fiduciary or contractual obligations to present such business combination opportunity to such ~~way~~entity. ofWe ~~permission~~do ~~granted~~not inbelieve, ~~the~~however, ~~amended~~that ~~and~~the ~~restated~~fiduciary ~~memorandum~~duties ~~and~~or ~~articles~~contractual obligations of ~~association~~our officers or ~~alternatively~~directors bywill ~~shareholder approval~~materially ataffect ~~general~~our ~~meetings~~ability to complete our initial business combination.

~~Certain~~We ofare ~~our~~not ~~officers~~prohibited ~~and~~from ~~directors~~pursuing ~~presently~~an ~~have,~~initial ~~and~~business ~~any~~combination ofor ~~them~~subsequent intransaction ~~the~~with ~~future~~a ~~may~~company ~~have~~that ~~additional,~~is ~~fiduciary~~affiliated orwith ~~contractual obligations~~our ~~to other entities~~Sponsor, ~~including~~officers ~~entities~~or ~~that~~directors. ~~are~~In ~~affiliates~~the ofevent ~~our~~we ~~sponsor,~~seek ~~pursuant~~ to ~~which~~complete ~~such~~our ~~officer~~initial orbusiness ~~director~~combination iswith ~~or will be required to present~~ a ~~business~~company ~~combination~~that ~~opportunity~~is toaffiliated ~~such~~with our ~~entity.~~Sponsor ~~Accordingly,~~or if any of our officers or directors, ~~becomes~~we, ~~aware~~or of a ~~business combination~~committee ~~opportunity~~of ~~which~~independent isdirectors, ~~suitable~~will ~~for~~obtain an ~~entity~~opinion tofrom ~~which~~an heindependent investment orbanking ~~she~~firm ~~has~~which ~~then-current~~is ~~fiduciary~~a ormember ~~contractual~~of ~~obligations,~~FINRA he or ~~she~~an ~~may~~independent bevaluation ~~required~~or toaccounting ~~honor~~firm ~~his~~that orsuch ~~her~~initial ~~fiduciary~~business combination or ~~contractual~~transaction ~~obligations~~is fair to ~~present~~our ~~such~~company ~~business~~from ~~combination~~a ~~opportunity~~financial topoint ~~such entity~~of view. We doare not ~~believe,~~required ~~however~~to obtain such an opinion in any other context. Furthermore, ~~that~~in ~~the~~no ~~fiduciary~~event ~~duties~~will orour ~~contractual~~Sponsor ~~obligations~~or any of our existing officers or directors, ~~will~~or ~~materially~~any of their respective affiliates, be paid ~~affect~~by ~~our~~us ~~ability~~any finder’s fee, consulting fee or other compensation prior to, ~~complete~~or for any services they render in order to effectuate, the completion of our initial business combination.

Below is a table summarizing the entities to which our executive officers and directors currently have fiduciary duties, contractual obligations or other material management relationships:

INDIVIDUAL ENTITY ENTITY’S BUSINESS AFFILIATION Kevin E. Hartz Eventbrite, Inc. Digital ticketing Co-Founder and Chairman of the Board of Directors Newfront Insurance Technology-enabled insurance brokerage Director Lookout Mobile security platform Director Markforged, Inc. Additive Manufacturing Director Gautam Gupta Faire Technology enabled wholesale marketplace Advisor Modularity Financial software solutions Advisor Homebound Technology enabled home builder Advisor Troy B. Steckenrider III Michelle Gill Pierre Lamond Ryan Petersen Flexport Technology & Logistics Founder and Chief Executive Officer

Potential investors should also be aware of the following other potential conflicts of interest:

● Our executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our executive officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per week to our affairs.

	●	Our sponsor subscribed for founder shares prior to the date of this report and purchased private placement shares in transactions that closed simultaneously with the closing of our initial public offering and the exercise of the underwriter’s over-allotment option. Our sponsor and our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares purchased during or after our initial public offering in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity. Additionally, our sponsor has agreed to waive its rights to liquidating distributions from the trust account with respect to its founder shares if we fail to complete our initial business combination within the required time period. If we do not complete our initial business combination within the required time period, the private placement shares and the underlying securities will expire worthless. Except as described herein, our sponsor and our management team have agreed not to transfer, assign or sell any of their founder shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. With certain limited exceptions, private placement shares, will not be transferable until 30 days following the completion of our initial business combination. Because each of our executive officers and directors will own ordinary shares directly or indirectly, they may have a conflict of interest in determining whether a particular partner business is an appropriate business with which to effectuate our initial business combination.
	●	Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a partner business as a condition to any agreement with respect to our initial business combination.

We are not prohibited from pursuing an initial business combination or subsequent transaction with a company that is affiliated with our sponsor, founders, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor or any of our founders, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm which is a member of FINRA or an independent valuation or accounting firm that such initial business combination or transaction is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. Furthermore, in no event will our sponsor or any of our existing officers or directors, or any of their respective affiliates, be paid by us any finder’s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the completion of our initial business combination.

We cannot assure you that any of the above mentioned conflicts will be resolved in our favor.

If we seek shareholder approval, we will complete our initial business combination only if we receive approval pursuant to an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a simple majority of the shares voted at a general meeting of the company. In such case, our sponsor and each member of our management team have agreed to vote their founder shares and public shares purchased during or after our initial public offering in favor of our initial business combination.

Limitation on Liability and Indemnification of Officers and Directors

Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect, civil fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association provides for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We entered into agreements with our directors and officers to provide contractual indemnification in addition to the indemnification provided for in our amended and restated memorandum and articles of association. We purchased a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.

Our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account, and have agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the trust account for any reason whatsoever (except to the extent they are entitled to funds from the trust account due to their ownership of public shares). Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination.

Our indemnification obligations may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.

Executive Officer and Director Compensation

~~None~~We pay our Sponsor a total of $10,000 per month for office space, secretarial and administrative services. We pay Nicholas Geeza, our Chief Financial Officer, approximately $5,500 per month for his services prior to the consummation of our initial business combination. For the year ended December 31, 2023, we paid Mr. Geeza a total of $24,307 in cash compensation. Except as disclosed above, none of our executive officers or directors have received any cash compensation for services rendered to us. Our ~~sponsor~~Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential partner businesses and performing due diligence on suitable business combinations. Our audit committee reviews on a quarterly basis all payments that were made by us to our ~~sponsor~~Sponsor, executive officers or directors, or our or their affiliates. Any such payments prior to an initial business combination will be made using funds held outside the ~~trust~~Trust ~~account~~Account. Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination. Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid by the company to our ~~sponsor~~Sponsor, executive officers and directors, or any of their respective affiliates, prior to completion of our initial business combination.

After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.

We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management team’s motivation in identifying or selecting a partner business but we do not believe that the ability of our management team to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment.

After the completion of the Business Combination, directors or members of our management who remain may be paid consulting, management or other fees from Pubco. For a discussion of executive compensation arrangements after the Closing of the Business Combination, see the F-4.

Limitation on Liability and Indemnification of Officers and Directors

Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect, civil fraud or the consequences of committing a crime. Our Current Charter provides for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We entered into agreements with our directors and officers to provide contractual indemnification in addition to the indemnification provided for in our Current Charter. We purchased a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.

Our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account, and have agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the trust account for any reason whatsoever (except to the extent they are entitled to funds from the trust account due to their ownership of Public Shares). Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination.

We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.

Item 11.

Executive Compensation

~~None~~See “Item 10. Directors, Executive Officers and Corporate Governance - Executive Officer and Director Compensation.”

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth information regarding the beneficial ownership of our Class A ~~ordinary~~Ordinary ~~shares~~Shares as of ~~March~~February ~~[●]~~13, ~~2023~~2024 by:

● each person known by us to be the beneficial owner of more than 5% of our issued and outstanding ~~ordinary~~Ordinary ~~shares~~Shares; and ● each of our executive officers and directors; and ● all our executive officers and directors as a group.

In the table below, percentage ownership is based on 229,~~066~~550,~~250~~705 ~~Class~~Ordinary AShares ~~ordinary~~issued ~~shares (which includes 21,437,500 Class A ordinary shares sold in our initial public offering~~ and ~~pursuant~~outstanding to(including ~~the over-allotment option, and 628,500 private placement shares) and~~ 5,359,375 ~~Class B~~Founder ~~ordinary shares outstanding~~ Shares), as of ~~December~~February 3113, ~~2022~~2024. Voting power represents the combined voting power of Class A ~~ordinary~~Ordinary ~~shares~~Shares and Class B ~~ordinary~~Ordinary ~~shares~~Shares owned beneficially by such person. On all matters to be voted upon, the holders of the Class A ~~ordinary~~Ordinary ~~shares~~ Shares and the Class B ~~ordinary~~Ordinary ~~shares~~ Shares vote together as a single class.

	Class B ordinary shares(2)					Class A ordinary shares(2)
	Class A Ordinary Shares					Class B Ordinary Shares					Approximate Percentage
Name of Beneficial Owners(1)	Number of Shares Beneficially Owned		Approximate Percentage of Class			Number of Shares Beneficially Owned		Approximate Percentage of Class			Approximate Percentage of Voting Control
Name and Address of Beneficial Owner(1)	Number of Shares Beneficially Owned		Approximate Percentage of Class			Number of Shares Beneficially Owned		Approximate Percentage of Class			of Outstanding Ordinary Shares
two sponsor (our sponsor)(3)		5,254,375		98.0	%		—		—			19.6	%
Thomas D. Hennessy(2)		—		—			3,202,611		59.8	%		33.5	%
Kevin E. Hartz		—		—			—		—			—
Nicholas Geeza		—		—			—		—			—
Gautam Gupta		—		—			—		—			—
M. Joseph Beck		—		—			25,000		*			*
Troy B. Steckenrider III		—		—			—		—			—
Adam Blake		—		—			25,000		*			*
Michelle Gill		25,000		0.5	%		—		—			*
Jack Leeney		—		—			25,000		*			*
Pierre Lamond		30,000		0.5	%		—		—			*
Gloria Fu		—		—			30,000		*			*
Ryan Petersen		25,000		0.5	%		—		—			*
Javier Saade		—		—			10,000		*			*
All officers and directors as a group (five individuals)		5,334,375		99.5	%		—		—			0.3	%
All TWOA directors and executive officers as a group (seven individuals)		—		—			3,317,611		61.9	%		34.7	%
Other 5% Shareholders
HC PropTech Partners III LLC		—		—			3,202,611		59.8	%		33.5	%
two sponsor(3)		—		—			1,906,764		35.6	%		20.0	%
Mizuho Financial Group, Inc.(4)		350,500		8.4	%		—		—			3.7	%
Picton Mahoney Asset Management(5)		390,200		9.3	%		—		—			4.1	%
Polar Asset Management Partners Inc.(6)		500,000		11.9	%		—		—			5.2	%
First Trust Merger Arbitrage Fund(7)		251,031		6.0	%		—		—			2.6	%

*	Less than 0.1% percent.
(1)	Unless otherwise noted, the business address of each of the following entities or individuals is the principal business address of the company.
(2)	The Class B ordinary shares automatically convert into Class A shares upon consummation of an initial business combination, at a ratio of no less than one-to-one.
(3)	two sponsor is the record holder of the Class B ordinary shares and the private placement shares reported herein. Mr. Hartz, Mr. Gupta and Mr. Steckenrider are members of A-Star Investments, LLC, which is the sole member of two sponsor, and are not deemed to beneficially own the shares held by two sponsor. None of these individuals exercise sole investment or dispositive power with respect to the securities reported herein.

* Less than 1.0%.

~~Our~~(1) ~~initial~~Unless ~~shareholders~~otherwise ~~beneficially~~noted, ~~owned~~the ~~approximately~~business ~~19.2%~~address of ~~the~~each ~~issued and outstanding shares~~ of ~~our~~the ~~ordinary shares~~ following ~~our initial~~entities ~~public~~or ~~offering~~individuals ~~and~~is ~~the~~c/o ~~exercise~~two, of195 ~~the~~US ~~over-allotment.~~HWY ~~Because~~50, ofSuite ~~this ownership block~~208, ~~our initial shareholders may be able~~Zephyr ~~to effectively influence the outcome of all other matters requiring approval by our shareholders~~Cove, ~~including~~NV ~~amendments to our amended and restated memorandum and articles of association and approval of significant corporate transactions including our initial business combination~~89448.

Our sponsor and our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares purchased during or after our initial public offering in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity. Further, our sponsor and each member of our management team have agreed to vote their founder shares and public shares purchased during or after our initial public offering in favor of our initial business combination.42

~~Our~~(2) ~~sponsor~~Mr. isHennessy ~~deemed~~exercises tovoting beand ~~our~~investment ~~“promoter”~~control asover ~~such~~TWOA ~~term~~shares isthat ~~defined~~are ~~under~~held ~~the~~by ~~federal~~HC ~~securities~~PropTech ~~laws~~Partners III LLC.

67(3) The business address of the reporting person is 900 Kearny Street Suite 610, the Presidio of San Francisco, San Francisco, CA 94133.

(4) According to the Schedule 13G filed by the reporting person on February 13, 2024, the business address of the reporting person is 1–5–5, Otemachi, Chiyoda–ku, Tokyo 100–8176, Japan.

(5) According to the Schedule 13G filed by the reporting person on January 23, 2024, the business address of the reporting person is 33 Yonge St #830, Toronto, ON M5E 1G4.

(6) According to the Schedule 13G filed by the reporting person on February 9, 2024, Polar Asset Management Partners Inc. serves as the investment advisor to Polar Multi-Strategy Master Fund (“PMSMF”) with respect to the shares directly held by PMSMF. The business address of the reporting person is 16 York Street, Suite 2900, Toronto, ON, Canada M5J 0E6.

(7) According to the Schedule 13G jointly filed on February 14, 2024 by First Trust Merger Arbitrage Fund (“VARBX”), First Trust Capital Management L.P. (“FTCM”), First Trust Capital Solutions L.P. (“FTCS”) and FTCS Sub GP LLC (“Sub GP”), (i) VARBX is a series of Investment Managers Series Trust II, (ii) FTCM provides investment advisory services to, among others, (a) series of Investment Managers Series Trust II, specifically VARBX and First Trust Multi Strategy Fund and (b) Highland Capital Management Institutional Fund II, LLC (collectively, the “Client Accounts”), (iii) FTCS is the control person of FTCM and (iv) Sub GP is the control person of FTCM. As investment adviser to the Client Accounts, FTCM has the authority to invest the funds of the Client Accounts in securities (including Ordinary Shares of the Company) as well as the authority to purchase, vote and dispose of securities, and may thus be deemed the beneficial owner of the Company’s Ordinary Shares held in the Client Accounts. FTCS and Sub GP may be deemed to control FTCM and therefore may be deemed to be beneficial owners of the Ordinary Shares reported herein. The principal business address of FTCM, FTCS and Sub GP is 225 W. Wacker Drive, 21st Floor, Chicago, IL 60606. The principal business address of VARBX is 235 West Galena Street, Milwaukee, WI 53212.

The Initial Shareholders and the Current Insiders collectively own 5,359,375 Founder Shares, or 56.1% of the outstanding TWOA Ordinary Shares. Because of this ownership block, our Initial Shareholders and the Current Insiders may be able to effectively influence the outcome of all other matters requiring approval by our shareholders, including amendments to our Current Charter and approval of significant corporate transactions including our initial business combination.

Our Sponsor and our management team have entered into an Insider Letter Agreement, pursuant to which they have agreed to waive their redemption rights with respect to their Founder Shares, Private Placement Shares and any Public Shares purchased during or after our Initial Public Offering in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our Current Charter (A) that would modify the substance or timing of our obligation to provide holders of our Class A Ordinary Shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our Public Shares if we do not complete our initial business combination by July 1, 2024 or (B) with respect to any other provision relating to the rights of holders of our Class A Ordinary Shares or pre-initial business combination activity. Further, our Sponsor and each member of our management team have agreed to vote their Founder Shares, Private Placement Shares and Public Shares purchased during or after our Initial Public Offering in favor of our initial business combination.

Our Sponsor is deemed to be our “promoter” as such term is defined under the federal securities laws.

Changes in Control

None.

Item 13.

Certain Relationships and Related Transactions, and Director Independence

InFounder January 2021, our sponsor purchased 5,750,000 founder shares for a capital contribution of $25,000, or approximately $0.004 per share, of which 750,000 were subject to forfeiture based on the extent to which the underwriter’s over-allotment option was exercised. In March 2021, our sponsor transferred 105,000 Class B ordinary shares to certain individuals, including our independent directors. The number of founder shares issued was determined based on the expectation that such founder shares would represent 20% of the issued and outstanding shares upon completion of our initial public offering. In April 2021, our Sponsor forfeited 390,625 Class B ordinary shares in connection with the partial exercise of the over-allotment option. The founder shares (including the Class A ordinary shares issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder.Shares

~~Our~~On ~~sponsor~~January ~~purchased~~21, ~~pursuant~~2021, tothe aOriginal ~~written~~Sponsor ~~agreement,~~paid ~~628~~$25,~~500 private placement shares~~000, ator aapproximately ~~price of~~ $100.00004 per share, to cover expenses in ~~private~~consideration ~~placements~~for 5,359,375 ~~which~~Founder ~~occurred~~Shares. ~~concurrently~~Up ~~with~~to ~~the~~750,000 ~~closing~~Founder ofShares ~~our~~were ~~initial~~subject ~~public~~to ~~offering~~forfeiture ~~and~~to the ~~exercise~~extent ofthat the over-allotment option was not exercised in full by the underwriter, ~~for~~so anthat ~~aggregate~~the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after ~~purchase~~the ~~price~~Initial Public Offering. On March 8, 2021, the Original Sponsor transferred 25,000 Founder Shares to each of $6Michelle Gill,~~285~~ Ryan Petersen and Laura de Petra, and 30,000. ~~The~~Founder ~~private~~Shares ~~placement~~to Pierre Lamond. Such shares ~~may~~will not be subject to forfeiture in the event the underwriter’s over-allotment is not exercised. The underwriters partially exercised their over-allotment option on April 13, 2021 and on April 19, 2021, the Original Sponsor surrendered 390,625 Founder Shares for no consideration resulting in 5,359,375 Founder Shares issued and outstanding with no shares subject to ~~certain~~forfeiture. ~~limited~~On ~~exceptions~~March 31, be2023, ~~transferred~~3,347,611 ~~assigned~~Founder orShares were purchased from the Original ~~sold~~Sponsor by the ~~holder~~Sponsor. An aggregate of 145,000 Founder Shares was transferred by the Sponsor to TWOA’s directors and advisors in August 2023 and January 2024.

If any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has then-current fiduciary or contractual obligations, he or she may be required to honor his or her fiduciary or contractual obligations to present such opportunity to such entity. Our officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us.43

NoThe ~~compensation~~Initial ofShareholders ~~any~~and ~~kind,~~the ~~including~~Sponsor ~~finder’s~~have ~~and consulting fees~~agreed, ~~will~~subject ~~be paid~~ to ~~our~~limited ~~sponsor~~exceptions, ~~officers~~not ~~and~~to ~~directors~~transfer, assign or sell any of their ~~respective~~Founder Shares ~~affiliates,~~until ~~for~~the ~~services~~earlier ~~rendered~~to ~~prior~~occur toof or(A) inone ~~connection~~year ~~with~~after the completion of anthe initial ~~business~~Business ~~combination. However,~~Combination ~~these~~and ~~individuals~~(B) ~~will~~subsequent beto ~~reimbursed~~the initial ~~for~~business ~~any~~combination, ~~out-of-pocket~~(x) ~~expenses~~if ~~incurred~~the inclosing ~~connection~~price ~~with~~of ~~activities~~Class onA ~~our~~Ordinary ~~behalf~~Shares ~~such as~~equals ~~identifying~~or ~~potential~~exceeds ~~partner~~$12.00 ~~businesses~~per ~~and~~share ~~performing~~(as ~~due~~adjusted ~~diligence~~for share onsplits, ~~suitable~~share ~~business~~capitalizations, ~~combinations.~~reorganizations, ~~Our~~recapitalizations ~~audit~~and ~~committee~~the ~~will review~~like) onfor aany ~~quarterly~~20 ~~basis~~trading ~~all~~days ~~payments~~within ~~that~~any ~~were~~30-trading ~~made~~day period bycommencing usat toleast ~~our~~150 ~~sponsor,~~days ~~officers,~~after ~~directors~~the orinitial ~~our~~Business Combination, or ~~their~~(y) ~~affiliates~~the ~~and~~date ~~will determine~~on which ~~expenses~~the ~~and~~Company ~~the~~completes ~~amount~~a ofliquidation, merger, ~~expenses~~share ~~that~~exchange, ~~will~~reorganization beor ~~reimbursed.~~other ~~There~~similar istransaction nothat ~~cap~~results orin ~~ceiling~~all onof the ~~reimbursement~~Public ofShareholders ~~out-of-pocket expenses~~having ~~incurred~~the byright ~~such~~to exchange ~~persons~~their inOrdinary ~~connection~~Shares ~~with~~for ~~activities~~cash, onsecurities ~~our~~or ~~behalf~~other property.

InPrivate ~~addition,~~Placement in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete an initial business combination, we may repay such loaned amounts out of the proceeds of the trust account released to us. In the event that the initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into private placement shares at a price of $10.00 per warrant at the option of the lender. The terms of such loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our sponsor, members of our management team or any of their affiliates as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.Shares

68Simultaneously with the closing of the Initial Public Offering, TWOA consummated the Private Placement of 600,000 Private Placement Shares, at a price of $10.00 per Private Placement Share to the Original Sponsor, generating gross proceeds of approximately $6.0 million. If the over-allotment option was exercised, the Original Sponsor could have purchased an additional amount of up to 60,000 Private Placement Shares at a price of $10.00 per share. A portion of the proceeds from the Private Placement Shares was added to the proceeds from the Initial Public Offering held in the Trust Account. Simultaneously with the closing of the Over-Allotment on April 13, 2021, TWOA consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 28,750 Private Placement Shares by the Original Sponsor, generating gross proceeds to TWOA of $287,500. On December 30, 2022, the Sponsor unconditionally and irrevocably forfeited all 628,750 Private Placement Shares to TWOA for no value and TWOA cancelled the Private Placement Shares effective as of the same date.

~~After~~Sponsor our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation.Loan

WeOn ~~have~~January ~~entered~~21, ~~into~~2021, athe ~~registration~~Original ~~and~~Sponsor ~~shareholder~~agreed ~~rights agreement pursuant~~ to ~~which~~loan ~~our~~TWOA ~~initial~~up ~~shareholders,~~to ~~and their permitted transferees~~$300, if000 ~~any,~~pursuant ~~are entitled~~ to ~~certain registration rights with respect to~~ the ~~private~~Pre-IPO ~~placement~~Note. ~~warrants,~~This ~~the~~loan ~~securities~~was ~~issuable~~non-interest ~~upon conversion~~bearing ~~of working capital loans (if any)~~ and ~~the~~payable ~~Class A ordinary shares issuable~~ upon ~~exercise of~~ the ~~foregoing~~completion ~~and upon conversion~~ of the ~~founder~~ ~~shares.~~Initial ~~Further,~~Public ~~pursuant~~Offering. toTWOA anborrowed ~~agreement~~approximately to$81,000 beunder ~~entered into on or prior to~~ the ~~closing~~Pre-IPO ofNote ~~our initial public offering, our sponsor, upon~~ and ~~following consummation of an initial business combination, will be entitled to nominate three individuals for appointment to~~repaid ~~our board of directors, as long as~~ the ~~sponsor~~Pre-IPO ~~holds~~Note ~~any~~in ~~securities~~full ~~covered~~on byApril ~~the~~5, ~~registration~~2021. ~~and~~No ~~shareholder~~additional ~~rights~~borrowing ~~agreement, which~~ is ~~described~~available under the ~~section of this report entitled “Description of Securities~~Pre-~~Registration~~IPO ~~and Shareholder Rights~~Note.”

~~Our~~Working ~~sponsor~~Capital has indicated a potential interest to purchase our shares in a private placement that would occur concurrently with the consummation of our initial business combination. It is expected that the capital from any such private placement, if made, would be used as part of the consideration to the sellers in our initial business combination, and any excess capital from any such private placement would be used for working capital in the post-transaction company. Sponsor is under no obligation to buy any such shares and we are not under any obligation to sell any such shares. Such investment would be made on terms and conditions determined at the time of the business combination.Loans

~~Policy~~In ~~for~~addition, ~~Approval~~in order to finance transaction costs in connection with a Business Combination, the Original Sponsor, the Sponsor, any of their ~~Related~~affiliates, ~~Party~~or ~~Transactions~~certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (Working Capital Loans). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into private placement shares at a price of $10.00 per share. On August 7, 2023, the Company issued the Working Capital Note to the Sponsor in an amount up to $1,500,000, of which approximately $668,000 had previously been advanced by the Sponsor. The Working Capital Note accrues no interest and is payable upon the consummation of the initial business combination or the date of the liquidation of the Company. As of December 31, 2023 and 2022, there was $1,500,000 and $0 advanced by the Sponsor or Original Sponsor under Working Capital Loans or the Working Capital Note, respectively. In addition, as of December 31, 2023 and 2022, there were $241,414 and $0 of due to related party advanced by the Sponsor to further support the Company’s working capital needs, respectively. On February 9, 2024, the Company amended and restated the Working Capital Note to increase the principal amount from $1,500,000 to $3,000,000.

The audit committee of our board of directors operates pursuant to a charter, that provides for the review, approval and/or ratification of “related party transactions,” which are those transactions required to be disclosed pursuant to Item 404 of Regulation S-K as promulgated by the SEC, by the audit committee. At its meetings, the audit committee is provided with the details of each new, existing, or proposed related party transaction, including the terms of the transaction, any contractual restrictions that the company has already committed to, the business purpose of the transaction, and the benefits of the transaction to the company and to the relevant related party. Any member of the committee who has an interest in the related party transaction under review by the committee shall abstain from voting on the approval of the related party transaction, but may, if so requested by the chairman of the committee, participate in some or all of the committee’s discussions of the related party transaction. Upon completion of its review of the related party transaction, the committee may determine to permit or to prohibit the related party transaction.44

Registration Rights

The holders of Founder Shares, Private Placement Shares, and Class A Ordinary Shares that may be issued upon conversion of Working Capital Loans were entitled to registration rights pursuant to a registration rights agreement signed upon consummation of the Initial Public Offering. These holders were entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, these holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. We will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriter was entitled to an underwriting discount of $0.20 per share, or $4.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per share, or approximately $7.0 million in the aggregate will be payable to the underwriter for deferred underwriting commissions. The deferred fee was to become payable to the underwriter from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.

The underwriter partially exercised the over-allotment option and was entitled to an additional fee of approximately $755,000 (net of a required reimbursement from the underwriter), of which approximately $503,000 was for deferred underwriting commissions fees. On February 14, 2023, Citi waived any rights to receive the deferred underwriting commissions. and it has ceased its involvement in TWOA’s initial business combination.

Administrative Support Agreement

On March 29, 2021, the Company entered into that the Administrative Services Agreement with the Original Sponsor pursuant to which, commencing on the date the Company’s securities were first listed on the NYSE, the Company agreed to pay the Original Sponsor a total of $10,000 per month for office space, secretarial and administrative services. On March 31, 2023, pursuant to an assignment and assumption agreement, the Original Sponsor assigned the Administrative Services Agreement to the Sponsor. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. During the years ended December 31, 2023 and 2022, the Company incurred $120,000 and $120,000 in expenses for these services, respectively, which are included in administrative expenses-related party on the accompanying statements of operations. No amount was due as of December 31, 2023 and 2022.

Related Person Transaction Policy

A “related person transaction” is a transaction, arrangement or relationship in which TWOA or any of its subsidiaries was, is or will be a participant, the amount of which involved exceeds $120,000, and in which any related person had, has or will have a direct or indirect material interest. A “related person” means:

	●	any person who is, or at any time during the applicable period was, one of TWOA’s executive officers or one of TWOA’s directors;
	●	any person who is known by TWOA to be the beneficial owner of more than 5% of TWOA’s voting shares;
	●	any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother- in-law or sister-in-law of a director, executive officer or a beneficial owner of more than 5% of TWOA’s voting shares, and any person (other than a tenant or employee) sharing the household of such director, executive officer or beneficial owner of more than 5% of TWOA’s voting shares; and
	●	any firm, corporation or other entity in which any of the foregoing persons is a partner or principal, or in a similar position, or in which such person has a 10% or greater beneficial ownership interest.

Pursuant to TWOA’s audit committee charter, the audit committee is responsible for reviewing related party transactions.

Item 14.

Principal Accountant Fees and Services

The following is a summary of fees paid to WithumSmith+Brown, PC, for services rendered.

Audit Fees. Audit fees consist of fees billed for professional services rendered for the audit for the ~~year~~years ended December 31, ~~2022~~2023 and ~~for~~2022 ~~the period from January 15, 2021 (inception) through December 31, 2021~~ financial statements, reviews of our quarterly financial statements and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings. The aggregate fees billed by WithumSmith+Brown, PC for audit fees, inclusive of required filings with the SEC for the year ended December 31, ~~2022~~2023 and ~~for the period from January 15~~2022, ~~2021 (inception) through December 31, 2021,~~ including the services rendered in ~~connection~~ connection with our initial public offering, totaled $65127,~~500~~040 and $~~119~~65,~~260~~500, respectively.

Audit-Related Fees. Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of the ~~year~~years ended December 31, ~~2022~~2023 and ~~for~~2022 ~~the period from January 15, 2021 (inception) through December 31, 2021~~ financial statements are not reported under “Audit Fees.” For the ~~the~~years ~~year~~ ended December 31, ~~2022~~2023 and ~~for the period from January 15~~2022, ~~2021 (inception) through December 31, 2021,~~ WithumSmith+Brown, PC did not render such services.

Tax Fees. Tax fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice. For the ~~year~~years ended December 31, ~~2022~~2023 and ~~for the period from January 15~~2022, ~~2021 (inception) through December 31, 2021,~~ WithumSmith+Brown, PC did not render such services.

All Other Fees. All other fees consist of fees billed for all other services. For the ~~year~~years ended December 31, ~~2022~~2023 and ~~for the period from January 15~~2022, ~~2021 (inception) through December 31, 2021,~~ WithumSmith+Brown, PC did not render any of these other services.

6945

PART IV

Item 15.

Exhibits, Financial Statement Schedules

(a) The following documents are filed as part of this ~~Annual Report~~report:

		(1)	Financial Statements

		(2)	Exhibits

We hereby file as part of this ~~Annual~~report ~~Report~~ the exhibits listed in the attached Exhibit Index.

Exhibit No.		Description
1.1		Underwriting Agreement, dated March 29, 2021, between the Company and Citigroup Global Markets, Inc.(1)
2.1		Business Combination Agreement, dated as of August 15, 2023, by and among two, LatAm Logistic Properties S.A., and, by a joinder agreement, each of Logistic Properties of the Americas and Logistic Properties of the Americas Subco (incorporated by reference to Exhibit 2.1 to two’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 21, 2023).
3.1		Amended and Restated Memorandum and Articles of Association. of two (incorporated by reference to Exhibit 3.1 to two’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 2, 2021).
4.1		Form of Specimen Ordinary Share Certificate.(2)
3.2		Amendment to the Amended and Restated Memorandum and Articles of Association of two (incorporated by reference to Exhibit 3.1 to two’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 15, 2023).
4.4		Description of Securities.*
3.3		Amendments to the Amended and Restated Memorandum and Articles of Association of two (incorporated by reference to Exhibit 3.1 to two’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 5, 2024).
10.1		Promissory Note, dated as of January 21, 2021, issued to two sponsor.(2)
4.1		Specimen Class A Ordinary Share Certificate of two (incorporated by reference to Exhibit 4.1 to two’s Registration Statement on Form S-1 (File No. 333-253802), filed with the Securities and Exchange Commission on March 17, 2021).
10.2		Letter Agreement by and between the Company and its initial shareholders, dated as of March 29, 2021. (1)
4.2*		Description of Securities.
10.3		Investment Management Trust Agreement, dated as of March 29, 2021, between the Company and Continental Stock Transfer & Trust Company, as trustee agent.(1)
10.1		Letter Agreement, dated March 29, 2021, among two, two sponsor and each of the executive officers and directors of two (incorporated by reference to Exhibit 10.1 to two’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 2, 2021).
10.4		Registration Rights Agreement, dated as of March 29, 2020, between the Company and the Sponsor.(2)
10.2		Investment Management Trust Agreement, dated March 29, 2021, between two and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.2 to two’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 2, 2021).
10.5		Securities Subscription Agreement, dated as of January 21, 2021, by and between the Company and two sponsor.(1)
10.3		Registration Rights Agreement, dated March 29, 2021, among two, two sponsor and certain shareholders (incorporated by reference to Exhibit 10.3 to two’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 2, 2021).
10.6		Administrative Support Agreement, dated March 29, 2021, by and between the Company and two sponsor.(1)
10.4		Form of Indemnity Agreement of two (incorporated by reference to Exhibit 10.4 to two’s Registration Statement on Form S-1(File No. 333-253802), filed with the Securities and Exchange Commission on March 17, 2021).
10.7		Form of Indemnity Agreement by and between the Company and each of the officers and directors of the Company.(2)
10.5		Private Placement Shares Purchase Agreement, dated March 29, 2021, between two and the two sponsor (incorporated by reference to Exhibit 10.4 to two’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 2, 2021).
14.1		Form of Code of Ethics and Business Conduct. (2)
10.6		Administrative Services Agreement, dated March 29, 2021, between two and two sponsor (incorporated by reference to Exhibit 10.5 to two’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 2, 2021).
31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
10.7		Voting Agreement, dated August 15, 2023, by and among two, LatAm Logistic Properties S.A., and JREP I Logistics Acquisition, L.P. (incorporated by reference to Exhibit 10.1 to two’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 21, 2023).
31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
10.8		Lock-Up Agreement, dated August 15, 2023, by and among two, JREP I Logistics Acquisition, L.P., and, by a joinder agreement, Logistic Properties of the Americas (incorporated by reference to Exhibit 10.2 to two’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 21, 2023).
32.1		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
10.9		Amendment to Letter Agreement made and entered into as of August 15, 2023, by and among two, HC PropTech Partners III, LLC, two sponsor, and each of the shareholders of two listed on the signature pages thereto, and, by a joinder agreement, Logistic Properties of the Americas (incorporated by reference to Exhibit 10.3 to two’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 21, 2023).
32.2		Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
10.10		Sponsor Letter Agreement, dated August 15, 2023, by and among HC PropTech Partners III, LLC, LatAm Logistic Properties S.A., and, by a joinder agreement, Logistic Properties of the Americas (incorporated by reference to Exhibit 10.4 to two’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 21, 2023).
101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
10.11		Form of Non-Redemption Agreement, by and between two and two sponsor (incorporated by reference to Exhibit 10.1 to two’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 27, 2023).
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
10.12		Promissory Note, dated as of August 7, 2023, issued by two to HC PropTech Partners III, LLC (incorporated by reference to Exhibit 10.5 to two’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 13, 2023).
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
10.13		Promissory Note, dated as of December 29, 2023, issued by two to HC PropTech Partners III LLC(incorporated by reference to Exhibit 10.1 to two’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 5, 2024).
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
10.14*		Amended and Restated Promissory Note, dated as of February 9, 2024, issued by two to HC PropTech Partners III LLC.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
14.1		Form of Code of Ethics and Business Conduct (incorporated by reference to two’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on March 2, 2021).
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
31.1*		Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
31.2*		Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of the Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification of the Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97.1*		Executive Compensation Clawback Policy, effective November 30, 2023.
101.INS*		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	Filed herewith.
(1)	Incorporated by reference to the registrant’s Registration Statement on Form S-1/A, filed with the SEC on March 23, 2021.
(2)	Incorporated by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on April 2, 2021.

*	Filed herewith.
**	Furnished herewith.

Item 16.

Form 10-K Summary

None.

7046

INDEX TO FINANCIAL STATEMENTS

	Page
	Page No.
Report of Independent Registered Public Accounting Firm	F-2
Report of Independent Registered Public Accounting Firm (PCAOB ID #100)	F-2
Balance Sheets as of December 31, 2022 and 2021	F-3
Balance Sheets as of December 31, 2023 and 2022	F-3
Statements of Operations for the year ended December 31, 2022 and for the period from January 15, 2021 (inception) through December 31, 2021	F-4
Statements of Operations for the Years Ended December 31, 2023 and 2022	F-4
Statements of Changes in Shareholder’s Deficit for the year ended December 31, 2022 and for the period from January 15, 2021 (inception) through December 31, 2021	F-5
Statements of Changes in Shareholders’ Deficit for the Years Ended December 31, 2023 and 2022	F-5
Statements of Cash Flows for the year ended December 31, 2022 and for the period from January 15, 2021 (inception) through December 31, 2021	F-6
Statements of Cash Flows for the Years Ended December 31, 2023 and 2022	F-6
Notes to Financial Statements	F-7

F-1

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of two:

two

Opinion on the Financial Statements

We have audited the accompanying balance sheets of two (the “Company”) as of December 31, ~~2022~~2023 and ~~2021~~2022, the related statements of operations, changes in shareholders’ deficit, and cash flows for the ~~year~~years ended December 31, ~~2022~~2023 and ~~for the period from January 15~~2022, ~~2021 (inception) through December 31, 2021~~ and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2022~~2023 and ~~2021~~2022, and the results of its operations and its cash flows for the ~~year~~years ended December 31, ~~2022~~2023 and ~~the~~2022 ~~period from January 15, 2021 (inception) through December 31, 2021~~ in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, if the Company is unable to raise additional funds to alleviate liquidity needs and complete a business combination by ~~April~~July 1, ~~2023~~2024 then the Company will cease all operations except for the purpose of liquidating. The liquidity condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ WithumSmith+Brown, PC

We have served as the Company’s auditor since 2021.

New York, New York

~~March~~February 2714, ~~2023~~2024

PCAOB ID Number 100

F-2

TWO

BALANCE SHEETS

	2022			2021
	December 31,
	2022			2021
	2023			2022
Assets
ASSETS
Current assets:
Cash	$	~~336~~57,~~252~~569		$	~~983~~336,~~362~~252
Prepaid expenses		864,~~399~~499			~~412~~86,~~025~~399
Total current assets		~~422~~62,~~651~~068			1422,~~395,387~~651
Investments held in Trust Account		~~217~~53,~~265~~187,~~704~~730			~~214~~217,~~410~~265,~~557~~704
Total Assets	$	~~217~~53,~~688~~249,~~355~~798		$	~~215~~217,~~805~~688,~~944~~355
Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit
LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	195,~~991~~226		$	~~163~~1,~~300~~991
Accrued expenses		~~608~~1,~~096~~299,147			61608,~~599~~096
Total current liabilities		610,087			224,899
Notes payable-related party		1,500,000			-
Deferred underwriting commissions		7,503,125			7,503,125
Advances from sponsor		241,414			-
Total liabilities		8,113,212			7,728,024
Class A ordinary shares tendered for redemption, 808,683 shares at approximately $10.64 per share to be paid out of Trust Account (Note 1)		8,605,678			-
Total current liabilities		11,741,465			610,087
Deferred underwriting commissions		-			7,503,125
Total liabilities		11,741,465			8,113,212
Commitments and Contingencies		-			-
Class A ordinary shares subject to possible redemption, $0.0001 par value; 21,437,500 shares at approximately $10.13 and $10.00 per share at redemption value December 31, 2022 and 2021, respectively		217,165,704			214,375,000
Class A ordinary shares subject to possible redemption, $0.0001 par value; 4,191,330 and 21,437,500 shares at $10.61 and $10.13 per share at December 31, 2023 and 2022, respectively		44,482,052			217,165,704
Shareholders’ Deficit:
Shareholders’ deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding at December 31, 2022 and 2021		-			-
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding at December 31, 2023 and 2022		-			-
Class A ordinary shares, $0.0001 par value; 400,000,000 shares authorized; none and 628,750 shares issued and outstanding (excluding 21,437,500 shares subject to possible redemption) at December 31, 2022 and 2021, respectively		-			63
Class A ordinary shares, $0.0001 par value; 400,000,000 shares authorized; none issued or outstanding (excluding 4,191,330 and 21,437,500 shares subject to possible redemption at December 31, 2023 and 2022, respectively)		-			-
Class B ordinary shares, $0.0001 par value; 10,000,000 shares authorized; 5,359,375 shares issued and outstanding at December 31, 2022 and 2021		536			536
Class B ordinary shares, $0.0001 par value; 10,000,000 shares authorized; 5,359,375 shares issued and outstanding at December 31, 2023 and 2022		536			536
Ordinary shares		536			536
Common stock, value		536			536
Additional paid-in capital		-			-
Accumulated deficit		(72,~~591~~974,~~097~~255	)		(67,~~297~~591,~~679~~097	)
Total shareholders’ deficit		(72,~~590~~973,~~561~~719	)		(67,~~297~~590,~~080~~561	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	$	217,688,355		$	215,805,944
Total Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit	$	53,249,798		$	217,688,355

The accompanying notes are an integral part of these financial statements.

F-3

TWO

STATEMENTS OF OPERATIONS

	For The Year Ended December 31, 2022			For The Period From January 15, 2021 (inception) through December 31, 2021
	For The Years Ended December 31,
General and administrative expenses	$	1,237,924		$	688,440
	2023			2022
Administrative expenses - related party		120,000			90,000
General and administrative expenses	$	2,766,283		$	1,237,924
Loss from operations		(1,357,924	)		(778,440	)
Administrative expenses-related party		120,000			120,000
Income from investments held in Trust Account		2,855,147			35,557
General and administrative expenses		120,000			120,000
Net income (loss)	$	1,497,223		$	(742,883	)
Loss from operations		(2,886,283	)		(1,357,924	)
Weighted average shares outstanding of Class A ordinary shares, basic and diluted		22,062,805			17,238,244
Gain on investments (net), dividends and interest, held in Trust Account		4,158,794			2,855,147
Basic and diluted net income (loss) per share, Class A ordinary shares	$	0.05		$	(0.03	)
Net income	$	1,272,511		$	1,497,223
Weighted average shares outstanding of Class B ordinary shares, basic and diluted		5,359,375			5,198,616
Weighted average shares outstanding of Class A ordinary shares subject to possible redemption, basic and diluted		9,001,411			22,062,805
Basic and diluted net income (loss) per share, Class B ordinary shares	$	0.05		$	(0.03	)
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.09		$	0.05
Weighted average shares outstanding of Class B non-redeemable ordinary shares, basic and diluted		5,359,375			5,359,375
Basic and diluted net income per share, Class B non-redeemable ordinary shares	$	0.09		$	0.05

The accompanying notes are an integral part of these financial statements.

F-4

TWO

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

For the ~~Year~~Years Ended December 31, ~~2022~~2023 and ~~For the Period From January 15, 2021 (inception) Through December 31, 2021~~2022

	Shares			Amount			Shares			Amount			Capital			Deficit			Deficit
	Ordinary Shares												Additional						Total
	Class A						Class B						Paid-inIn			Accumulated			Shareholders’
	Shares			Amount			Shares			Amount			Capital			Deficit			Deficit
Balance - January 15, 2021 (inception)		-		$	-			-		$	-		$	-		$	-		$	-
Balance as of January 1, 2022		628,750		$	63			5,359,375		$	536		$	-		$	(6,297,679	)	$	(6,297,080	)
Issuance of Class B ordinary shares to Sponsor		-			-			5,750,000			575			24,425			-			25,000
Sale of Class A private placement shares to Sponsor in private placement		628,750			63			-			-			6,287,437			-			6,287,500
Forfeiture of Class B ordinary shares		-			-			(390,625	)		(39	)		39			-			-
Accretion of Class A ordinary shares subject to possible redemption		-			-			-			-			(6,311,901	)		(5,554,796	)		(11,866,697	)
Net loss		-			-			-			-			-			(742,883	)		(742,883	)
Balance - December 31, 2021		628,750			63			5,359,375			536			-			(6,297,679	)		(6,297,080	)
Forfeiture of Class A private placement shares		(628,750	)		(63	)		-			-			63			-			-
Increase in redemption value of Class A ordinary shares subject to possible redemption		-			-			-			-			(63	)		(2,790,641	)		(2,790,704	)
Remeasurement of Class A ordinary shares to redemption value		-			-			-			-			(63	)		(2,790,641	)		(2,790,704	)
Net income		-			-			-			-			-			1,497,223			1,497,223
Net income (loss)		-			-			-			-			-			1,497,223			1,497,223
Balance as of December 31, 2022		-			-			5,359,375			536		$	-			(7,591,097	)		(7,590,561	)
Balance - December 31, 2022		-		$	-			5,359,375		$	536		$	-		$	(7,591,097	)	$	(7,590,561	)
Balance		-		$	-			5,359,375		$	536		$	-		$	(7,591,097	)	$	(7,590,561	)
Deferred underwriting fee waiver		-			-			-			-			-			7,503,125			7,503,125
Remeasurement of Class A ordinary shares to redemption value		-			-			-			-			-			(4,158,794	)		(4,158,794	)
Net income		-			-			-			-			-			1,272,511			1,272,511
Balance as of December 31, 2023		-		$	-			5,359,375		$	536		$	-		$	(2,974,255	)	$	(2,973,719	)
Balance		-		$	-			5,359,375		$	536		$	-		$	(2,974,255	)	$	(2,973,719	)

The accompanying notes are an integral part of these financial statements.

F-5

TWO

STATEMENTS OF CASH FLOWS

	For The Year Ended December 31, 2022			For The Period From January 15, 2021 (inception) through December 31, 2021
	2023			2022
Cash Flows from Operating Activities:
Cash Flows from Operating Activities
Net income (loss)	$	1,497,223		$	(742,883	)
Net income	$	1,272,511		$	1,497,223
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Adjustments to reconcile net income to net cash used in operating activities:
General and administrative expenses paid by related party in exchange for issuance of Class B ordinary shares		-			25,000
Gain on investments (net), dividends and interest, held in Trust Account		(4,158,794	)		(2,855,147	)
Income from investments held in Trust Account		(2,855,147	)		(35,557	)
Changes in operating assets and liabilities:
Prepaid expenses		325,626			(412,025	)
Prepaid expenses and other assets		81,900			325,626
Accounts payable		~~(76~~93,~~309~~235	)		78(76,~~300~~309	)
Accrued expenses		~~546~~691,~~497~~051			61546,~~599~~497
Net cash used in operating activities		(~~562~~2,~~110~~020,097	)		(1562,~~025,566~~110	)
Cash Flows from Investing Activities
Cash deposited in Trust Account		-			(214,375,000	)
Trust Account withdrawal - redemption		168,236,768			-
Cash used in investing activities		-			(214,375,000	)
Net cash provided by investing activities		168,236,768			-
Cash Flows from Financing Activities:
Cash Flows from Financing Activities
Repayment of note payable to related party		-			(80,693	)
Redemption of 16,437,487 Class A ordinary shares		(168,236,768	)		-
Proceeds received from initial public offering, gross		-			214,375,000
Proceeds from notes payable - related party working capital loan		1,500,000			-
Proceeds received from private placement		-			6,287,500
Proceeds from advances from sponsor		241,414			-
Offering costs paid, net of reimbursement from underwriter		~~(85,000~~-	)		(485,~~197,879~~000	)
Net cash (used in) provided by financing activities		(85,000	)		216,383,928
Net cash used in financing activities		(166,495,354	)		(85,000	)
Net change in cash		(~~647~~278,~~110~~683	)		~~983~~(647,~~362~~110	)
Cash - beginning of the period		983,362			-
Cash - beginning of year		336,252			983,362
Cash - end of the period	$	336,252		$	983,362
Cash - end of year	$	57,569		$	336,252
Supplemental disclosure of non-cash investing and financing activities:
Supplemental disclosure of noncash investing and financing activities:
Offering costs included in accrued expenses	$	-		$	85,000
Deferred underwriting fees payable	$	(7,503,125	)	$	-
Offering costs paid by related party under promissory note	$	-		$	80,693
Class A shares tendered for redemption	$	8,605,678		$	-
Deferred underwriting commissions in connection with the initial public offering	$	-		$	7,503,125

The accompanying notes are an integral part of these financial statements.

F-6

~~Note 1-Description of Organization, Business Operations and Basis of Presentation~~TWO

~~two~~NOTES ~~(the~~TO ~~“Company”)~~FINANCIAL was incorporated as a Cayman Islands exempted company on January 15, 2021 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.STATEMENTS

AsDECEMBER ~~of December~~ 31, 2022, the Company had not commenced any operations. All activity for the period from January 15, 2021 (inception) through December 31, 2022 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and since the Initial Public Offering, the search for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income from investments in the Trust Account derived from the proceeds of the Initial Public Offering.2023

~~The~~Note Company’s sponsor is two sponsor, a Cayman Islands exempted limited company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective March 29, 2021. On April 1, 2021, the Company consummated its Initial Public Offering of 20,000,000 Class A ordinary shares (the “Public Shares”), at an offering price of $10.00 per Public Share, generating gross proceeds of $200.0 million, and incurring offering costs of approximately $11.1 million (net of a required reimbursement from the underwriter), of which $7.0 million was for deferred underwriting commissions (see Note 5). The underwriter was granted a 45-~~day option~~Description ~~from the date~~ of ~~the~~Organization final prospectus relating to the Initial Public Offering to purchase up to 3,000,000 additional shares to cover over-allotments, if any, at $10.00 per share. The underwriter partially exercised the over-allotment option and onBusiness April 13, 2021 purchased an additional 1,437,500 Class A ordinary shares (the “Additional Shares”), generating gross proceeds of approximately $14.4 million (the “Over-Allotment”), and the Company incurred additional offering costs of approximately $755,000 (net of a required reimbursement from the underwriter), of which approximately $503,000 was for deferred underwriting fees.Operations

~~Simultaneously~~two ~~with~~ (the ~~closing of the Initial Public Offering, the Company consummated the private placement (~~“~~Private Placement~~Company”) ofwas ~~600,000 Class~~incorporated Aas ~~ordinary shares (the “Private Placement Shares”), at~~ a ~~price~~Cayman ofIslands ~~$10.00~~exempted ~~per~~company ~~Private~~on ~~Placement~~January ~~Share to the Sponsor~~15, ~~generating~~ ~~gross~~2021 ~~proceeds~~for ~~of approximately $6.0 million (see Note 4). Simultaneously with~~ the ~~closing~~purpose of ~~the~~effecting ~~Over-Allotment on April~~a 13merger, ~~2021~~share exchange, ~~the~~asset ~~Company~~acquisition, ~~consummated~~share ~~the second closing of the Private Placement~~purchase, ~~resulting~~reorganization inor ~~the~~similar ~~purchase~~business ofcombination anwith ~~aggregate~~one ofor anmore ~~additional~~businesses ~~28,750~~or ~~Private~~entities ~~Placement Shares by~~ (the ~~Sponsor,~~“Business ~~generating~~Combination”). ~~gross~~The ~~proceeds to the~~ Company ofis ~~$287,500.~~an Onemerging ~~December~~growth ~~30,~~company ~~2022~~and, ~~the~~as ~~Company’s Sponsor unconditionally and irrevocably forfeited all 628~~such,~~750~~ ~~Private Placement Shares to~~ the Company ~~for~~is nosubject to ~~value~~all ~~and~~of the ~~Company~~risks ~~cancelled the~~associated ~~Private~~with ~~Placement~~emerging ~~Shares~~growth ~~effective as of the same date~~companies.

~~Upon~~As ~~the closing~~ of ~~the~~December ~~Initial~~31, ~~Public Offering the Over-Allotment~~2023, ~~and~~ the ~~Private~~Company ~~Placements,~~had ~~approximately~~not ~~$214.4~~commenced ~~million~~any ~~($10~~operations.00 ~~per~~All ~~share) of~~activity ~~the~~for ~~net proceeds of~~ the ~~sale~~period offrom ~~the~~January ~~Public~~15, ~~Shares~~2021 in(inception) ~~the~~through December ~~Initial~~31, ~~Public~~2023 ~~Offering~~relates ~~and~~to of the ~~Private~~Company’s ~~Placement~~formation ~~Shares~~and in the ~~Private Placement~~initial ~~were~~public ~~placed~~offering ~~in a trust account~~ (~~“Trust Account”), located in~~ the ~~United~~“Initial ~~States~~Public ~~with Continental Stock Transfer~~Offering”) &described ~~Trust Company acting as trustee~~below, and ~~will~~since ~~invest~~the ~~only~~Initial inPublic ~~United~~Offering, ~~States “government securities” within~~ the ~~meaning~~search ~~of Section~~for 2(a~~)(16)~~ ofBusiness ~~the~~Combination. ~~Investment~~The Company ~~Act~~will ofnot ~~1940,~~generate asany ~~amended~~operating revenues ~~(the~~until ~~“Investment~~after ~~Company~~the ~~Act”),~~completion ~~having a maturity~~ of ~~185 days~~its orinitial ~~less~~Business orCombination, inat ~~money~~the ~~market~~earliest. ~~funds~~The ~~meeting~~Company ~~certain~~generates ~~conditions under Rule 2a~~non-7operating ~~promulgated under the Investment Company Act that invest~~income ~~only~~from investments in ~~direct~~a ~~U.S.~~trust ~~government~~account ~~treasury~~(“Trust ~~obligations,~~Account”) ~~until~~derived ~~the~~from ~~earlier of: (i)~~ the ~~completion~~proceeds of ~~a Business Combination and (ii)~~ the ~~distribution~~ ofInitial ~~the~~Public ~~Trust Account as described below~~Offering.

The Company’s ~~management~~sponsor ~~has~~was ~~broad~~originally ~~discretion~~two ~~with~~sponsor, ~~respect~~a toCayman ~~the~~Islands ~~specific~~exempted ~~application~~limited ofcompany (the ~~net~~“Original ~~proceeds~~Sponsor”), ofuntil March ~~the~~31, ~~Initial~~2023 ~~Public Offering~~ and has been HC PropTech Partners III LLC (the ~~sale~~“New ofSponsor”) ~~Private~~since ~~Placement~~March ~~Shares~~31, ~~although~~2023. ~~substantially~~The ~~all~~registration ofstatement for the ~~net~~Company’s ~~proceeds~~Initial ~~are~~Public ~~intended~~Offering towas bedeclared ~~applied~~effective ~~generally~~March ~~toward~~29, 2021. On April 1, 2021, the Company consummated its ~~consummating~~Initial aPublic ~~Business~~Offering ~~Combination.~~of ~~There~~20,000,000 isClass noA ~~assurance~~ordinary ~~that~~shares (the ~~Company~~“Public ~~will~~Shares”), beat ~~able~~an tooffering ~~complete~~price aof ~~Business~~$10.00 ~~Combination~~per ~~successfully.~~Public ~~The~~Share, ~~Company~~generating ~~must~~gross ~~complete~~proceeds ~~one~~of or$200.0 ~~more~~million, ~~initial~~and ~~Business~~incurring ~~Combinations~~offering ~~having~~costs anof ~~aggregate~~approximately ~~fair~~$11.1 ~~market~~million ~~value~~(net of ata ~~least~~required ~~80%~~reimbursement from of the ~~assets held~~underwriter), inof ~~the~~which ~~Trust~~$7.0 ~~Account~~million ~~(excluding~~was ~~the~~for deferred underwriting commissions ~~and~~(see ~~taxes~~Note ~~payable~~5). onThe ~~income~~underwriter ~~earned~~was ongranted ~~the~~a ~~Trust~~45-day option ~~Account)~~from at the ~~time~~date of the ~~agreement~~final toprospectus ~~enter~~relating ~~into~~to the ~~initial~~Initial ~~Business~~Public ~~Combination.~~Offering ~~However,~~to ~~the~~purchase ~~Company~~up ~~will~~to ~~only~~3,000,000 ~~complete~~additional ashares ~~Business Combination~~to cover over-allotments, if any, at $10.00 per share. The underwriter partially exercised the ~~post~~over-~~transaction~~allotment ~~company~~option ~~owns~~and oron ~~acquires~~April ~~50%~~13, or2021, purchased ~~more~~an ofadditional ~~the~~1,437,500 ~~outstanding~~Class ~~voting~~A ~~securities~~ordinary ofshares (the ~~target~~“Additional orShares”), ~~otherwise~~generating ~~acquires~~gross proceeds of approximately a$14.4 ~~controlling~~million ~~interest~~(the in“Over-Allotment”), and the ~~target~~Company ~~sufficient~~incurred ~~for~~additional itoffering ~~not~~costs toof beapproximately $755,000 (net of a required toreimbursement ~~register~~from asthe anunderwriter), ~~investment~~of ~~company~~which ~~under~~approximately ~~the~~$503,000 ~~Investment~~was ~~Company Act~~for deferred underwriting fees.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 600,000 Class A ordinary shares (the “Private Placement Shares”), at a price of $10.00 per Private Placement Share to the Original Sponsor, generating gross proceeds of approximately $6.0 million (see Note 4). Simultaneously with the closing of the Over-Allotment on April 13, 2021, the Company consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 28,750 Private Placement Shares by the Original Sponsor, generating gross proceeds to the Company of $287,500. On December 30, 2022, the Original Sponsor unconditionally and irrevocably forfeited all 628,750 Private Placement Shares to the Company for no value and the Company cancelled the Private Placement Shares effective as of the same date.

Upon the closing of the Initial Public Offering, the Over-Allotment and the Private Placement, $214.4 million ($10.00 per share) of the net proceeds of the sale of the Public Shares in the Initial Public Offering and of the Private Placement Shares in the Private Placement were placed in the Trust Account located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and were originally invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligations and later moved to cash demand accounts, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

F-7

The Company will provide its holders of its Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially at $10.00 per Public Share). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 5). These Public Shares have been classified as temporary equity in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 and the approval of an ordinary resolution. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to an Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4), Private Placement Shares and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. Subsequent to the consummation of the Initial Public Offering, the Company will adopt an insider trading policy which will require insiders to (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and (ii) to clear all trades with the Company’s legal counsel prior to execution. In addition, the initial shareholders agreed to waive their redemption rights with respect to their Founder Shares, Private Placement Shares and Public Shares in connection with the completion of a Business Combination.TWO

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2023

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Shares, although substantially all of the net proceeds were intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

The Company will provide its holders of its Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially at $10.00 per Public Share). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company to the underwriter, as such commissions were waived by the underwriter on February 14, 2023 (as discussed in Note 5). These Public Shares have been classified as temporary equity in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 and the approval of an ordinary resolution. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to an Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4), Private Placement Shares and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial shareholders agreed to waive their redemption rights with respect to their Founder Shares, Private Placement Shares and Public Shares in connection with the completion of a Business Combination.

Notwithstanding the foregoing, the Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company.

The Company’s Sponsor, officers and directors (the “initial shareholders”) agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (A) that would modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial business combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering, or April 1, 2023 (the “Combination Period”) or (B) with respect to any shareholders’ rights prior to the initial Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment.

If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

F-8

The Sponsor, officers and directors agreed to waive their liquidation rights with respect to the Founder Shares and any Private Placement Shares they hold if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders or members of the Company’s management team acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriter agreed to waive their rights to its deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.TWO

~~Liquidity~~NOTES ~~and~~TO ~~Capital~~FINANCIAL ~~Resources~~STATEMENTS

AsDECEMBER ~~of December~~ 31, ~~2022, the Company had approximately $336,000 in its operating bank account and a working deficit of approximately $187,000.~~2023

The ~~Company’s~~Original ~~liquidity~~Sponsor, ~~needs~~the toNew ~~date have been satisfied through $25~~Sponsor,~~000~~ ~~paid~~and by the ~~Sponsor~~Company’s toofficers ~~cover~~and ~~certain~~directors ~~expenses in exchange for~~ (the ~~issuance~~“initial ofshareholders”) ~~the~~agreed ~~Founder~~not to ~~Shares,~~propose aan ~~loan~~amendment ~~of approximately $81,000 from the Sponsor pursuant~~ to the ~~Note~~Amended ~~(as~~and ~~defined~~Restated inMemorandum ~~Note 4),~~ and ~~the~~Articles ~~proceeds from the consummation~~ of ~~the~~Association ~~Private~~(A) ~~Placement~~that ~~not~~would ~~held~~modify in the ~~Trust~~substance ~~Account~~or timing of ~~$2.5 million (net of a required reimbursement from~~ the ~~underwriter). The~~ Company’s ~~repaid~~obligation ~~the~~to ~~Note~~allow redemption in ~~full~~connection onwith ~~April~~the 5,Company’s ~~2021.~~initial NoBusiness ~~additional~~Combination ~~borrowing~~or isto ~~available under the Note. In~~redeem ~~addition,~~100% inof ~~order~~its toPublic ~~finance~~Shares ~~transaction~~if ~~costs~~the inCompany ~~connection~~does ~~with~~not complete a Business Combination, ~~the~~by ~~Sponsor~~July or1, an2024 ~~affiliate of~~ (the ~~Sponsor,~~“Combination Period”) or ~~certain~~(B) ofwith ~~the~~respect ~~Company’s~~to ~~officers~~any ~~and~~shareholders’ ~~directors~~rights ~~may,~~prior ~~but~~to ~~are~~the ~~not~~initial ~~obligated~~Business toCombination, ~~provide~~unless the Company ~~Working~~provides ~~Capital~~the ~~Loans (as~~Public ~~defined~~Shareholders inwith ~~Note~~the ~~4).~~opportunity Asto ofredeem ~~December~~their ~~31,~~Class ~~2022~~A ~~and~~ordinary ~~2021,~~shares ~~there~~in ~~were~~conjunction nowith ~~Working~~any ~~Capital~~such ~~Loans outstanding~~amendment.

~~Management~~If ~~has~~the ~~determined~~Company ~~that~~is unable to complete a Business Combination within the Combination Period, the Company ~~may~~will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not ~~have~~more ~~sufficient~~than ~~liquidity~~ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to ~~meet~~the ~~its~~aggregate ~~anticipated~~amount ~~obligations~~then ~~through~~on deposit in the ~~earlier~~Trust ofAccount, ~~its~~including ~~consummation~~interest ofearned anon ~~initial~~the ~~business~~funds ~~combination~~held orin ~~its~~the ~~liquidation~~Trust ~~date.~~Account ~~Over~~and ~~this~~not ~~time~~previously ~~period,~~released to the Company ~~will~~to bepay ~~using~~the ~~these~~Company’s ~~funds~~income ~~for~~taxes, ~~paying existing~~if ~~accounts~~any ~~payable,~~(less ~~identifying~~up ~~and~~to ~~evaluating~~$100,000 ~~prospective~~of ~~initial~~interest ~~Business~~to ~~Combination~~pay ~~candidates~~dissolution expenses), ~~performing~~divided ~~due~~by ~~diligence~~the onnumber ~~prospective~~of the then-outstanding Public Shares, which ~~target~~redemption ~~businesses~~will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, ~~paying~~if ~~for~~any); ~~travel~~and ~~expenditures~~(iii) as promptly as reasonably possible following such redemption, ~~selecting~~subject to the ~~target~~approval ~~business~~of tothe ~~merge~~remaining shareholders ~~with~~and orthe ~~acquire~~board of directors, liquidate and ~~structuring~~dissolve, ~~negotiating~~ subject in the case of clauses (ii) and ~~consummating~~(iii) to the ~~Business~~Company’s obligations ~~Combination~~under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

InThe ~~connection~~initial shareholders agreed to waive their liquidation rights with respect to the Founder Shares and any Private Placement Shares they hold if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders or members of the Company’s ~~assessment~~management ofteam ~~going~~acquire ~~concern~~Public ~~considerations~~Shares in ~~accordance~~or ~~with~~after ~~FASB~~the ~~ASC~~Initial ~~Topic~~Public ~~205-40~~Offering, ~~“Presentation~~they will be entitled to liquidating ofdistributions ~~Financial~~from ~~Statements-Going~~the ~~Concern,”~~Trust ~~management~~Account ~~has~~with ~~determined~~respect ~~that~~to such Public Shares if the ~~liquidity~~Company ~~issue~~fails ~~and~~to complete a Business Combination within the ~~mandatory~~Combination ~~liquidation~~Period. ~~and~~The ~~subsequent~~underwriter agreed to waive their rights to its deferred underwriting commission (see Note 5) held in the ~~dissolution~~Trust ~~raises~~Account ~~substantial~~and ~~doubt~~such ~~about~~amounts will be included with the ~~Company’s~~other ~~ability~~funds held in the Trust Account that will be available to ~~continue~~fund asthe aredemption of ~~going~~the ~~concern~~Public Shares. NoIn ~~adjustments~~order ~~have~~to ~~been~~protect ~~made~~the amounts held in the Trust Account, the Original Sponsor and the New Sponsor agreed to be liable to the ~~carrying~~Company ~~amounts~~if ofand ~~assets~~to the extent any claims by a vendor for services rendered or ~~liabilities~~products ~~should~~sold to the Company, beor ~~required~~a toprospective target ~~liquidate~~business ~~after~~with ~~April~~which 1the Company has discussed entering into a transaction agreement, ~~2023.~~reduce ~~The~~the ~~financial~~amount ~~statements~~of funds in the Trust Account. doThis liability will not ~~include~~apply with respect to any ~~adjustment~~claims ~~that~~by ~~might~~a bethird ~~necessary~~party ifwho executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is ~~unable~~deemed to ~~continue~~be asunenforceable against a ~~going~~third ~~concern~~party, the New Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company ~~plans~~seeks to ~~complete~~reduce the possibility that the New aSponsor ~~business~~will ~~combination~~have ~~prior~~to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the ~~mandatory~~Company’s ~~liquidation~~independent ~~date~~registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

On March 31, 2023, the Company held its extraordinary general meeting of shareholders at which the shareholders approved an amendment to the Company’s Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate a Business Combination from April 1, 2023 (the date which was 24 months from the closing date of the Company’s Initial Public Offering) to January 1, 2024 (the date which is 33 months from the closing date of the Initial Public Offering).

F-9

~~Note 2-Summary of Significant Accounting Policies~~TWO

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2023

In connection with the extraordinary general meeting of shareholders, on March 31, 2023, shareholders holding 16,437,487 Class A ordinary shares exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $168.2 million (approximately $10.23 per share) was removed from the Trust Account to pay such holders and approximately $51.2 million remained in the Trust Account. Following the redemptions, the Company had 5,000,013 Class A ordinary shares outstanding.

On March 31, 2023, the Original Sponsor sold 4,854,375 Class B ordinary shares of the Company to the New Sponsor, which became the Company’s sponsor by assuming the rights and obligations of the Original Sponsor to the Company.

On August 15, 2023, the Company announced the execution of a definitive business combination agreement (the “Business Combination Agreement”) with LatAm Logistic Properties S.A., a company incorporated under the laws of Panama (together with its successors, “LLP”), by a joinder agreement, each of Logistic Properties of the Americas, a Cayman Islands exempted company (“Pubco”), and Logistic Properties of the Americas Subco, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco, and upon execution of a joinder agreement, LPA Panama Group Corp., a company incorporated under the laws of Panama to be a wholly-owned subsidiary of Pubco, for a proposed business combination among the parties (the “LLP Transaction”). Pursuant to the Business Combination Agreement, Pubco will become the parent company of each of the Company and LLP following the consummation of the LLP Transaction. The total consideration to be paid by Pubco to LLP’s shareholders at the closing of the LLP Transaction (the “Merger Consideration”) will be an amount equal to $286,000,000. The Merger Consideration will be payable in new Pubco ordinary shares, each valued at a price per share equal to ten U.S. dollars ($10.00). The Business Combination Agreement does not provide for any purchase price adjustments.

On December 29, 2023, the Company held its extraordinary general meeting in lieu of an annual general meeting of shareholders at which the shareholders approved an amendment to the Company’s Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate a Business Combination from January 1, 2024 (the date which was 33 months from the closing date of the Company’s Initial Public Offering) to July 1, 2024 (the date which is 40 months from the closing date of the Initial Public Offering).

In connection with the extraordinary general meeting of shareholders, on December 29, 2023, shareholders holding 808,683 Class A ordinary shares exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $8.6 million (approximately $10.64 per share) would be removed from the Trust Account to pay such holders. As of December 31, 2023, the withdrawal had not been incurred. Following the redemptions, the Company had 4,191,330 Class A ordinary shares outstanding.

On December 29, 2023, the Company issued a promissory note in the aggregate principal amount of up to $440,090 to the New Sponsor, pursuant to which the New Sponsor agreed to loan the Company up to $440,090 in connection with the extension of the Company’s termination date from January 1, 2024 to July 1, 2024. The Company has deposited $146,697 into the Company’s Trust Account for the first two months (commencing on January 2, 2024 through March 1, 2024) and will deposit $73,348 for each of the four subsequent calendar months (commencing on March 2, 2024 and on the 2nd day of each subsequent month) until July 1, 2024, or portion thereof, that is needed to complete an initial Business Combination, for up to an aggregate of $440,090. The note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the Company’s initial Business Combination, and (b) the date of the liquidation of the Company.

F-10

TWO

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2023

Liquidity and Going Concern

As of December 31, 2023, the Company had $57,569 in its operating bank account and a working capital deficit of $3,073,719, excluding Class A ordinary shares tendered for redemption of $8,605,678.

The Company’s original liquidity needs have been satisfied through $25,000 paid by the Original Sponsor to cover certain expenses in exchange for the issuance of the Founder Shares, a loan of approximately $81,000 from the Original Sponsor pursuant to a promissory note for up to $300,000 (the “Pre-IPO Note”), and the proceeds from the consummation of the Private Placement not held in the Trust Account of $2.5 million (net of a required reimbursement from the underwriter). The Company borrowed approximately $81,000 under the Pre-IPO Note and repaid the Pre-IPO Note in full on April 5, 2021. No additional borrowing is available under the Pre-IPO Note. In addition, in order to finance transaction costs in connection with a Business Combination, the Original Sponsor, the New Sponsor, any of their affiliates, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company working capital loans (the “Working Capital Loans”). On August 7, 2023, the Company issued a promissory note to the New Sponsor in an amount up to $1,500,000 (the “Working Capital Note”), which amount had been fully advanced by the New Sponsor as of December 31, 2023. In addition, the New Sponsor advanced the Company $241,414 to further support the Company’s working capital needs during the year ended December 31, 2023. On February 9, 2024, the Company amended and restated the Working Capital Note to increase the principal amount from $1,500,000 to $3,000,000.

Management has determined that the Company may not have sufficient liquidity to meet its anticipated obligations through the earlier of its consummation of an initial Business Combination or its liquidation date. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, and structuring, negotiating and consummating the Business Combination.

In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements—Going Concern,” management has determined that the liquidity issue, timing of the mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after July 1, 2024. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. The Company plans to either complete a Business Combination prior to the mandatory liquidation date or extend such date.

F-11

TWO

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2023

Note 2-Summary of Significant Accounting Policies and Basis of Presentation

Basis of Presentation

The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“~~U.S.~~ GAAP”) for financial information and pursuant to the rules and regulations of the SEC.

Emerging Growth Company

As an emerging growth company, the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s financial ~~statement~~statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of financial statements in conformity with ~~U.S.~~ GAAP requires management to make estimates and assumptions that affect the ~~reported~~ reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, ~~2022~~2023 and ~~2021~~2022.

~~Investments Held in Trust Account~~F-12

The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in the Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.TWO

~~F-10~~NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2023

Investments Held in the Trust Account

The Company’s portfolio of investments was originally comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in gain on investments (net), dividends and interest, held in the Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

In March 2023, the Company instructed the trustee of the Trust Account to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account until the earlier of the consummation of a Business Combination and the liquidation of the Company. The funds were still held in this account as of December 31, 2023.

Concentration of Credit Risk

~~The~~Financial instruments that potentially subject the Company ~~has~~to ~~significant~~concentrations of credit risk consist of cash ~~balances~~accounts atin a financial ~~institutions~~ institution, which, ~~throughout~~at ~~the~~times, ~~year~~may ~~regularly~~ exceed the ~~federally~~Federal ~~insured~~ Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” ~~equal~~equals or ~~approximate~~approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. ~~U.S.~~ GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

F-13

TWO

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2023

●	Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●	Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

●	Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Offering Costs Associated with the Initial Public Offering

Offering costs consist of legal, accounting, and other costs incurred that were directly related to the Initial Public Offering and were charged against the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering.

F-11

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. As part of the Private Placement ~~and Second Private Placement~~, the Company issued 628,750 Private Placement Shares to the Original Sponsor. These Private Placement Shares ~~would~~ were not ~~have been~~ transferable, assignable or salable until 30 days after the completion of the Company’s initial Business Combination. They were also considered non-redeemable and were presented as permanent equity in the Company’s balance sheets. On December 30, 2022, the Original Sponsor unconditionally and irrevocably forfeited all 628,750 Private Placement Shares to the Company for no value and the Company cancelled the Private Placement Shares effective as of the same date. The Company’s Class A ordinary shares sold in the Initial Public Offering feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, ~~2022~~2023 and ~~2021~~2022, 4,191,330 and 21,437,500 Class A ordinary shares, respectively, subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets.

Under ASC 480-10S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering (including the exercise of the over-allotment option), the Company recognized the accretion from initial book value to redemption amount which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Subsequently, the Company recognized changes in the redemption value as an increase in redemption value of Class A ordinary shares subject to possible redemption as reflected on the accompanying statements of changes in shareholders’ deficit.

F-14

TWO

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2023

Income Taxes

The Company follows accounting for income taxes under FASB ASC 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, ~~2022~~2023 and ~~2021~~2022. The Company’s management ~~determined~~has ~~that~~determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, ~~2022~~2023 and ~~2021~~2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company ishas been subject to income tax examinations by major taxing authorities since inception.

There is currently no taxation imposed on income by the ~~Government~~government of the Cayman Islands. In accordance with Cayman ~~federal~~Islands’ federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial ~~statement~~statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Net Income ~~(Loss)~~ Per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income ~~and~~is ~~losses are~~ shared pro rata between the two classes of shares, which assumes a ~~business~~Business ~~combination~~Combination as the most likely outcome. Net income ~~(loss)~~ per ordinary share is calculated by dividing ~~the~~ net income ~~(loss)~~ by the weighted average ~~shares~~number of ordinary shares outstanding for the respective period.

AtAs of December 31, ~~2022~~2023 and ~~2021~~2022, the Company did not have any dilutive securities and other contracts that could potentially be exercised or or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the years ended December 31, 2023 and 2022. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

F-1215

~~The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of ordinary shares:~~TWO

~~Summary~~NOTES TO OfFINANCIAL ~~Calculation Of Basic And Diluted Net Income (Loss) Per Ordinary Share~~ STATEMENTS

	For The Year Ended December 31, 2022				For The Period From January 15, 2021 (Inception) through December 31, 2021
	Class A		Class B		Class A			Class B
Basic and diluted net income (loss) per ordinary share:
Numerator:
Allocation of net income (loss)	$	1,204,607	$	292,616	$	(570,757	)	$	(172,126	)
Denominator:
Basic and diluted weighted average ordinary shares outstanding		22,062,805		5,359,375		17,238,244			5,198,616
Basic and diluted net income (loss) per ordinary share	$	0.05	$	0.05	$	(0.03	)	$	(0.03	)

DECEMBER 31, 2023

The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares:

Summary of Calculation of Basic and Diluted Net Income (Loss) Per Ordinary Share

	For The Years Ended December 31,
	2023				2022
		Class A		Class B		Class A		Class B
Basic and diluted net income per ordinary share:
Numerator:
Allocation of net income	$	797,616	$	474,895	$	1,204,607	$	292,616
Denominator:
Basic and diluted weighted average ordinary shares outstanding		9,001,411		5,359,375		22,062,805		5,359,375
Basic and diluted net income per ordinary share	$	0.09	$	0.09	$	0.05	$	0.05

Recent Accounting Pronouncements

The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying financial ~~statement~~statements.

Note 3-Initial Public Offering

On April 1, 2021, the Company consummated its Initial Public Offering of 20,000,000 Public Shares, at an offering price of $10.00 per Public Share, generating gross proceeds of $200.0 million, and incurring offering costs of approximately $11.1 million (net of a required reimbursement from the underwriter), of which $7.0 million was for deferred underwriting commissions.

The Company granted the underwriter a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 3,000,000 additional Public Shares to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The ~~Underwriter~~underwriter partially exercised the over-allotment option and on April 13, 2021, purchased ~~an additional~~ 1,437,500 ~~Class A ordinary shares (the “~~Additional Shares”), generating gross proceeds of approximately $14.4 million, and the Company incurred additional offering costs of approximately $755,000 (net of a required reimbursement from the underwriter), of which approximately $503,000 was for deferred underwriting fees.

F-16

TWO

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2023

Note 4-Related Party Transactions

Founder Shares

On January 21, 2021, the Original Sponsor paid $25,000, or approximately $0.004 per share, to cover expenses in consideration for 5,750,000 ~~Class~~ Class B ordinary shares, par value $0.0001 (the “Founder Shares”). Up to 750,000 Founder Shares were subject to forfeiture to the extent that the over-allotment option was not exercised in full by the underwriter, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. On March 8, 2021, the ~~Sponsor~~Original Sponsor transferred 25,000 Founder Shares to each of Michelle Gill, Ryan Petersen and Laura de Petra, and 30,000 Founder Shares to Pierre Lamond. Such shares ~~will not~~were be subject to forfeiture in the event the underwriter’s over-allotment isoption was not exercised in full. The ~~underwriters~~ underwriter partially exercised ~~their~~ its over-allotment option on April 13, 2021 and on April 19, 2021, the Original Sponsor surrendered 390,625 ~~Class~~Founder Shares ~~B ordinary shares~~ for no consideration resulting in 5,359,375 ~~Class~~Founder BShares ~~ordinary shares~~ issued and outstanding with no shares subject to forfeiture. On March 31, 2023, 3,347,611 Founder Shares were purchased from the Original Sponsor by the New Sponsor, and 1,506,764 will be transferred upon the closing of the Business Combination pursuant to certain non-redemption agreements. An aggregate of 145,000 Founder Shares was transferred by the New Sponsor to the Company’s directors and advisors in August 2023 and January 2024.

The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property.

F-13

Private Placement Shares

Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 600,000 Private Placement Shares, at a price of $10.00 per Private Placement Share to the Original Sponsor, generating gross proceeds of approximately $6.0 million. If the over-allotment option was exercised, the Original Sponsor could have purchased an additional amount of up to 60,000 Private Placement Shares at a price of $10.00 per share. A portion of the proceeds from the Private Placement Shares was added to the proceeds from the Initial Public Offering held in the Trust Account. Simultaneously with the closing of the Over-Allotment on April 13, 2021, the Company consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 28,750 Private Placement Shares by the Original Sponsor, generating gross proceeds to the Company of $287,500. On December 30, 2022, the Original Sponsor unconditionally and irrevocably forfeited all 628,750 Private Placement Shares to the Company for no value and the Company cancelled the Private Placement Shares effective as of the same date.

The ~~Sponsor~~initial ~~and~~shareholders ~~the Company’s officers and directors~~ agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Shares until the 30earlier ~~days~~to occur of (A) one year after the completion of the initial Business Combination. Onand ~~December~~(B) ~~30,~~subsequent ~~2022,~~to the ~~Sponsor~~initial Business ~~unconditionally~~Combination, ~~and~~(x) ~~irrevocably~~if ~~forfeited~~the ~~all~~closing ~~628~~price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits,~~750~~ ~~Private~~share capitalizations, ~~Placement~~reorganizations, ~~Shares~~recapitalizations toand the ~~Company~~like) for noany ~~value~~20 ~~and~~trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company ~~cancelled~~completes a liquidation, merger, share ~~the~~exchange, ~~Private~~reorganization ~~Placement~~or ~~Shares~~other ~~effective~~similar astransaction that results in all of the ~~same~~Public ~~date~~Shareholders having the right to exchange their ordinary shares for cash, securities or other property.

F-17

TWO

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2023

Sponsor Loan

On January 21, 2021, the Original Sponsor agreed to loan the Company up to $300,000 pursuant to a promissory note (the “Pre-IPO Note”). ~~This~~ This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. The Company borrowed approximately $81,000 under the Pre-IPO Note and repaid the Pre-IPO Note in full on April 5, 2021. No additional borrowing is available under the Pre-IPO Note.

Working Capital Loans

In addition, in order to finance transaction costs in connection with a Business Combination, the Original Sponsor, orthe anNew ~~affiliate~~Sponsor, any of ~~the~~their ~~Sponsor~~affiliates, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required ~~(“Working Capital Loans”)~~. If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the ~~event~~ event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 ~~million~~ million of such Working Capital Loans may be convertible into private placement shares at a price of $10.00 per share. ~~Except~~On ~~for~~August 7, 2023, the ~~foregoing~~Company issued the Working Capital Note to the New Sponsor in an amount up to $1,500,000, of which approximately $668,000 had previously been advanced by the ~~terms~~New ofSponsor. ~~such~~The Working Capital ~~Loans,~~Note ifaccrues ~~any~~no interest and is payable upon the consummation of the initial Business Combination or the date of the liquidation of the Company. As of December 31, ~~have~~2023 ~~not~~and ~~been~~2022, ~~determined~~there were amounts of $1,500,000 and no$0 advanced ~~written~~by ~~agreements~~the ~~exist~~New ~~with~~Sponsor ~~respect~~or toOriginal ~~such~~Sponsor ~~loans~~under Working Capital Loans or the Working Capital Note, respectively. In Asaddition, as of December 31, 2023 and 2022, there were $241,414 and ~~2021~~$0 of due to related party advanced by the New Sponsor to further support the Company’s working capital needs, respectively. On February 9, 2024, the Company ~~had~~amended noand restated the Working Capital ~~Loans~~Note ~~outstanding~~to increase the principal amount from $1,500,000 to $3,000,000.

Administrative ~~Support~~Services Agreement

On March 29, 2021, the Company entered into an administrative services agreement (the “Administrative Services Agreement”) with the Original Sponsor pursuant to which, commencing on the date the Company’s securities were first listed on the New York Stock Exchange, the Company agreed to pay the Original Sponsor a total of $10,000 per month for office space, secretarial and administrative services. On March 31, 2023, pursuant to an assignment and assumption agreement, the Original Sponsor assigned the Administrative Services Agreement to the New Sponsor. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. ~~For~~During the year ended December 31, ~~2022 and for the period from January 15~~2023, ~~2021 (inception) through December 31, 2021,~~ the Company incurred $120,000 ~~and $90,000, respectively,~~ in expenses for these services, which isare included in general and administrative expenses~~-related~~ ~~party~~ on the accompanying ~~statements~~statement of operations. No amount was due as of December 31, ~~2022~~2023 and ~~2021~~ 2022.

F-1418

TWO

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2023

Note 5-Commitments and Contingencies

Registration Rights

The holders of Founder Shares, Private Placement Shares, and Class A ordinary shares that may be issued upon conversion of Working Capital Loans were entitled to registration rights pursuant to a registration rights agreement signed upon consummation of the Initial Public Offering. These holders were entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, these holders will have certain “~~piggy-back~~piggyback” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriter was entitled to an underwriting discount of $0.20 per share, or $4.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per share, or approximately $7.0 million in the aggregate, ~~will~~was ~~be payable to the underwriter for~~ deferred underwriting commissions~~. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account~~ ~~solely in the event that the Company completes a Business Combination, subject~~ to the ~~terms of the underwriting agreement~~underwriter.

~~Contingent~~On ~~Fee~~February ~~Arrangement~~14, 2023, the representative of the underwriter executed a waiver agreement to forfeit any rights or claims it has, or may in the future have, to the deferred underwriting commissions. The Company reduced the deferred underwriting fee payable on the accompanying balance sheets by the full amount of $7,503,125 which was charged directly to accumulated deficit in the statement of changes in shareholders’ deficit.

On June 22, 2022, the Company entered arrangement with Oppenheimer & Co. Inc. (“Oppenheimer”) to obtain financial advisory services and for Oppenheimer to act as the Company’s placement agent in connection with raising capital with a specific target in its search for a Business Combination. Oppenheimer would be entitled to a transaction fee of $7.0 million and a financing fee of 4.0% of the principal balance placed, subject to a minimum fee of $2.0 million (“Arrangement”). Per the Arrangement, fees for these services are contingent upon the closing of a Business Combination and consummation of the financing and therefore they are not included as liabilities on the accompanying balance sheets. Under the arrangement, the Company will also reimburse Oppenheimer for reasonable expenses. As of December 31, 2022, no expenses have been incurred.

Risks and Uncertainties

Various social and political circumstances in the United States and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the United States and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may ~~also~~ contribute to increased market volatility and economic uncertainties or deterioration in the United States and worldwide. ~~Specifically,~~This ~~the rising conflict between Russia and Ukraine, and resulting~~ market volatility could adversely affect the Company’s ability to complete a ~~business~~Business ~~combination~~Combination. In response to the conflict between ~~Russia and Ukraine~~nations, the United States and other countries have imposed sanctions or other restrictive actions against ~~Russia~~certain countries. Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on the Company’s ability to complete a ~~business~~Business Combination ~~combination~~ and the value of the Company’s securities.

Management continues to evaluate the impact of these types of risks on the industry and has concluded that while it is reasonably possible that these types of risks could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

F-1519

~~Note 6-Class A Ordinary Shares Subject To Possible Redemption~~TWO

~~The~~NOTES ~~Company’s~~TO ~~Class~~FINANCIAL A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 400,000,000 ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of December 31, 2022 and 2021, there were 21,437,500 and 22,066,250 Class A ordinary shares outstanding, respectively, of which 21,437,500 shares were subject to possible redemption.STATEMENTS

~~Class~~DECEMBER A31, ~~ordinary shares subject to possible redemption reflected on the balance sheets is reconciled on the following table:~~2023

~~Summary of~~ Note 6-Class A ~~ordinary~~Ordinary ~~shares~~Shares ~~subject~~Subject to ~~possible~~Possible ~~redemption~~ Redemption

Gross proceeds	$	214,375,000
Less:
Offering costs allocated to Class A ordinary shares subject to possible redemption		(11,866,697	)
Plus:
Accretion on Class A ordinary shares subject to possible redemption amount		11,866,697
Class A ordinary shares subject to possible redemption, December 31, 2021		214,375,000
Increase in redemption value of Class A ordinary shares subject to possible redemption amount		2,790,704
Class A ordinary shares subject to possible redemption, December 31, 2022	$	217,165,704

The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 400,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share.

On March 31, 2023, shareholders holding 16,437,487 Class A ordinary shares exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $168.2 million (approximately $10.23 per share) was removed from the Trust Account to pay such holders and approximately $51.2 million remained in the Trust Account. Following the redemptions, the Company had 5,000,013 Class A ordinary shares outstanding.

On December 29, 2023, shareholders holding 808,683 Class A ordinary shares exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account. Following the redemptions, the Company has 4,191,330 Class A ordinary shares outstanding.

Class A ordinary shares subject to possible redemption reflected on the balance sheets are reconciled on the following table:

Summary of Class A Ordinary Shares Subject to Possible Redemption

Class A ordinary shares subject to possible redemption, December 31, 2022	$	217,165,704
Class A ordinary shares redeemed as of December 31, 2023		(168,236,768	)
Class A ordinary shares tendered for redemption as of December 31, 2023		(8,605,678	)
Plus:
Waiver of Class A ordinary shares issuance costs		7,503,125
Less:
Change in redemption value of Class A ordinary shares subject to possible redemption amount		(3,344,331	)
Class A ordinary shares subject to possible redemption, December 31, 2023	$	44,482,052

Note 7-Shareholders’ Deficit

Preference Shares - The Company is authorized to issue 1,000,000 preference shares with a par value $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, ~~2022~~2023 and ~~2021~~2022, there were no preference shares issued or outstanding.

Class A Ordinary Shares - The Company is authorized to issue 400,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of December 31, ~~2022~~2023 and ~~2021~~2022, there were 214,~~437~~191,~~500~~330 and 2221,~~066~~437,~~250~~500 Class A ordinary shares ~~issued and~~ outstanding, respectively, of ~~which~~all ~~21,437,500~~of which shares were subject to possible redemption and have been classified as temporary equity, respectively (~~See~~see Note 6).

~~Class B Ordinary Shares~~F- The Company is authorized to issue 10,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders are entitled to one vote for each share of Class B ordinary shares. On January 21, 2021, 5,750,000 Class B ordinary shares were issued to the Company’s Sponsor. Of the 5,750,000 Class B ordinary shares, an aggregate of up to 750,000 shares were subject to forfeiture to the Company for no consideration to the extent that the underwriter’s over-allotment option was not exercised in full or in part, so that the initial shareholders will collectively own 20% of the Company’s issued and outstanding ordinary shares (excluding the Private Placement Shares) after the Initial Public Offering. The underwriters partially exercised their over-allotment option on April 13, 2021, 390,625 Class B ordinary shares were forfeited for no consideration resulting in 5,359,375 Class B ordinary shares issued and outstanding with no shares subject to forfeiture.

TWO

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2023

Class B Ordinary Shares - The Company is authorized to issue 10,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders are entitled to one vote for each share of Class B ordinary shares. On January 21, 2021, 5,750,000 Class B ordinary shares were issued to the Company’s Original Sponsor. Of the 5,750,000 Class B ordinary shares, an aggregate of up to 750,000 shares were subject to forfeiture to the Company for no consideration to the extent that the underwriter’s over-allotment option was not exercised in full or in part, so that the initial shareholders will collectively own 20% of the Company’s issued and outstanding ordinary shares (excluding the Private Placement Shares) after the Initial Public Offering. The underwriter partially exercised its over-allotment option on April 13, 2021, 390,625 Class B ordinary shares were forfeited for no consideration resulting in 5,359,375 Class B ordinary shares issued and outstanding with no shares subject to forfeiture. On March 31, 2023, 3,347,611 Class B ordinary shares were purchased from the Original Sponsor by the New Sponsor, and 1,506,764 Class B ordinary shares will be transferred upon the closing of the Business Combination pursuant to certain non-redemption agreements. An aggregate of 145,000 Founder Shares was transferred by the New Sponsor to the Company’s directors and advisors in August 2023 and January 2024.

Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law or stock exchange rule; provided that only holders of the Class B ordinary shares have the right to vote on the election of the Company’s directors prior to the initial Business Combination.

The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day following the consummation of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Initial Public Offering (excluding the Private Placement Shares), plus (ii) the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Shares that may be issued upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one to one.

F-16

Note 8-Fair Value Measurements

The following ~~table~~tables ~~presents~~present information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, ~~2022~~2023 and ~~2021~~2022 and ~~indicates~~indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.:

Summary of ~~assets~~Assets and ~~liabilities~~Liabilities that are ~~measured~~Measured at ~~fair~~Fair ~~value~~Value on a ~~recurring~~Recurring ~~basis~~ Basis

December 31, 2023

Quoted

Significant

Prices

Other

in Active

Observable

Unobservable

Markets

Inputs

Description

(Level 1)

(Level 2)

(Level 3)

Investments held in Trust Account:

Demand Deposit Account

53,187,730

—

F-21

TWO

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2023

December 31, 2022

Description

Quoted Prices in Active Markets (Level 1)

Significant Other Observable Inputs (Level 2)

Significant Other Unobservable Inputs (Level 3)

Quoted

Significant

Prices

Other

in Active

Observable

Unobservable

Markets

Inputs

Description

(Level 1)

(Level 2)

(Level 3)

Investments held in Trust Account:

US Treasury Securities(1)

217,262,118

U.S. Treasury Securities (1)

217,262,118

—

~~December 31~~(1) Excludes $3,586 ~~2021~~of cash balance held within the Trust Account.

Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Investments held in Trust Account:
US Treasury Securities(2)	$	214,409,929	$	-	$	-

Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. There were no transfers between levels of the hierarchy for the years ended December 31, 2023 and 2022.

(1)	Excludes $3,586 of cash balance held within the Trust Account
(2)	Excludes $628 of cash balance held within the Trust Account

Level 1 assets include investments in Treasury Bills, treasury backed money market funds, and demand deposit accounts. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.

Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. There were no transfers between levels of the hierarchy for the year ended December 31, 2022 and for the period from January 15, 2021 (inception) through December 31, 2021.

Level 1 assets include investments in Treasury Bills. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.

Note 9-Subsequent Events

~~The~~Management ~~Company~~has evaluated subsequent events and transactions that occurred up to the date the financial statements were issued. Based onupon this review, other than events disclosed below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements~~, other than as described below~~.

On ~~February~~January 149, ~~2023~~2024, a total of $8,605,678 was withdrawn from the ~~underwriter~~Company’s ~~agreed~~Trust toAccount ~~waive~~on ~~its~~a ~~right~~pro torata ~~receive~~basis ~~the~~as ~~deferred~~a ~~underwriting~~result ~~fee~~of in808,683 Public Shares being exercised during the redemption event ~~that~~in December 2023. Following redemptions, the Company ~~completes~~has 4,191,330 anPublic ~~Initial~~Shares ~~Business~~outstanding ~~Combination~~and the balance of the Trust Account was approximately $44.6 million.

On ~~March~~January 10, ~~2023~~2024, the ~~Company~~Board ~~filed~~of aDirectors ~~definitive~~of ~~proxy statement to solicit proxies for an Extraordinary General Meeting which~~ the Company ~~intends~~ toappointed ~~hold~~Javier onSaade ~~March~~as ~~31,~~a ~~2023,~~Class ~~for~~I ~~shareholders~~director, effective toimmediately. ~~consider~~Mr. ~~and~~Saade ~~vote~~qualifies ~~upon~~as ~~(1)~~an aindependent ~~proposal~~director ~~to amend the Company’s Amended~~ and ~~Restated~~ ~~Memorandum~~his ~~and~~term ~~Articles~~ of ~~Association~~office towill ~~extend~~expire ~~the~~at ~~date by which~~ the Company ~~must consummate a Business Combination from April 1, 2023 (the date which is 24 months from the closing date of the Company~~’s ~~IPO) to January 1, 2024 (the date which is 33 months~~annual ~~from~~general ~~the~~meeting ~~closing~~in ~~date~~2025. ofIn ~~the~~connection ~~IPO)~~with (the ~~“Extension Amendment Proposal”) and (2) as an ordinary resolution~~appointment, ~~to approve the adjournment of the Extraordinary General Meeting to a later date or dates~~10,000 ifFounder ~~necessary,~~Shares ~~either~~were ~~(x)~~transferred toby ~~permit further solicitation and vote of proxies in~~ the ~~event~~New ~~that~~Sponsor ~~there are insufficient votes~~ to ~~approve~~Mr. ~~the~~Saade ~~Extension Amendment Proposal or if the Company determines~~on ~~that~~January ~~additional~~10, time is necessary to effectuate the Extension or (y) if the Board determines before the Extraordinary General Meeting that it is not necessary or no longer desirable to proceed with the Extension Amendment Proposal2024.

On ~~March~~January 2211, ~~2023~~2024, ~~the Sponsor advised the Company that it had entered into a term sheet with HC PropTech Partners III~~$146, ~~LLC (“Buyer”),~~697 ~~pursuant~~was todrawn ~~which~~on the ~~Sponsor~~promissory ~~and~~note ~~Buyer~~that ~~will~~was ~~seek~~issued toon ~~enter~~December ~~into a definitive agreement providing for~~29, among other things, (i) the sale of up to 4,854,375 Class B ordinary shares held by Sponsor to Buyer and (ii) the resignation of the existing directors and officers of the Company and the appointment of directors and officers designated by Buyer2023. ~~Any~~On ~~such~~February ~~transaction would be contingent upon~~14, ~~among other things~~2024, ~~the~~an ~~approval~~additional ~~of the Extension Amendment Proposal and the retention of at least~~ $5073,~~000,000 in the Trust Account, and would be~~348 ~~expected~~was todrawn ~~close~~ on ~~March~~the ~~31,~~promissory ~~2023~~note.

F-1722

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

March 27, 2023

Date: February 14, 2024	two

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

~~two~~Pursuant to ~~By:~~the ~~/s/~~requirements ~~Kevin~~of E.the ~~Hartz~~Securities ~~Name:~~Exchange ~~Kevin~~Act E.of ~~Hartz~~1934, ~~Title:~~this ~~Co-Chief~~report ~~Executive~~has ~~Officer~~been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name	Position	Date

/s/ Thomas D. Hennessy	Director, Chairman, Chief Executive Officer	February 14, 2024
Thomas D. Hennessy	(Principal Executive Officer)

/s/ Nicholas Geeza	Chief Financial Officer	February 14, 2024
Nicholas Geeza	(Principal Financial and Accounting Officer)

/s/ M. Joseph Beck	Director	February 14, 2024
M. Joseph Beck

/s/ Adam Blake	Director	February 14, 2024
Adam Blake

/s/ Jack Leeney	Director	February 14, 2024
Jack Leeney

/s/ Gloria Fu	Director	February 14, 2024
Gloria Fu

/s/ Javier Saade	Director	February 14, 2024
Javier Saade

Name	Position	Date
/s/ Kevin E. Hartz	Co-Chief Executive Officer and Director	March 27, 2023
Kevin E. Hartz	(Principal Executive Officer)
/s/ Troy B. Steckenrider III	Chief Financial Officer and Director	March 27, 2023
Troy B. Steckenrider III	(Principal Financial and Accounting Officer)
/s/ Gautam Gupta	Co-Chief Executive Officer and Director	March 27, 2023
Gautam Gupta
/s/ Pierre Lamond	Director	March 27, 2023
Pierre Lamond
/s/ Michelle Gill	Director	March 27, 2023
Michelle Gill
/s/ Ryan Petersen	Director	March 27, 2023
Ryan Petersen

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