--- schema_version: "secwatch.filing_event.v1" accession: "0001493152-24-001597" form_type: "8-K" ticker: null cik: "0001843988" company_name: "two" filed_at: "2024-01-05T23:59:59+00:00" generated_at: "2026-06-07T03:23:42.314236+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.6 calibrated_materiality_score: 0.6 confidence: "high" source: SEC EDGAR --- # SPAC TWOA extends termination to July 2024 with sponsor note up to $440K; 808,683 shares redeemed for ~$8.6M ## Summary - Shareholders approved charter amendment extending business combination deadline from Jan 1, 2024 to July 1, 2024. - Sponsor loaned up to $440,089.65 via non-interest promissory note to fund trust extension payments. - 808,683 public shares redeemed for ~$8.6 million ($10.64 per share), reducing trust account. - Auditor WithumSmith+Brown ratified; Class III directors Beck and Blake re-elected. - Note is repayable upon consummation of business combination or liquidation; no interest. ## SEC filing metadata - accession: 0001493152-24-001597 - form_type: 8-K - cik: 0001843988 - company_name: two - filed_at: 2024-01-05T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.6 - calibrated_materiality_score: 0.6 - confidence: high - sec_items: 1.01, 2.03, 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1843988/000149315224001597/0001493152-24-001597-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1843988/000149315224001597/form8-k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001493152-24-001597 - JSON: https://secwatch.observer/filing/0001493152-24-001597.json - Plain text: https://secwatch.observer/filing/0001493152-24-001597.txt ## Key facts - Debt Financings two incurred loan of up to $440,089.65 with HC PropTech Partners III LLC at no interest maturing upon the earlier of the consummation of the Company's initial business combination or the date of liquidation of the Company. - Instrument: loan - Principal: up to $440,089.65 - Counterparty: HC PropTech Partners III LLC - Rate: no interest - Maturity: upon the earlier of the consummation of the Company's initial business combination or the date of liquidation of the Company - Event: incurrence source text: On December 29, 2023, two, a Cayman Islands exempted company (the " Company "), issued a promissory note (the " Note ") in the aggregate principal amount of up to $440,089.65 (the " Extension Funds ") to HC PropTech Partners III LLC, the Company’s sponsor evidence_url: https://www.sec.gov/Archives/edgar/data/1843988/000149315224001597/0001493152-24-001597-index.htm - Governance Changes two: Amended memorandum and articles of association to extend business combination deadline from January 1, 2024 to July 1, 2024 (effective 2023-12-29). - Change: charter amendment - Effective: 2023-12-29 source text: amendments to the Company’s amended and restated memorandum and articles of association (the “ Charter Amendments ”) to extend the date by which the Company has to consummate an initial business combination from January 1, 2024 to July 1, 2024 evidence_url: https://www.sec.gov/Archives/edgar/data/1843988/000149315224001597/0001493152-24-001597-index.htm - Shareholder Votes two shareholders approved Ratification of the selection of WithumSmith+Brown, PC as independent registered public accounting firm for the year ending December 31, 2023 at the 2023-12-29 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-12-29 source text: a proposal to ratify, by ordinary resolution, the selection by the audit committee of the Board of WithumSmith+Brown, PC to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2023 (the “ Auditor Ratification Proposal ”) evidence_url: https://www.sec.gov/Archives/edgar/data/1843988/000149315224001597/0001493152-24-001597-index.htm - Shareholder Votes two shareholders approved Amendments to the Company’s amended and restated memorandum and articles of association to extend the date by which the Company has to consummate an initial business combination from January 1, 2024 to July 1, 2024 at the 2023-12-29 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-12-29 source text: a proposal to approve, by special resolution, amendments to the Company’s amended and restated memorandum and articles of association (the “ Charter Amendments ”) to extend the date by which the Company has to consummate an initial business combination from January 1, 2024 to July 1, 2024 (or such earlier date as determined by the Company’s board of directors (the “ Board ”)) (the “ Extension Amendment Proposal ”) evidence_url: https://www.sec.gov/Archives/edgar/data/1843988/000149315224001597/0001493152-24-001597-index.htm - Shareholder Votes two shareholders approved Re-election of M. Joseph Beck and Adam Blake as Class III directors to hold office until the 2026 annual general meeting at the 2023-12-29 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-12-29 source text: a proposal to re-elect, by ordinary resolution of the holders of the Class B ordinary shares of the Company, M. Joseph Beck and Adam Blake as the Class III directors of the Board to hold office until the 2026 annual general meeting of the Company (the “ Director Election Proposal ”) evidence_url: https://www.sec.gov/Archives/edgar/data/1843988/000149315224001597/0001493152-24-001597-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.