UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Proxy Statement Pursuant to Section 14(a) ofFiled by the
Securities Exchange Act of 1934 Registrant ☒

Filed by a party other than the Registrant ☐

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two

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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TWO

900 Kearny St.,

195 US HWY 50, Suite 610, San Francisco, CA 94133208

ZEPHYR COVE, NV 89448

NOTICE OF EXTRAORDINARY GENERAL MEETING

LETTER TO BE HELD ON MARCH 24, 2023SHAREHOLDERS

TO THE SHAREHOLDERS OF TWO:

You are cordially invited to attend the Extraordinary General Meeting (the “Extraordinary General Meeting”)extraordinary general meeting in lieu of an annual general meeting of two, a Cayman Islands exempted company (the “Company“Company,” “we,” “us” or “our”), towhich will be held on December 27, 2023, at 10:00AM11:00 a.m. Eastern Time (the “Meeting”), at the offices of Ellenoff Grossman & Schole LLP located at 1345 Avenue of the Americas, New York, New York 10105, or at such other time and on March 24, 2023.such other date to which the Meeting may be adjourned or postponed.

You can participate in the Meeting and vote via live webcast. You will be able to attend the Extraordinary General Meeting online, vote and submit your questions during the Extraordinary General Meeting by visiting www.virtualshareholdermeeting.com/TWOA2023SM.https://www.cstproxy.com/twoaspac/2023. Even if you are planning on attending the Meeting online, please promptly submit your proxy vote by telephone, or, if you received a printed form of proxy in the mail, by completing, dating, signing and returning the enclosed proxy, so your shares will be represented at the Meeting. Instructions on voting your shares are on the proxy materials you received for the Meeting. Even if you plan to attend the Meeting online, it is strongly recommended you complete and return your proxy card before the Meeting date, to ensure that your shares will be represented at the Meeting if you are unable to attend.

The Extraordinary Generalattached Notice of the Meeting is beingand proxy statement describe the business the Company will conduct at the Meeting and provide information about the Company that you should consider when you vote your shares. As set forth in the attached proxy statement, the Meeting will be held to considerfor the purpose of considering and vote uponvoting on the following proposals:

Each of the Extension Amendment Proposal, the Auditor Ratification Proposal, the Director Election Proposal and the Adjournment Proposal are more fully described in the accompanying proxy statement. You will be ablePlease take the time to attend and participate inread carefully each of the Extraordinary General Meeting online by visiting www.virtualshareholdermeeting.com/TWOA2023SM. Questions and Answers about the Extraordinary General Meeting — How do I attend the Extraordinary General Meeting?”proposals in the accompanying proxy statement for more information.

before you vote.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE EXTENSION AMENDMENT PROPOSAL AND, IF PRESENTED, THE ADJOURNMENT PROPOSAL.

The sole purpose of the Extension Amendment Proposal is to provide the Company with sufficient time to complete a potential merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination involving the Company and one or more businesses (a “business combination”). The Company’s prospectus for its IPO and its current Governing Documents provide that the Company has until March 29, 2023, or 24 months after the closing date of its IPO (the “Current Outside Date”), to complete a business combination. The Company’s Board currently believes that there may not be sufficient time to enter into a definitive agreement, complete the U.S. Securities and Exchange Commission (the “SEC”) review process and hold an extraordinary general meeting to obtain shareholder approval of and consummate any potential initial business combination, by the Current Outside Date. If the Company were precluded from completing its initial business combination by the Current Outside Date, the Company would be forced to liquidate even if its shareholders are otherwise in favor of consummating such business combination. The Board believes and has determined that it is in the best interests of the Company and its shareholders to extend the Current Outside Date to the Extended Date and have the Company’s shareholders approve the Extension Amendment Proposal.

If the Extension Amendment Proposal is approved, the Company plans to hold another meeting of shareholders prior to the Extended Date in order to seek shareholder approval of any potential initial business combination, and related proposals.

The purpose of the AdjournmentExtension Amendment Proposal is to allow the Company additional time to adjourncomplete an initial business combination (the “Business Combination”).

On August 15, 2023, the Extraordinary General MeetingCompany entered into a 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, a to-be-formed company incorporated under the laws of Panama to be a later datewholly-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 adjustment.

The Company intends to call an extraordinary general meeting of its shareholders to approve the LLP Transaction. The Company currently has until January 1, 2024 to complete the LLP Transaction, which the Board believes is insufficient time to complete all the steps necessary to complete the LLP Transaction or datesanother Business Combination if the Company determinesLLP Transaction is not completed. Accordingly, the Board has determined that additional timeit is necessary to either permit further solicitation and vote of proxies in the event that there are insufficient votesbest interests of the Company to seek an extension of the Original Termination Date and have the Company’s shareholders approve the Extension Amendment Proposal to allow additional time to consummate the LLP Transaction. Without the Charter Extension, the Company determinesbelieves that additional time is necessaryit will not be able to effectuatecomplete the ExtensionLLP Transaction on or the Board determines before the Extraordinary General MeetingOriginal Termination Date. If that it is not necessary or no longer desirablewere to proceed withoccur, the Extension Amendment Proposal.Company would be precluded from completing the LLP Transaction and would be forced to liquidate on the Original Termination Date.

TheAs contemplated by the Memorandum and Articles of Association, the holders of the Class A Ordinary Shares (the “Public Shares”) sold in the Company’s initial public offering (the “initial public offering”) may elect (the “Election”) to redeem their Public Shares upon approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the Company’s issued Class A ordinary shares and Class B ordinary shares present in person or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter.

As of the date of this proxy statement, the Company’s sponsor, two sponsor (the “Sponsor”“Redemption”), the Company’s independent directors and Ms. Laura DePetra (collectively, the “initial shareholders”) hold in aggregate 5,359,375 founder shares. Accordingly, the shares held by the Sponsor and other initial shareholders represent 20.0% of the Company’s outstanding ordinary shares.

Approval of the Extension Amendment Proposal is a condition to the implementation of the Extension.. The Company’s Governing Documents require that the Company not proceed with the Extension if the number of redemptions of its public shares causes the Company to have less than $5,000,001 of net tangible assets, which requirement may not be waived by the Board.

The Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a simple majority of the votes cast by the holders of the issued ordinary shares present in person (including via live webcast) or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter.

The Company’s Board has fixed the close of business on February 23, 2023 as the record date for determining the Company’s shareholders entitled to receive notice of and vote at the Extraordinary General Meeting and any adjournment thereof. Only holders of record of the Company’s ordinary shares on that date are entitled to have their votes counted at the Extraordinary General Meeting or any adjournment thereof. A complete list of shareholders of record entitled to vote at the Extraordinary General Meetingper-share Redemption price will be available for ten days before the Extraordinary General Meeting at www.virtualshareholdermeeting.com/TWOA2023SM

In connection with the Extension Amendment Proposal, if approved by the requisite vote of shareholders, holders of public shares (“public shareholders”) may elect to redeem their public shares for a per-share price, payablepaid in cash and equal to the aggregate amount then on deposit in the Company’s trust account, which was established byat the initial public offering (the “Trust Account”), including interest earned and not previously released to the Company in connection withto pay its IPO (the “trust account”) asincome taxes less up to $100,000 of two business days priorinterest to such approval, including any interest earned on the trust account deposits (which interest shall be net of taxes payable),pay dissolution expenses, divided by the number of Public Shares then outstanding public shares (the “Election”), subject to certain limitations,in issue, regardless of whetherhow such public shareholders vote onin regard to the Extension Amendment Proposal. However, 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(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the Class A ordinary shares without the prior consent of the Company. The initial shareholders have agreed to waive their redemption rights with respect to their founder shares and public shares, as applicable, in connection with a shareholder vote to approve certain amendments to the Company’s Governing Documents, including a vote to approve an extension to the Current Outside Date.

If the Extension Amendment Proposal is approved by the requisite vote of shareholders then(and not abandoned), the Withdrawal Amount (as defined below)holders of Public Shares remaining after the Redemption will be withdrawn fromretain their right to redeem their Public Shares for their pro rata portion of the trust account and paid tofunds available in the redeemingTrust Account upon consummation of the LLP Transaction. In addition, public shareholders with respect towho do not make the portion of public shares that were validly redeemed as described above.

If the Extension is effectuated, the remaining public shareholders will retain the opportunity to have their public shares redeemed in conjunction with any potential initial business combination, subject to any limitations set forth in the Governing Documents. In addition, the remaining public shareholders willElection would be entitled to have their public sharesPublic Shares redeemed for cash if the Company has not completed a business combinationthe LLP Transaction by the ExtendedCharter Extension Date. Our 5,359,375 Class B Ordinary Shares are held by (i) all of our holders of Class B Ordinary Shares immediately prior to our initial public offering, including two sponsor, a Cayman Islands limited liability company, and the Company’s officers and directors at the time of the initial public offering, to the extent they hold such shares and (ii) HC PropTech Partners III LLC, our sponsor (the “Sponsor”), our officers, directors, advisors and their affiliates.

The Company estimates thatOn the per-shareRecord Date (as defined below), the redemption price at whichper share was approximately $10.55 (which is expected to be the public shares may be redeemed from cash heldsame approximate amount two business days prior to the Meeting), based on the aggregate amount on deposit in the trust account will beTrust Account of approximately $10.17 (which amount includes$52.8 million as of the Record Date (including interest earned on the funds held in the trust account and not previously or yet released to the Company to pay its taxes)income taxes, and less up to $100,000 of interest to pay dissolution expenses), for illustrative purpose, calculated asdivided by the total number of February 23, 2023, the record date of the Extraordinary General Meeting. On the record date, thethen outstanding Public Shares. The closing price of the Company’s Class A ordinary sharesOrdinary Shares on the New York Stock Exchange (“NYSE”(the “NYSE”) on the Record Date was $10.17.$10.62. Accordingly, if the market price of the Class A Ordinary Shares were to remain the same until the date of the Meeting, exercising redemption rights would result in a public shareholder receiving $0.07 less per share than if the shares were sold in the open market. The Company cannot assure public shareholders that they will be able to sell their public sharesClass A Ordinary Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. The Company believes that such redemption right enables its public shareholders to determine whether or not to sustain their investments for an additional period if the Company does not complete the LLP Transaction on or before the Original Termination Date.

The Adjournment Proposal, if adopted,Company cannot predict the amount that will allow the Board to adjourn the Extraordinary General Meeting to a later date or dates, if necessary or appropriate, either (x) to permit further solicitation of proxiesremain in the eventTrust Account following the Redemption if the Extension Amendment Proposal is approved, and the amount remaining in the Trust Account may be only a small fraction of the approximately $52.8 million that there are insufficient voteswas in the Trust Account as of the Record Date.

Additionally, if the Extension Amendment Proposal is approved and implemented, the Sponsor or its designees has agreed to contribute to the Company as a loan (i) the lesser of (x) an aggregate of $165,000 or (y) $0.035 for each Public Share that is not redeemed in connection with the Charter Extension for the first two months (commencing on January 2, 2024 and on the 2nd day of each subsequent month until March 1, 2024) plus (ii) the lesser of (x) $82,500 per month or otherwise(y) $0.0175 per Public Share that remains outstanding and is not redeemed in connection with the Extension Amendment Proposalfor each of the four subsequent calendar months (commencing on March 2, 2024 and on the 2nd day of each subsequent month) until the Charter Extension Date, or (y)portion thereof, that is needed to complete a Business Combination (such loans, the Board determines before“Contribution”), which amount will be deposited into the Extraordinary General MeetingTrust Account. Accordingly, the amount deposited per share will depend on the number of Public Shares that it is not necessary or no longer desirable to proceed with the Extension Amendment Proposal. The Adjournment Proposal will only be presented to the Company’s shareholders in the event that there are insufficient votes for, or otherwiseremain outstanding after redemptions in connection with the approvalExtension and the length of the extension period that will be needed to complete the LLP Transaction. If more than 4,714,285 Public Shares remain outstanding after redemptions in connection with the Extension, then the amount paid per share will be decreased proportionately. For example, if we complete the LLP Transaction on July 1, 2024, which would represent six (6) calendar months, no Public Shares are redeemed and all of our Public Shares remain outstanding in connection with the Extension, then the aggregate amount deposited per share will be approximately $0.099 per share, with the aggregate maximum contribution to the Trust Account being $495,000. However, if 285,728 Public Shares are redeemed and 4,714,285 of our Public Shares remain outstanding after redemptions in connection with the Extension, then the amount deposited per share for such six-month period will be $0.105 per share, with the aggregate maximum contribution to the Trust Account being $495,000.

Assuming the Extension Amendment Proposal is approved, the initial Contribution amount will be deposited into the Trust Account promptly following the Original Termination Date. Each additional monthly Contribution will be deposited in the Trust Account within seven calendar days from the 2nd day of such calendar month. The Contributions are conditioned upon the implementation of the Charter Extension. The Contributions will not be made if the Charter Extension is not approved or the Extension is not completed. The amount of the Contributions, which are loans, will not bear interest and will be repayable by us to the Sponsor or its designees upon consummation of a Business Combination. If the Sponsor or its designees advises us that it does not intend to make the Contributions, then the proposals will not be put before the shareholders at the Meeting and we will wind up, liquidate and dissolve in accordance with the Memorandum and Articles of Association. Our Board will have the sole discretion whether to extend for additional calendar months following January 1, 2024 until July 1, 2024 and if our Board determines beforenot to continue extending for additional calendar months, the Extraordinary General Meeting that it isSponsor or its designees will not necessary or no longer desirable to proceed with the Extension Amendment Proposal.make any additional Contributions following such determination.

If the Extension Amendment Proposal is not approved and the Company may again seek to extend the Current Outside Date. If the Extension Amendment ProposalLLP Transaction is not approved,completed on or before the Current OutsideOriginal Termination Date, is not otherwise extendedJanuary 1, 2024, as contemplated by and the Company does not consummate an initial business combination by the Current Outside Date, in accordance with its Governing Documents,the Memorandum and Articles of Association, 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,Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account,Trust Account, including interest earned on the funds held in the trust accountTrust Account and not previously released to the Company to pay its franchise and 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,Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholdersof the holders of such Public Shares (including the right to receive further liquidation distributions, if any, subject to applicable law)any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and its board of directors,the Board, liquidate and dissolve, subject in eachthe case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of other applicable laws.law.

You are not being asked to vote on any proposed business combination at this time. If the Extension is implemented and you do not elect to redeem your public shares in connection with the Extension, you will retain the right to vote on any potential initial business combination, when and if such business combination is submittedSubject to the public shareholders (provided that you are a shareholder onforegoing, the record date for a meeting to consider such business combination) and the right to redeem your public shares for a pro rata portion of the trust account in the event any proposed business combination is approved and completed or the Company has not consummated a business combination by the Extended Date.

After careful consideration of all relevant factors, the Company’s Board has determined that the Extension Amendment Proposal and, if presented, the Adjournment Proposal are both advisable and recommends that you vote or give instruction to vote “FOR” both the Extension Amendment Proposal and, if presented, the Adjournment Proposal.

Enclosed is the proxy statement containing detailed information concerning the Extension Amendment Proposal, Adjournment Proposal and the Extraordinary General Meeting. Whether or not you plan to attend the Extraordinary General Meeting, the Company urges you to read this material carefully and vote your shares.

I look forward to seeing you at the Extraordinary General Meeting.

Your vote is important. If you are a shareholder of record, please sign, date and return your proxy card as soon as possible to make sure that your shares are represented at the Extraordinary General Meeting. If you are a shareholder of record, you may also cast your vote virtually at the Extraordinary General Meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank how to vote your shares, or you may cast your vote virtually at the Extraordinary General Meeting by obtaining a proxy from your brokerage firm or bank. Your failure to vote or instruct your broker or bank how to vote will have no effect on the outcome of any vote on the Extension Proposal. Abstentions and broker non-votes will be counted in connection with the determination of whether a valid quorum is established but will have no effect on any of the proposals.

Important Notice Regarding the Availability of Proxy Materials for the Extraordinary General Meeting to be held on March 24, 2023: This notice of meeting and the accompanying proxy statement are being made available on or about March 13, 2023.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT BY 5:00 P.M. ET ON MARCH 22, 2023, THE DATE THAT IS TWO BUSINESS DAYS PRIOR TO THE SCHEDULED VOTE AT THE EXTRAORDINARY GENERAL MEETING, THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH, INCLUDING THE LEGAL NAME, PHONE NUMBER, AND ADDRESS OF THE BENEFICIAL OWNER OF THE SHARES FOR WHICH REDEMPTION IS REQUESTED, AND TENDER OR DELIVER YOUR SHARES (AND SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS) TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

This proxy statement is dated March 10, 2023
and is first being mailed to our stockholders with the form of proxy on or about March 13, 2023.

TWO
900 Kearny St., Suite 610,

San Francisco, CA 94133

PRELIMINARY PROXY STATEMENT FOR THE EXTRAORDINARY GENERAL MEETING

TO BE HELD ON MARCH 24, 2023

You are cordially invited to attend the Extraordinary General Meeting (the “Extraordinary General Meeting”) of two (the “Company,” “we,” “us” or “our”), to be held at 10:00AM Eastern Time, on March 24, 2023. You will be able to attend the Extraordinary General Meeting online, vote, and submit your questions during the Extraordinary General Meeting by visiting www.virtualshareholdermeeting.com/TWOA2023SM.

The Extraordinary General Meeting is being held to consider and vote upon the following proposals:

Each of the Extension Amendment Proposal and the Adjournment Proposal are more fully described herein. You will be able to attend and participate in the Extraordinary General Meeting online by visiting www.virtualshareholdermeeting.com/TWOA2023SM. Questions and Answers about the Extraordinary General Meeting — How do I attend the Extraordinary General Meeting?” for more information.

The sole purpose of the Extension Amendment Proposal is to provide the Company with sufficient time to complete a potential merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination involving the Company and one or more businesses (a “business combination”). The Company’s prospectus for its IPO and its current Governing Documents provide that the Company has until March 29, 2023, or 24 months after the closing date of its IPO (the “Current Outside Date”), to complete a business combination. The Company’s Board currently believes that there may not be sufficient time to enter into a definitive agreement, complete the U.S. Securities and Exchange Commission (the “SEC”) review process and hold an extraordinary general meeting to obtain shareholder approval of and consummate any potential initial business combination, by the Current Outside Date. If the Company were precluded from completing its initial business combination by the Current Outside Date, the Company would be forced to liquidate even if its shareholders are otherwise in favor of consummating such business combination. The Board believes and has determined that it is in the best interests of the Company and its shareholders to extend the Current Outside Date to the Extended Date and have the Company’s shareholders approve the Extension Amendment Proposal.

If the Extension Amendment Proposal is approved, the Company plans to hold another meeting of shareholders prior to the Extended Date in order to seek shareholder approval of any potential initial business combination, and related proposals.

The purpose of the Adjournment Proposal is to allow the Company to adjourn the Extraordinary General Meeting to a later date or dates if the Company determines that additional time is necessary to either permit further solicitation and vote of proxies in the event that there are insufficient votes to approve the Extension Amendment Proposal, the Company determines that additional time is necessary to effectuate the Extension or the Board determines before the Extraordinary General Meeting that it is not necessary or no longer desirable to proceed with the Extension Amendment Proposal.

The approval of the Extension Amendment Proposal requires a special resolution, under Cayman Islands law, being the affirmative vote of a majority of at least a two-thirds (2/3) majority of the votes cast by the holders of the Company’s issued Class A ordinary shares and Class B ordinary shares presentOrdinary Shares, voting as a single class, who, being entitled to do so, vote in person or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter.

Meeting.

As of the date of this proxy statement, the Company’s sponsor, two sponsor (the “Sponsor”), the Company’s independent directors and Ms. Laura DePetra (collectively, the “initial shareholders”) hold in aggregate 5,359,375 founder shares. Accordingly, the shares held by the Sponsor and other initial shareholders represent 20.0% of the Company’s outstanding ordinary shares.

The Company’s Governing Documents requireCompany is listed on the NYSE. NYSE Rule 102.06 requires that a special purpose acquisition company complete one or more business combinations within three years of its initial public offering, which, in the case of the Company, would be April 1, 2024. If the Charter Extension is approved and the Board exercises its right to extend the life of the Company past April 1, 2024, such extension would extend the Company’s life beyond such 36-month deadline. As a result, the contemplated Charter Extension may not proceedcomply with NYSE Rule 102.06. We may be subject to suspension or delisting by the NYSE following April 1, 2024 if the Board exercises its right to extend the Termination Date past April 1, 2024 pursuant to the Charter Extension. For more information see “Risk Factors - The Charter Extension contemplated by the Extension ifAmendment Proposal may contravene NYSE rules, and as a result, the number of redemptions of its public shares causesNYSE could suspend trading in the Company to have less than $5,000,001 of net tangible assets, which requirement may not be waived byCompany’s securities or delist the Board.Company’s securities from the NYSE.”

TheApproval of each of the Auditor Ratification Proposal and the Adjournment Proposal (if put forth at the Meeting) requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a simple majority of the votes cast by the holders of the issued ordinary shares presentOrdinary Shares, voting as a single class, who, being entitled to do so, vote in person (including via live webcast) or represented by proxy at the Extraordinary GeneralMeeting. Approval of the Director Election Proposal requires an ordinary resolution under Cayman Islands law of the holders of the Class B Ordinary Shares, being the affirmative vote of a simple majority of the votes cast by the holders of the Class B Ordinary Shares, who, being entitled to do so, vote in person or by proxy at the Meeting. The Adjournment Proposal, if put forth and adopted, will allow our Board to adjourn the Meeting to a later date or dates to permit further solicitation of proxies or for any other reason in the discretion of the chairperson of the Meeting. The Adjournment Proposal will be put forth for a vote if the Company anticipates that there are not sufficient votes to approve the Extension Amendment Proposal at the Meeting or for any other reason in the discretion of the chairperson of the Meeting, and entitledif put forth at the Meeting, the Adjournment Proposal will be the first and only proposal voted on and the Extension Amendment Proposal, the Auditor Ratification Proposal and the Director Election Proposal will not be submitted to vote on such matter.the shareholders for a vote.

The Company’s Board has fixed the close of business on February 23,November 28, 2023 (the “Record Date”) as the record date for determining the Company’s shareholders entitled to receive notice of and vote at the Extraordinary General Meeting and any adjournment or postponement thereof. Only holders of record of the Company’s ordinary sharesOrdinary Shares on that date are entitled to have their votes counted at the Extraordinary General Meeting or any adjournment or postponement thereof. A complete list of shareholders of record entitled to vote at the Extraordinary General Meeting will be available for ten days before the Extraordinary General Meeting at www.virtualshareholdermeeting.com/TWOA2023SM

In connection withThe Company believes that it is in the best interests of the Company’s shareholders that the Company obtains the Charter Amendments and that the selection of Withum as the Company’s independent registered public accounting firm for the year ending December 31, 2023 is ratified. After careful consideration of all relevant factors, the Board has determined that the Extension Amendment Proposal, the Auditor Ratification Proposal, the Director Election Proposal and the Adjournment Proposal are in the best interests of the Company and its shareholders, has declared it advisable and recommends that you vote or give instruction to vote “FOR” such proposals.

Enclosed are the proxy statement containing detailed information about the Meeting, the Extension Amendment Proposal, the Auditor Ratification Proposal, the Director Election Proposal and the Adjournment Proposal, and the Annual Report on Form 10-K for the year ended December 31, 2022. Whether or not you plan to attend the Meeting, the Company urges you to read this material carefully and vote your shares.

Your vote is very important. Whether or not you plan to attend the Meeting, please vote as soon as possible by following the instructions in this proxy statement to make sure that your shares are represented and voted at the Meeting. The approval of the Extension Amendment Proposal requires a special resolution, being the affirmative vote of a majority of at least two-thirds (2/3) of the votes which are cast by those holders of Ordinary Shares, voting as a single class, who, being entitled to do so, vote in person or by proxy at the Meeting or any adjournment or postponement thereof. Approval of each of the Auditor Ratification Proposal and the Adjournment Proposal (if put forth at the Meeting) requires the affirmative vote of a simple majority of the votes cast by the holders of the Ordinary Shares, voting as a single class, who, being entitled to do so, vote in person or by proxy at the Meeting. Approval of the Director Election Proposal requires the affirmative vote of a simple majority of the votes cast by the holders of the Class B Ordinary Shares, who, being entitled to do so, vote in person or by proxy at the Meeting. Accordingly, if you fail to vote in person or by proxy at the Meeting, your shares will not be counted for the purposes of determining whether the Extension Amendment Proposal, the Auditor Ratification Proposal, the Director Election Proposal and the Adjournment Proposal (if put) are approved by the requisite majorities. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Meeting.

NOTICE OF AN EXTRAORDINARY GENERAL MEETING IN LIEU OF AN ANNUAL GENERAL MEETING OF SHAREHOLDERS

OF TWO

TO BE HELD ON DECEMBER 27, 2023

TO THE SHAREHOLDERS OF TWO:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting in lieu of an annual general meeting of the shareholders of two, a Cayman Islands exempted company (the “Company,” “we,” “us” or “our”), will be held on December 27, 2023, at 11:00 a.m. Eastern Time (the “Meeting”), at the offices of Ellenoff Grossman & Schole LLP located at 1345 Avenue of the Americas, New York, New York 10105, or at such other time and on such other date to which the Meeting may be adjourned or postponed.

You can participate in the Meeting and vote via live webcast. You will be able to attend the Meeting online, vote and submit your questions during the Meeting by visiting https://www.cstproxy.com/twoaspac/2023. Even if you are planning on attending the Meeting online, please promptly submit your proxy vote by telephone, or, if you received a printed form of proxy in the mail, by completing, dating, signing and returning the enclosed proxy, so your shares will be represented at the Meeting. Instructions on voting your shares are on the proxy materials you received for the Meeting. Even if you plan to attend the Meeting online, it is strongly recommended you complete and return your proxy card before the Meeting date, to ensure that your shares will be represented at the Meeting if you are unable to attend.

You are cordially invited to attend the Meeting for the purpose of considering and voting on the following proposals, more fully described below in this proxy statement, which is dated December 11, 2023 and is first being mailed, along with the Annual Report on Form 10-K for the year ended December 31, 2022, to shareholders on or about December 12, 2023:

The purpose of the Extension Amendment Proposal is to allow the Company additional time to complete an initial business combination (the “Business Combination”).

On August 15, 2023, the Company entered into a 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, a to-be-formed 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 adjustment.

The Company intends to call an extraordinary general meeting of its shareholders to approve the LLP Transaction. The Company currently has until January 1, 2024 to complete the LLP Transaction, which the Board believes is insufficient time to complete all the steps necessary to complete the LLP Transaction or another Business Combination if the LLP Transaction is not completed. Accordingly, the Board has determined that it is in the best interests of the Company to seek an extension of the Original Termination Date and have the Company’s shareholders approve the Extension Amendment Proposal to allow additional time to consummate the LLP Transaction. Without the Charter Extension, the Company believes that it will not be able to complete the LLP Transaction on or before the Original Termination Date. If that were to occur, the Company would be precluded from completing the LLP Transaction and would be forced to liquidate on the Original Termination Date.

As contemplated by the Memorandum and Articles of Association, the holders of the Class A Ordinary Shares (the “Public Shares”) sold in the Company’s initial public shares (“offering (the “initial public shareholders”offering”) may elect (the “Election”) to redeem their public shares for aPublic Shares upon approval of the Extension Amendment Proposal (the “Redemption”). The per-share Redemption price payablewill be paid in cash and equal to the aggregate amount then on deposit in the Company’s trust account, which was established byat the initial public offering (the “Trust Account”), including interest earned and not previously released to the Company in connection withto pay its IPO (the “trust account”) asincome taxes less up to $100,000 of two business days priorinterest to such approval, including any interest earned on the trust account deposits (which interest shall be net of taxes payable),pay dissolution expenses, divided by the number of Public Shares then outstanding public shares (the “Election”), subject to certain limitations,in issue, regardless of whetherhow such public shareholders vote onin regard to the Extension Amendment Proposal. However, 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(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the Class A ordinary shares without the prior consent of the Company. The initial shareholders have agreed to waive their redemption rights with respect to their founder shares and public shares, as applicable, in connection with a shareholder vote to approve certain amendments to the Company’s Governing Documents, including a vote to approve an extension to the Current Outside Date.

If the Extension Amendment Proposal is approved by the requisite vote of shareholders then(and not abandoned), the Withdrawal Amount (as defined below)holders of Public Shares remaining after the Redemption will be withdrawn fromretain their right to redeem their Public Shares for their pro rata portion of the trust account and paid tofunds available in the redeemingTrust Account upon consummation of the LLP Transaction. In addition, public shareholders with respect towho do not make the portion of public shares that were validly redeemed as described above.

If the Extension is effectuated, the remaining public shareholders will retain the opportunity to have their public shares redeemed in conjunction with any potential initial business combination, subject to any limitations set forth in the Governing Documents. In addition, the remaining public shareholders willElection would be entitled to have their public sharesPublic Shares redeemed for cash if the Company has not completed a business combinationthe LLP Transaction by the ExtendedCharter Extension Date.

Our 5,359,375 Class B Ordinary Shares are held by (i) all of our holders of Class B Ordinary Shares immediately prior to our initial public offering, including two sponsor, a Cayman Islands limited liability company, and the Company’s officers and directors at the time of the initial public offering, to the extent they hold such shares and (ii) HC PropTech Partners III LLC, our sponsor (the “Sponsor”), our officers, directors, advisors and their affiliates.

On August 7, 2023, the Company issued a promissory note (the “2023 August 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 withdrawal2023 August Note accrues no interest and is payable upon the consummation of funds from the trust accountinitial Business Combination or the date of the liquidation of the Company. As of September 30, 2023 and December 31, 2022, there were amounts of $1,218,414 and $0 advanced by the Sponsor under the 2023 August Note, respectively.

On March 29, 2021, the Company entered into that certain administrative services agreement (the “Administrative Services Agreement”) with two sponsor, a Cayman Islands limited liability company (the “Original Sponsor”), pursuant to which, commencing on the date the Company’s securities were first listed on the New York Stock Exchange (“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 three and nine months ended September 30, 2023, the Company incurred $30,000 and $90,000 in connection withexpenses for these services, respectively, which are included in administrative expenses-related party on the Election will reduceaccompanying unaudited condensed statements of operations. No amount was due as of September 30, 2023 and December 31, 2022.

On the Record Date (as defined below), the redemption price per share was approximately $10.55 (which is expected to be the same approximate amount heldtwo business days prior to the Meeting), based on the aggregate amount on deposit in the trust account following the Election, and the amount remaining in the trust account after such withdrawal may be only a fractionTrust Account of the $214.4approximately $52.8 million plus accrued interest (less any funds used to pay taxes) that was in the trust account as of the record date. In such event, the Company may still seek to obtain additional funds to complete a potential business combination, but there can be no assurance that such funds will be available on terms acceptable to the parties to such transaction or at all.

The Company estimates that the per-share price at which the public shares may be redeemed from cash held in the trust account will be approximately $10.17 (which amount includesRecord Date (including interest earned on the funds held in the trust account and not previously or yet released to the Company to pay its taxes)income taxes, and less up to $100,000 of interest to pay dissolution expenses), for illustrative purposes, calculated asdivided by the total number of February 23, 2023, the record date of the Extraordinary General Meeting. On the record date, thethen outstanding Public Shares. The closing price of the Company’s Class A ordinary sharesOrdinary Shares on the New York Stock Exchange (“NYSE”) on the Record Date was $10.17.$10.62. Accordingly, if the market price of the Class A Ordinary Shares were to remain the same until the date of the Meeting, exercising redemption rights would result in a public shareholder receiving $0.07 less per share than if the shares were sold in the open market. The Company cannot assure public shareholders that they will be able to sell their public sharesClass A Ordinary Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. The Company believes that such redemption right enables its public shareholders to determine whether or not to sustain their investments for an additional period if the Company does not complete the LLP Transaction on or before the Original Termination Date.

The Adjournment Proposal, if adopted,Company cannot predict the amount that will allow the Board to adjourn the Extraordinary General Meeting to a later date or dates, if necessary or appropriate, either (x) to permit further solicitation of proxiesremain in the eventTrust Account following the Redemption if the Extension Amendment Proposal is approved, and the amount remaining in the Trust Account, may be only a small fraction of the approximately $52.8 million that there are insufficient voteswas in the Trust Account as of the Record Date.

Additionally, if the Extension Amendment Proposal is approved and implemented, the Sponsor or its designees has agreed to contribute to the Company as a loan (i) the lesser of (x) an aggregate of $165,000 or (y) $0.035 for each Public Share that is not redeemed in connection with the Charter Extension for the first two months (commencing on January 2, 2024 and on the 2^nd day of each subsequent month until March 1, 2024) plus (ii) the lesser of (x) $82,500 per month or otherwise(y) $0.0175 per Public Share that remains outstanding and is not redeemed in connection with the Extension Amendment Proposalfor each of the four subsequent calendar months (commencing on March 2, 2024 and on the 2nd day of each subsequent month) until the Charter Extension Date, or (y)portion thereof, that is needed to complete a Business Combination (such loans, the Board determines before“Contribution”), which amount will be deposited into the Extraordinary General MeetingTrust Account. Accordingly, the amount deposited per share will depend on the number of Public Shares that it is not necessary or no longer desirable to proceed with the Extension Amendment Proposal. The Adjournment Proposal will only be presented to the Company’s shareholders in the event that there are insufficient votes for, or otherwiseremain outstanding after redemptions in connection with the approvalExtension and the length of the extension period that will be needed to complete the LLP Transaction. If more than 4,714,285 Public Shares remain outstanding after redemptions in connection with the Extension, then the amount paid per share will be decreased proportionately. For example, if we complete the LLP Transaction on July 1, 2024, which would represent six (6) calendar months, no Public Shares are redeemed and all of our Public Shares remain outstanding in connection with the Extension, then the aggregate amount deposited per share will be approximately $0.099 per share, with the aggregate maximum contribution to the Trust Account being $495,000. However, if 285,728 Public Shares are redeemed and 4,714,285 of our Public Shares remain outstanding after redemptions in connection with the Extension, then the amount deposited per share for such six-month period will be $0.105 per share, with the aggregate maximum contribution to the Trust Account being $495,000.

Assuming the Extension Amendment Proposal is approved, the initial Contribution amount will be deposited into the Trust Account promptly following the Original Termination Date. Each additional monthly Contribution will be deposited in the Trust Account within seven calendar days from the 2nd day of such calendar month. The Contributions are conditioned upon the implementation of the Charter Extension. The Contributions will not be made if the Charter Extension is not approved or the Extension is not completed. The amount of the Contributions, which are loans, will not bear interest and will be repayable by us to the Sponsor or its designees upon consummation of a Business Combination. If the Sponsor or its designees advises us that it does not intend to make the Contributions, then the proposals will not be put before the shareholders at the Meeting and we will wind up, liquidate and dissolve in accordance with the Memorandum and Articles of Association. Our Board will have the sole discretion whether to extend for additional calendar months following January 1, 2024 until July 1, 2024 and if our Board determines beforenot to continue extending for additional calendar months, the Extraordinary General Meeting that it isSponsor or its designees will not necessary or no longer desirable to proceed with the Extension Amendment Proposal.make any additional Contributions following such determination.

If the Extension Amendment Proposal is not approved and the Company may again seek to extend the Current Outside Date. If the Extension Amendment ProposalLLP Transaction is not approved,completed on or before the Current OutsideOriginal Termination Date, is not otherwise extendedJanuary 1, 2024, as contemplated by and the Company does not consummate an initial business combination by the Current Outside Date, in accordance with its Governing Documents,the Memorandum and Articles of Association, 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,Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account,Trust Account, including interest earned on the funds held in the trust accountTrust Account and not previously released to the Company to pay its franchise and 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,Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholdersof the holders of such Public Shares (including the right to receive further liquidation distributions, if any, subject to applicable law)any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and its board of directors,the Board, liquidate and dissolve, subject in eachthe case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of other applicable laws.law.

The Company’s initial shareholders have agreed to waive their redemption rights with respect to their founder shares and public shares, as applicable, in connection with a shareholder vote to approve certain amendmentsSubject to the Company’s Governing Documents, including a vote to approve an extension toforegoing, the Current Outside Date.

The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letterapproval of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has it independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations.

If the Extension Amendment Proposal is approved, such approval will constitute consent forrequires a special resolution, being the Company to (i) remove fromaffirmative vote of a majority of at least two-thirds (2/3) of the trust account an amount (the “Withdrawal Amount”) equal to the number of public shares properly redeemed multipliedvotes cast by the per-share price, equal to the aggregate amount then on deposit in the trust account as of two business days prior to such approval, including any interest earned on the trust account deposits (which interest shall be net of taxes payable), divided by the number of then outstanding public shares and (ii) deliver to the holders of such redeemedOrdinary Shares, voting as a single class, who, being entitled to do so, vote in person or by proxy at the Meeting.

The Company is listed on the NYSE. NYSE Rule 102.06 requires that a special purpose acquisition company complete one or more business combinations within three years of its initial public shares their portionoffering, which, in the case of the Withdrawal Amount. The remainderCompany, would be April 1, 2024. If the Charter Extension is approved and the Board exercises its right to extend the life of the Company past April 1, 2024, such funds shall remain inextension would extend the trust account andCompany’s life beyond such 36-month deadline. As a result, the contemplated Charter Extension may not comply with NYSE Rule 102.06. We may be available for usesubject to suspension or delisting by the CompanyNYSE following April 1, 2024 if the Board exercises its right to complete a potential initial business combination, on or beforeextend the Extended Date. Holders of public shares who do not redeem their public shares now will retain their redemption rights and their abilityTermination Date past April 1, 2024 pursuant to vote on such business combination through the Extended Date ifCharter Extension. For more information see “Risk Factors - The Charter Extension contemplated by the Extension Amendment Proposal is approved.may contravene NYSE rules, and as a result, the NYSE could suspend trading in the Company’s securities or delist the Company’s securities from the NYSE.”

Approval of each of the Auditor Ratification Proposal and the Adjournment Proposal (if put forth at the Meeting) requires the affirmative vote of a simple majority of the votes cast by the holders of the Ordinary Shares, voting as a single class, who, being entitled to do so, vote in person or by proxy at the Meeting. Approval of the Director Election Proposal requires the affirmative vote of a simple majority of the votes cast by the holders of the Class B Ordinary Shares, who, being entitled to do so, vote in person or by proxy at the Meeting. The Adjournment Proposal, if put forth and adopted, will allow our Board to adjourn the Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal will be put forth for a vote if the Company anticipates that there are not sufficient votes to approve the Extension Amendment Proposal at the Meeting or for any other reason determined by the chairperson of the Meeting, and if put forth at the Meeting, the Adjournment Proposal will be the first and only proposal voted on and the Extension Amendment Proposal, the Auditor Ratification Proposal and the Director Election Proposal will not be submitted to the shareholders for a vote.

The Company’s Board has fixed the close of business on February 23,November 28, 2023 (the “Record Date”) as the date for determining the CompanyCompany’s shareholders entitled to receive notice of and vote at the Extraordinary General Meeting.Meeting and any adjournment or postponement thereof. Only record holders of the Company’s ordinary shares at the closerecord of businessOrdinary Shares on the recordthat date are entitled to vote or have their votes castcounted at the Extraordinary General Meeting.Meeting or any adjournment or postponement thereof. On the record date,Record Date, there were 21,437,500 Class A ordinary shares5,000,013 issued and outstanding Class A Ordinary Shares, and 5,359,375 Class B ordinary shares issued and outstanding which vote together as a single class with respectClass B Ordinary Shares.

To exercise your redemption rights, you must tender your Public Shares to the Extension Amendment ProposalCompany’s transfer agent at least two business days prior to the Meeting. You may tender your Public Shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically using the Depository Trust Company’s (“DTC”) Deposit/Withdrawal At Custodian (“DWAC”) system. If you hold your Public Shares in street name, you will need to instruct your bank, broker or other nominee to withdraw the Public Shares from your account in order to exercise your redemption rights.

A shareholder who is entitled to attend and if presented,vote at the Adjournment Proposal.Meeting is entitled to appoint one or more proxies to attend and vote instead of that shareholder, and that such proxyholder need not be a shareholder of the Company.

This proxy statement contains important information about the Extraordinary General Meeting, the Extension Amendment Proposal, the Auditor Ratification Proposal, the Director Election Proposal and the proposalsAdjournment Proposal. Whether or not you plan to be voted on atattend the Extraordinary General Meeting. PleaseMeeting, the Company urges you to read itthis material carefully and vote your shares.

This proxy statement is dated December 11, 2023 and is first being mailed, along with the Annual Report on Form 10-K for the year ended December 31, 2022, to shareholders on or about December 12, 2023.

TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS

The statements contained in this proxy statement that are not purely historical are “forward-looking statements.” 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 proxy statement may include, without limitation, statements about:

The forward-looking statements contained in this proxy statement 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” and elsewhere in this proxy statement, and under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021, as amended, our subsequently filed Quarterly Reports on Form 10-Q, and any other documents filed by the Company with the SEC. 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.

QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETINGCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

These Questions and Answers are only summariesSome of the statements contained in this proxy statement constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters they discuss. They dothat are not containhistorical facts. Forward-looking statements reflect the Company’s current views with respect to, among other things, the Company’s capital resources and results of operations. Likewise, the Company’s financial statements and all of the information that may be important to you. You should read carefullyCompany’s statements regarding market conditions and results of operations are forward-looking statements. In some cases, you can identify these forward-looking statements by the entire proxy statement, includinguse of terminology such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the annex to this proxy statement.

Why am I receiving this proxy statement?

This proxy statement and the enclosed proxy card are being sent to you in connection with the solicitationnegative version of proxies by our Board for use at the Extraordinary General Meeting,these words or at any adjournmentsother comparable words or postponements thereof. This proxy statement summarizes the information that you need to make an informed decision on the proposals to be considered at the Extraordinary General Meeting.phrases.

The forward-looking statements contained in this proxy statement reflect the Company’s current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause its actual results to differ significantly from those expressed in any forward-looking statement. The Company is a blank check company incorporated on January 15, 2021,does not guarantee that the transactions and events described will happen as a Cayman Islands exempted company, fordescribed (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

While forward-looking statements reflect the Company’s good faith beliefs, they are not guarantees of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganizationfuture performance. The Company disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other similar business combination with one or more businesses.

In connection with the formation of the Sponsor, the Sponsor received 5,750,000 Class B ordinary shares for a per share purchase price of approximately $0.004. Prior to the IPO, our Sponsor transferred 25,000 of its founder shares to each of Michelle Gill, Ryan Petersen and Laura de Petra, and 30,000 of its founder shares to Pierre Lamond, in each case, at their original per share purchase price. As ofchanges after the date of this proxy statement, the initial shareholders continue to own an aggregate of 5,359,375 founder shares.except as required by applicable law.

OnFor a further discussion of these and other factors that could cause the Company’s future results, performance or transactions to differ significantly from those expressed in any forward-looking statement, please see the section entitled “Risk Factors” in the Company’s Annual Reports on Form 10-K, as amended, for the years ended December 31, 2022 and December 31, 2021, as filed with the SEC on March 29, 2021,27, 2023 and April 1, 2022, respectively, and in other reports the Company consummated its IPOfiled with the SEC. You should not place undue reliance on any forward-looking statements, which are based only on information currently available to the Company (or to third parties making the forward-looking statements). For risks relating to LLP Transaction and LLP, see the Registration Statement on Form F-4 that will be filed by Pubco with the SEC.

QUESTIONS AND ANSWERS ABOUT THE MEETING

The questions and answers below highlight only selected information from this proxy statement and only briefly address some commonly asked questions about the Meeting and the proposals to be presented at the Meeting. The following questions and answers do not include all the information that is important to the Company’s shareholders. Shareholders are urged to read carefully this entire proxy statement, including Annex A and the other documents referred to herein, to fully understand the proposal to be presented at the Meeting and the voting procedures for the Meeting, which will be held on December 27, 2023, at 11:00 a.m., Eastern Time at the offices of Ellenoff Grossman & Schole LLP at 1345 Avenue of the Americas, New York, New York 10105, or at such other time and on such other date to which the Meeting may be adjourned or postponed. You can participate in the Meeting and vote via live webcast. You will be able to attend the Meeting online, vote and submit your questions during the Meeting by visiting https://www.cstproxy.com/twoaspac/2023. Even if you are planning on attending the Meeting online, please promptly submit your proxy vote by telephone, or, if you received a printed form of proxy in the mail, by completing, dating, signing and returning the enclosed proxy, so your shares will be represented at the Meeting. Instructions on voting your shares are on the proxy materials you received for the Meeting. Even if you plan to attend the Meeting online, it is strongly recommended you complete and return your proxy card before the Meeting date, to ensure that your shares will be represented at the Meeting if you are unable to attend.

On April 1, 2021, simultaneously with the closing of the initial public offering, the Company completed the private sale (the “Private Placement”) of 600,000 Class A ordinary sharesOrdinary Shares (the “Private Placement Shares”), at a price of $10.00 per share (the “public shares”). On April 13, 2021, the underwriter of the IPO acquired an additional 1,437,000 Class A ordinary shares pursuantPrivate Placement Share to the underwriter’s partial exercise of its over-allotment option, at $10.00 per unit,Original Sponsor, generating total gross proceeds of $214,375,000.

approximately $6.0 million. Simultaneously with the closing of the IPO, the Company consummated the sale of an aggregate of 600,000 Class A ordinary shares at a price of $10.00 per share in a private placement to our Sponsor, generating gross proceeds to the Company of $6,000,000. Simultaneously with the underwriter’s partial exercise of its over-allotment optionOver-Allotment on April 13, 2021, the Company consummated the second closing of the private placement,Private Placement, resulting in the purchase of an aggregate of an additional 28,750 Class A ordinary sharesPrivate Placement Shares by ourthe Original Sponsor, generating gross proceeds to the Company of $287,500 (with the initial such private placement, the “private placement,” and such shares, the “private placement shares”). On December 29, 2022, our Sponsor forfeited its 628,750 private placement shares to the Company for no value. As of the date of this proxy statement, the Sponsor does not own any Class A ordinary shares.$287,500.

In connection with the formation of the Sponsor, the Sponsor received 5,750,000 Class B ordinary shares at a per share purchase price of approximately $0.004. Prior to the IPO, our Sponsor transferred 25,000 of its founder shares to each of Michelle Gill, Ryan Petersen and Laura de Petra, and 30,000 of its founder shares to Pierre Lamond, in each case, at their original per share purchase price. On April 19, 2021, following the expiration of the underwriter’s over-allotment option, the Sponsor forfeited 390,625 Class B ordinary shares for no consideration, following which time there were 5,359,375 Class B ordinary shares issued and outstanding. As of the date of this proxy statement, the initial shareholders continue to own an aggregate of 5,359,375 founder shares.

FollowingUpon the closing of the IPO on March 29, 2021, an amount of approximatelyinitial public offering, the Over-Allotment and the Private Placements, $214.4 million ($10.00 per share) out of the net proceeds of the sale of the public sharesPublic Shares in the IPOinitial public offering and the sale of the private placement shares wasPrivate Placement Shares in the Private Placements were placed in the trust account, which was investedTrust Account, located in U.S. government securities, within the meaning set forth in Section 2(a)(16)United States with Continental Stock Transfer & Trust Company acting as trustee. In March 2023, the Company instructed the trustee of the Investment Company Act of 1940, as amended (“Investment Company Act”), with a maturity of 185 days or less orTrust Account to liquidate the investments held in money marketthe Trust Account and instead to hold the funds meeting certain conditions under Rule 2a-7 promulgated underin the Investment Company Act which invest onlyTrust Account in direct U.S. government treasury obligations,an interest-bearing demand deposit account until the earlier of: (a)of the completionconsummation of our initial business combination, (b)a Business Combination and the redemptionliquidation of any public shares properly submittedthe Company. The funds were still held in connection with a shareholder vote to approve certain amendments to our Governing Documents, including a vote to approve an extension to the Current Outside Date, and (c) the redemptionthis account as of our public shares if we are unable to complete the initial business combination within the period provided in our Governing Documents. September 30, 2023.

Like most blank check companies, our Governing Documentsthe Company’s Memorandum and Articles of Association provide for the return of the IPOinitial public offering proceeds held in the trust account to the public shareholders if we do not consummate a qualifying business combination on or before a certain date. In our case, such date is March 29, 2023. As of the record date, the Company had approximately $217.2 million of cash in the trust account. We intend, on or shortly prior to March 29, 2023, to instruct the trustee to liquidate the securities held in the Trust Account to the holders of Public Shares sold in the initial public offering if there is no qualifying Business Combination(s) consummated on or before the Termination Date.

The Company believes that it is in the best interests of the Company’s shareholders to continue the Company’s existence until the Charter Extension Date if necessary in order to allow the Company additional time to complete the LLP Transaction and to maintain such funds in cash, in an interest-bearing demand deposit account at a bank.is therefore holding this Meeting.

Our Board has determined that it is in the best interests of the Company to amend the Governing Documents to extend the date we have to consummate a business combination to December 29, 2023 in order to allow the Company more time to complete an initial business combination. Therefore, our Board is submitting the proposals described in this proxy statement for the shareholders to vote upon.

Q:	Can I attend the Meeting in person?

What is being voted on?

You are being asked to vote on each of the Extension Amendment Proposal and, if presented, the Adjournment Proposal. Both proposals are described below:

A:

Yes. The Meeting will be held at the offices of Ellenoff Grossman & Schole LLP at 1345 Avenue of the Americas, New York, New York 10105. We will also be hosting the Meeting via live webcast on the Internet. The webcast will start at 11:00 a.m. Eastern Time, on December 27, 2023. Any shareholder can listen to and participate in the Meeting live via the Internet at https://www.cstproxy.com/twoaspac/2023.

What areIf the purposesCharter Extension is implemented and one or more of the Extension Amendment ProposalCompany’s shareholders elect to redeem their Public Shares pursuant to the Redemption, the Company will remove from the Trust Account and deliver to the Adjournment Proposal?

Our Board believes that there may not be sufficient timeholders of such redeemed Public Shares an amount equal to consummate an initial business combination by the Current Outside Date.

The purposepro rata portion of funds, including interest earned but net of (i) the funds released to pay income taxes and (ii) $100,000 of interest to pay dissolution expenses, as available in the Trust Account with respect to such redeemed Public Shares, and retain the remainder of the Adjournment Proposal is to allow the Company to adjourn the Extraordinary General Meeting to a later date or dates if we determine that additional time is necessary either to permit further solicitation and vote of proxiesfunds in the event that there are insufficient votes to approveTrust Account for the Extension Amendment ProposalCompany’s use in connection with consummating the LLP Transaction on or if we determine that additional time is necessary to effectuate the Extension or the Board determines before the Extraordinary General Meeting that it is not necessary or no longer desirable to proceed with theCharter Extension Amendment Proposal.

The Extension Amendment Proposal must be approved in order to implement the Extension. In addition, our Governing Documents require that the Company not proceed with the Extension if the number of redemptions of our public shares causes the Company to have less than $5,000,001 of net tangible assets, which requirement may not be waived by the Board.Date.

If the Extension Amendment Proposal is approved and the Charter Extension is implemented, the removal from the Trust Account of the amount equal to the pro rata portion of funds available in the Trust Account with respect to such approvalredeemed Public Shares will constitute consent forreduce the Company’s net asset value. The Company cannot predict the amount that will remain in the Trust Account following the Redemption if the Charter Extension Amendment Proposal is approved and the Charter Extension is implemented, and the amount remaining in the Trust Account may be only a small fraction of the approximately $52.8 million that was in the Trust Account as of the Record Date.

Additionally, if the Extension Amendment Proposal is approved and implemented, the Sponsor or its designees has agreed to contribute to the Company to removeas a loan (i) the Withdrawal Amount from the trust account, deliver to the holderslesser of redeemed public shares their portion(x) an aggregate of the Withdrawal Amount and retain the remainder of the funds in the trust account$165,000 or (y) $0.035 for the Company’s useeach Public Share that is not redeemed in connection with consummatingthe Charter Extension for the first two months (commencing on January 2, 2024 and on the 2nd day of each subsequent month until March 1, 2024) plus (ii) the lesser of (x) $82,500 per month or (y) $0.0175 per Public Share that remains outstanding and is not redeemed in connection with the Extension for each of the four subsequent calendar months (commencing on March 2, 2024 and on the 2nd day of each subsequent month) until the Charter Extension Date, or portion thereof, that is needed to complete a business combinationBusiness Combination (such loans, the “Contribution”), which amount will be deposited into the Trust Account. Accordingly, the amount deposited per share will depend on or before the Extended Date.number of Public Shares that remain outstanding after redemptions in connection with the Extension and the length of the extension period that will be needed to complete the LLP Transaction. If more than 4,714,285 Public Shares remain outstanding after redemptions in connection with the Extension, then the amount paid per share will be decreased proportionately. For example, if we complete the LLP Transaction on July 1, 2024, which would represent six (6) calendar months, no Public Shares are redeemed and all of our Public Shares remain outstanding in connection with the Extension, then the aggregate amount deposited per share will be approximately $0.099 per share, with the aggregate maximum contribution to the Trust Account being $495,000. However, if 285,728 Public Shares are redeemed and 4,714,285 of our Public Shares remain outstanding after redemptions in connection with the Extension, then the amount deposited per share for such six-month period will be $0.105 per share, with the aggregate maximum contribution to the Trust Account being $495,000.

If the Extension Amendment Proposal is not approved and the ExtensionLLP Transaction is implemented,not completed on or before the removal of the Withdrawal Amount from the trust accountOriginal Termination Date, January 1, 2024, as contemplated by and in connectionaccordance with the Election will reduce the amount held in the trust account following the Election. The Company cannot predict the amount that will remain in the trust account after such withdrawal if the Extension Amendment Proposal is approvedMemorandum and the amount remaining in the trust account may be only a fractionArticles of the $214.4 million, plus accrued interest (less any funds used to pay taxes) that was in the trust account as of the record date. In such event, the Company may still seek to obtain additional funds to complete its initial business combination and there can be no assurance that such funds will be available on terms acceptable to the parties or at all.

If the Extension Amendment Proposal is not approved, we may again seek to extend the Current Outside Date. If the Extension Amendment Proposal is not approved, the Current Outside Date is not otherwise extended and the Company has not consummated an initial business combination by the Current Outside Date,Association, 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,Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account,Trust Account, including interest earned on the funds held in the trust accountTrust Account and not previously released to usthe Company to pay our franchise andits 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,Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholdersof the holders of such Public Shares (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 ourthe Company’s remaining shareholders and ourthe Board, liquidate and dissolve, subject in eachthe case of clauses (ii) and (iii) to ourthe Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of other applicable law.

The Adjournmentholders of the Founder Shares have waived their rights to participate in any liquidating distribution with respect to the 5,359,375 Founder Shares.

Neither the Auditor Ratification Proposal will only be presented atnor the Extraordinary General Meeting if there are not sufficient votes for, or otherwise in connection with,Director Election Proposal is conditioned on the approval of the Extension Amendment Proposal or the Board determines before the Extraordinary General Meeting that it is not necessary or no longer desirable to proceed with the Extension AmendmentAdjournment Proposal.

Our initial shareholders have agreed to waive their redemption rights with respect to their founder shares and public shares, as applicable, in connection with a shareholder vote to approve certain amendments toThe Adjournment Proposal is not conditioned on the Company’s Governing Documents, including a vote to approve an extension toapproval of any of the Current Outside Date. In addition, they have agreed to waive their right to receive liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination by the Current Outside Date.

Why isother three proposals. If the Company proposinganticipates that it may not have sufficient votes to pass the Extension Amendment Proposal, the Auditor Ratification Proposal or the Director Election Proposal, the Company may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the Charter Extension, the Auditor Ratification Proposal or the Director Election Proposal. If the Adjournment Proposal is put forth at the Meeting, the Adjournment Proposal will be the first and only proposal voted on and the Extension Amendment Proposal, the Auditor Ratification Proposal and the Director Election Proposal will not be submitted to the shareholders for a vote, provided that the Adjournment Proposal?Proposal passes.

Our Governing Documents

On August 15, 2023, the return of the IPO proceeds held in trust to the holders of our public shares if we have not consummated a qualifying business combination by the Current Outside Date. Our Board believes that there may not be sufficient time to enterCompany entered into a definitive agreement, make the requisite SEC filings, complete the SEC review processBusiness Combination Agreement with LLP and holdother parties named thereof. The Company intends to call an extraordinary general meeting of its shareholders to obtain shareholder approvalapprove the LLP Transaction. The Company currently has until January 1, 2024 to complete the LLP Transaction, which the Board believes is insufficient time to complete all the steps necessary to complete the LLP Transaction or another Business Combination if the LLP Transaction is not completed. Accordingly, the Board has determined that it is in the best interests of the Company to seek an extension of the Original Termination Date and have the Company’s shareholders approve the Extension Amendment Proposal to allow additional time to consummate an initial business combination, by the Current OutsideLLP Transaction. Without the Charter Extension, the Company believes that it will not be able to complete the LLP Transaction on or before the Original Termination Date. Accordingly,If that were to occur, the Company would be precluded from completing the LLP Transaction and would be forced to liquidate on the Original Termination Date.

Because we havemay not be able to complete the LLP Transaction within the permitted time period, the Board has determined to seek shareholder approval to extend the Current Outside Date to the Extended Date.date by which we must complete an initial Business Combination.

The sole purpose of the Extension Amendment Proposal is to provideIn particular, the Company with sufficient time to complete its initial business combination, which our Board believes is in the best interest of our shareholders. We believe that given ourits expenditure of time, effort and money on searching for potential business combination opportunities,finding a Business Combination target, circumstances warrant providing public shareholders an opportunity to consider any potential initial business combination.

The purpose of the Adjournment Proposal is to allowLLP Transaction. Accordingly, the Company to adjourn the Extraordinary General Meeting to a later date or dates if we determine that additional time is necessary either to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve the Extension Amendment Proposal or if we determine that additional time is necessary to effectuate the Extension or the Board determines before the Extraordinary General Meeting that it is not necessary or no longer desirable to proceed with the Extension Amendment Proposal. Accordingly, our Board is proposing the Extension Amendment Proposal to amend our Memorandum and if necessary,Articles of Association by the Adjournment Proposal to extend the Company’s corporate existence until the Extended Date.

You are not being asked to vote on any proposed business combination at this time. If the Extension is implemented and you do not elect to redeem your public shares in connection with the Extension, you will retain the right to vote on any potential initial business combination, when and if such business combination is submitted to the public shareholders (provided that you are a shareholder on the record date for a meeting to consider such business combination) and the right to redeem your public shares for a pro rata portion of the trust accountresolution in the event any proposed business combination is approved and completed or the Company has not consummated a business combination by the Extended Date.

Why should I vote for the Extension Amendment Proposal?

Our Board believes shareholders will benefit from the Company consummating a business combination and is proposing the Extension Amendment Proposalform set forth in Annex A hereto to, among other things, (i) extend the date by which the Companywe must complete(a) consummate a business combination until the Extended Date. The Extension would give the Company the opportunityBusiness Combination, (b) cease our operations if we fail to complete the any potential initial business combination, which our Board believes in the best interests of the shareholders.

Our Governing Documents provide that if our shareholders approve an amendment to our Governing Documents that would affect the substancesuch Business Combination, and (c) redeem or timing of our obligation to redeemrepurchase 100% of the Company’sPublic Shares sold in our initial public shares ifoffering, from January 1, 2024 to July 1, 2024 (or such earlier date as determined by the Board). The Extension Amendment Proposal is a condition of the Charter Extension.

If the Company doesanticipates that it may not completehave sufficient votes to pass the Extension Amendment Proposal, the Auditor Ratification Proposal or the Director Election Proposal, the Company may put the Adjournment Proposal to a business combination by the Current Outside Date, we will provide our public shareholders with the opportunity to redeem all or a portion of their public shares in connection with such approval 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 trust account deposits (which interest shall be net of taxes payable), divided by the number of then outstanding public shares. This provision was included in the Governing Documents to protect our shareholders from having to sustain their investments for an unreasonably long period if we failed to find a suitable business combination in the timeframe contemplated by the Governing Documents. We also believe, however, that given our expenditure of time, effort and money on pursuing potential business combination opportunities, circumstances warrant providing our public shareholders an opportunity to consider a potential initial business combination.

Our Board recommends that you vote in favororder to seek additional time to obtain sufficient votes in support of the Extension Amendment Proposal, but expresses no opinion as to whether you should redeem your public shares.

Why should I vote for the Adjournment Proposal?

Auditor Ratification Proposal and the Director Election Proposal. If the Adjournment Proposal is presentedput forth at the Meeting and is not approved by ourthe Company’s shareholders, ourthe Board may not be able to adjourn the Extraordinary General Meeting to a later date inor dates, and the eventExtension Amendment Proposal, the Auditor Ratification Proposal and the Director Election Proposal will be put at the Meeting for approval even if the Company anticipates that there are insufficient votes for, or otherwise in connection with, the approval of such proposals. For the Extension Amendment Proposal.

Our Board recommends that you vote in favoravoidance of doubt, if put forth at the Meeting, the Adjournment Proposal.

How doProposal will be the Company’s insiders intend to vote their shares?

The Sponsor, which is an affiliate of certain members of the Boardfirst and the Company’s management team,only proposal voted on and the other initial shareholders are expected to vote any ordinary shares over which they have voting control in favor of both of the proposals. The initial shareholders waived their rights to redeem their founder shares and/or public shares, as applicable. On the record date, the initial shareholders beneficially owned and were entitled to vote 5,359,375 founder shares, which represent 20% of the Company’s issued and outstanding ordinary shares.

In addition, the Sponsor, directors, executive officers or any of their respective affiliates, may purchase public shares in privately negotiated transactions or in the open market prior to or following the Extraordinary General Meeting, although they are under no obligation to do so. Such public shares purchased by our Sponsor, directors, executive officers or any of their respective affiliates would be (a) purchased at a price no higher than the redemption price for the public shares, which is currently estimated to be $10.17 per share, calculated based on the trust account amount as of the record date (which amount includes interest earned on the funds held in the trust account and not previously or yet released to the Company to pay its taxes), and (b) would not be (i) voted by the Sponsor, directors, executive officers or their respective affiliates at the Extraordinary General Meeting and (ii) redeemable by the Sponsor, directors, executive officers or their respective affiliates. Any such purchases that are completed after the record date for the Extraordinary General Meeting may include an agreement with a selling shareholder that such shareholder, for so long as it remains the record holder of the shares in question, will vote in favor of the Extension Amendment Proposal, and/orthe Auditor Ratification Proposal and the Director Election Proposal will not exercise its redemption rights with respectbe submitted to the shares so purchased. The purpose of such share purchases and other transactions would be to increase the likelihoodshareholders for a vote provided that the proposals to be voted upon atAdjournment Proposal is approved, provided that the Extraordinary General Meeting are approved by the requisite number of votes and to reduce the number of public shares that are redeemed. In the event that such purchases do occur, the purchasers may seek to purchase shares from shareholders who would otherwise have voted against the Extension AmendmentAdjournment Proposal and elected to redeem their shares for a portion of the trust account. None of the Sponsor, directors, executive officers or their respective affiliates may make any such purchases when they are in possession of any material non-public information not disclosed to the seller or during a restricted period under Regulation M under the Exchange Act. Further, we, our directors and executive officers, our Sponsor, or any of their respective affiliates may enter into agreements with one or more shareholders of the Company pursuant to which such stockholders would agree not to redeem all or part of their public shares in connection with the Extension Amendment Proposal and/or to vote in favor thereof, in consideration of payments made in the form of cash, founder shares forfeited by Sponsor or otherwise. To our knowledge, as of the date hereof, no such agreement has been entered into, and neither we nor our Sponsor (or our respective directors, members, officers or affiliates) have contacted or discussed any shareholders for the purposes of entering into any such agreement.passes.

Does the Board recommend voting for the approval of the Extension Amendment Proposal and, if presented, the Adjournment Proposal?

Yes. After careful consideration of the terms and conditions of the proposals, the Board has determined that the Extension Amendment Proposal and, if presented, the Adjournment Proposal are in the best interests of the Company and its shareholders. The Board unanimously recommends that shareholders vote “FOR” both the Extension Amendment Proposal and, if presented, the Adjournment Proposal.

What vote is required to adopt the Extension Amendment Proposal?

Approval of the Extension Amendment Proposal will require a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majorityeach of the votes cast by the holders of the issuedAuditor Ratification Proposal and outstanding ordinary shares present in person (including via live webcast) or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter on the record date. As of the date of this proxy statement, the initial shareholders hold 20% of the Company’s outstanding ordinary shares.

If the Extension Amendment Proposal is approved and the Extension is implemented, any holder of public shares may redeem all or a portion of their public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to such approval, including any interest earned on the trust account deposits (which interest shall be net of taxes payable), divided by the number of then outstanding public shares. However, 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(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the Class A ordinary shares without the prior consent of the Company.

In addition, we will not proceed with the Extension if the number of redemptions of our Public Shares causes the Company to have less than $5,000,001 of net tangible assets, which requirement may not be waived by the Board.

What vote is required to adopt the Adjournment Proposal?

If presented, the Adjournment Proposal (if put forth at the Meeting) requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a simple majority of the votes cast by the holders of the issued ordinary shares presentOrdinary Shares, voting as a single class, who, being entitled to do so, vote in person (including via live webcast) or represented by proxy at the Extraordinary GeneralMeeting. Approval of the Director Election Proposal requires the affirmative vote of a simple majority of the votes cast by the holders of the Class B Ordinary Shares, who, being entitled to do so, vote in person or by proxy at the Meeting.

A shareholder of the Company who attends the Meeting, either in person or by proxy (or, if a corporation or other non-natural person, by sending its duly authorized representative or proxy), will be counted (and the number of Ordinary Shares held by such shareholder will be counted) for the purposes of determining whether a quorum is present at the Meeting. The presence, in person or by proxy or by duly authorized representative, at the Meeting of the holders of a majority of all issued and outstanding Ordinary Shares entitled to attend and vote at the Meeting shall constitute a quorum for the Meeting.

At the Meeting, only those votes which are actually cast, either “FOR” or “AGAINST,” the Extension Amendment Proposal, the Auditor Ratification Proposal, the Director Election Proposal or the Adjournment Proposal, will be counted for the purposes of determining whether the Extension Amendment Proposal, the Auditor Ratification Proposal, the Director Election Proposal or the Adjournment Proposal (as the case may be) are approved, and any Ordinary Shares which are not voted at the Meeting will have no effect on the outcome of such votes. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast and will have no effect on the outcome of the vote on the Extension Amendment Proposal, the Auditor Ratification Proposal, the Director Election Proposal or the Adjournment Proposal.

If presented, the Board recommends that you vote in favor of the Adjournment Proposal.

We are seeking the Extension Amendment to provide us additional time to complete a Business Combination.

Upon approval of the Extension Amendment Proposal by the affirmative vote of at least two-thirds of the shareholders entitled to vote on such matter.

If the Adjournment Proposal is presented, what is the Resolution to be voted upon?

The full textwho attend and vote at a general meeting of the resolutionCompany, we will file the proposed amendment to be proposed is as follows:

“RESOLVED, as an ordinary resolution, that the general meeting be adjourned to a later date or dates to be determinedAmended and Restated Memorandum and Articles of Association by the chairmanresolution in the form set forth in Annex A hereto. We will remain a reporting company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and our Ordinary Shares will remain publicly traded. The Company will then continue to work to consummate the general meeting, either (x) to permit further solicitation and vote of proxies or (y) becauseLLP Transaction by the board of directors has determined that it is not necessary or no longer desirable to proceed with the Extension Amendment Proposal.”Extended Date.

What happens if I sell my public shares beforeThe Sponsor, the Extraordinary General Meeting?Company’s directors, officers and directors and their respective affiliates are not entitled to redeem any Class B Ordinary Shares or Class A Ordinary Shares held by them in connection with the Extension Amendment Proposal. On the Record Date, the Sponsor, the Company’s directors, officers and directors and their respective affiliates beneficially owned and were entitled to vote an aggregate of 3,347,611 Class B Ordinary Shares, collectively representing approximately 62.5% of the Company’s issued and outstanding Class B Ordinary Shares and 32.3% of the Company’s issued and outstanding Ordinary Shares.

The February 23, 2023 record date is earlier thanIn addition, the dateSponsor may enter into arrangements with a limited number of the Extraordinary General Meeting. Company’s shareholders pursuant to which such shareholders would agree not to redeem the Public Shares beneficially owned by them in connection with the Extension Amendment Proposal. The Sponsor may provide such shareholders either Founder Shares, membership interests in the Sponsor or other consideration pursuant to such arrangements.

If you transferattend the Meeting in person or by proxy, you may vote “AGAINST” the Extension Amendment Proposal, the Auditor Ratification Proposal, the Director Election Proposal or the Adjournment Proposal, and your public shares afterOrdinary Shares will be counted for the record date,purposes of determining whether the Extension Amendment Proposal, the Auditor Ratification Proposal, the Director Election Proposal or the Adjournment Proposal (as the case may be) are approved.

However, if you fail to attend the Meeting in person or by proxy, or if you do attend the Meeting in person or by proxy but before the Extraordinary General Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right“ABSTAIN” or otherwise fail to vote at the Extraordinary General Meeting. If you transferMeeting, your public shares prior toOrdinary Shares will not be counted for the record date, you will have no right to vote those shares at the Extraordinary General Meeting. If you acquired your public shares after the record date, you will still have an opportunity to redeem them if you so decide.

What if I don’t want to vote forpurposes of determining whether the Extension Amendment Proposal, and/the Auditor Ratification Proposal, the Director Election Proposal or the Adjournment Proposal?Proposal (as the case may be) are approved, and your Ordinary Shares which are not voted at the Meeting will have no effect on the outcome of such votes.

If you do not want the Extension Amendment Proposal or, if presented, the Adjournment Proposal to be approved, you must vote “AGAINST” such proposal. If the Extension Amendment Proposal, is approved,the Auditor Ratification Proposal and the Extension is implemented, thenDirector Election Proposal are approved, the Withdrawal AmountAdjournment Proposal will not be presented for a vote. For the avoidance of doubt, if put forth at the Meeting, the Adjournment Proposal will be withdrawn from the trust accountfirst and paid to the redeeming holders.

Abstentionsonly proposal voted on and broker non-votes will be counted in connection with the determination of whether a valid quorum is established but will have no effect on any of the proposals.

Will you seek any further extensions to liquidate the trust account?

Other than the extension until the Extended Date as described in this proxy statement, we do not currently anticipate seeking any further extension to consummate our initial business combination, although we may determine to do so in the future.

What happens if the Extension Amendment Proposal, isthe Auditor Ratification Proposal and the Director Election Proposal will not approved?be submitted to the shareholders for a vote, provided that the Adjournment Proposal passes.

If the Extension Amendment Proposal is not approved at the Company may again seek to extendMeeting or at any adjournment or postponement thereof and the Current Outside Date. If the Extension Amendment ProposalLLP Transaction is not approved,completed on or before the Current OutsideOriginal Termination Date, is not otherwise extendedthen as contemplated by and in accordance with the Company has not consummated an initial business combination by the Current Outside Date,Memorandum and Articles of Association, 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,Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account,Trust Account, including interest earned on the funds held in the trust accountTrust Account and not previously released to usthe Company to pay our franchise andits income taxes, if any (lessand less up to $100,000 of interest to pay dissolution expenses)expenses, divided by the number of the then-outstanding public shares,Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholdersof the holders of such Public Shares (including the right to receive further liquidation distributions, if any, subject to applicable law)any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of ourthe Company’s remaining shareholders and ourthe Board, liquidate and dissolve, subject in eachthe case of clauses (ii) and (iii) to ourthe Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable laws.law.

Our initial shareholdersThe holders of the Founder Shares have agreedwaived their rights to waive their redemption rightsparticipate in any liquidating distribution with respect to their founder shares and public shares, as applicable, in connection with a shareholder vote to approve certain amendments to our Governing Documents, including a vote to approve an extension to the Current Outside Date. In addition, they have agreed to waive their right to receive liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination by the Current Outside Date.5,359,375 Founder Shares.

If the Extension Amendment Proposal is approved and the Company will continue to attempt to consummate its initial business combination until the Extended Date.

In addition,Charter Extension is implemented, the removal from the Trust Account of the Withdrawal Amount fromamount equal to the trust account, if any,pro rata portion of funds available in the Trust Account with respect to such redeemed Public Shares will reduce the amount remaining in the trust accountTrust Account and increase the percentage interest of the Company ordinary shares held by our initial shareholders through the founder shares.

IfCompany’s officers, directors, the Sponsor and its affiliates. The Company cannot predict the amount that will remain in the Trust Account following the Redemption if the Extension Amendment Proposal is approved, we will file an amendment to our Governing Documents with the Registrar of Companies of the Cayman Islands in the form of Annex A hereto. The Company will remain a reporting company under the Exchange Act, and our public shares will remain publicly traded.

How are the funds in the trust account currently being held?

The funds in the trust account have, since our IPO, been held only in 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 money market funds meeting certain conditions of Rule 2a-7 of the Investment Company Act, to mitigate the risk of being viewed as operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act). As of the record date, amounts held in the trust account included approximately $2.8 million of accrued interest.

There is currently uncertainty concerning the applicability of the Investment Company Act to special purpose acquisition companies like us (“SPACs”). It is possible that a claim could be made that we have been operating as an unregistered investment company, including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act, based on the rules currently in place and the current views of the SEC. If we were deemed to be an investment company for purposes of the Investment Company Act, burdensome regulatory requirements could force us to abandon our efforts to consummate an initial business combination. If we are forced to liquidate early, our shareholders will have lost the opportunity to participate in a business combination and earn any potential gain on their investment.

We currently intend to, on or prior to the 24-month anniversary of our IPO (March 29, 2023), instruct Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government securities or money market funds heldamount remaining in the Trust Account, and thereafter to hold all fundsmay be only a small fraction of the approximately $52.8 million that was in the Trust Account in an interest-bearing bank deposit account until the earlier of consummation of our initial business combination or our liquidation. Following a liquidationas of the Trust Account assets,Record Date.

Additionally, if we are unablethe Extension Amendment Proposal is approved and implemented, the Sponsor or its designees has agreed to achieve more than minimal interestcontribute to the Company as a loan (i) the lesser of (x) an aggregate of $165,000 or (y) $0.035 for each Public Share that is not redeemed in connection with the Charter Extension for the first two months (commencing on January 2, 2024 and on the funds held in2^nd day of each subsequent month until March 1, 2024) plus (ii) the Trust Account, the dollar amount our public shareholders would otherwise receive upon any redemptionlesser of (x) $82,500 per month or liquidation of the Company would be less than if the assets in the Trust Account remained in U.S. government securities or money market funds. Interest on the Trust Account(y) $0.0175 per Public Share that remains outstanding and is variable and, while it is currently expected to be approximately 3.0% per annum, the actual rate we obtain may be higher or lower, and may subsequently increase or decrease significantly.

Furthermore, there is no guarantee that moving the funds held in the Trust Account to cash prior to the 24-month anniversary of our IPO will successfully mitigate the risk of us being deemed an unregistered investment company. Please also read see the section entitled “Risk Factors — If we were deemed to be an investment company for purposes of the Investment Company Act, our activities would be severely restricted….”

If I do not redeem my shares now, would I still be able to vote on an initial business combination and exercise my redemption rights with respect to an initial business combination?

Yes. If you do not redeem your sharesredeemed in connection with the Extension for each of the four subsequent calendar months (commencing on March 2, 2024 and on the 2nd day of each subsequent month) until the Charter Extension Date, or portion thereof, that is needed to complete a Business Combination (such loans, the “Contribution”), which amount will be deposited into the Trust Account. Accordingly, the amount deposited per share will depend on the number of Public Shares that remain outstanding after redemptions in connection with the Extension and the length of the extension period that will be needed to complete the LLP Transaction. If more than 4,714,285 Public Shares remain outstanding after redemptions in connection with the Extension, then the amount paid per share will be decreased proportionately. For example, if we complete the LLP Transaction on July 1, 2024, which would represent six (6) calendar months, no Public Shares are redeemed and all of our Public Shares remain outstanding in connection with the Extension, then the aggregate amount deposited per share will be approximately $0.099 per share, with the aggregate maximum contribution to the Trust Account being $495,000. However, if 285,728 Public Shares are redeemed and 4,714,285 of our Public Shares remain outstanding after redemptions in connection with the Extension, then the amount deposited per share for such six-month period will be $0.105 per share, with the aggregate maximum contribution to the Trust Account being $495,000.

Assuming the Extension Amendment Proposal then, assuming youis approved, the initial Contribution amount will be deposited into the Trust Account promptly following the Original Termination Date. Each additional monthly Contribution will be deposited in the Trust Account within seven calendar days from the 2nd day of such calendar month. The Contributions are a shareholder asconditioned upon the implementation of the record date for voting on any potential initial business combination, youCharter Extension. The Contributions will not be made if the Charter Extension is not approved or the Extension is not completed. The amount of the Contributions, which are loans, will not bear interest and will be ablerepayable by us to vote on such business combination when it is submitted to shareholders. You will also retain your right to redeem your public sharesthe Sponsor or its designees upon consummation of a Business Combination. If the Sponsor or its designees advises us that it does not intend to make the Contributions, then the proposals will not be put before the shareholders at the Meeting and we will wind up, liquidate and dissolve in accordance with the Memorandum and Articles of Association. Our Board will have the sole discretion whether to extend for additional calendar months following January 1, 2024 until July 1, 2024 and if our Board determines not to continue extending for additional calendar months, the Sponsor or its designees will not make any additional Contributions following such business combination, subject to any limitations set forth in the Governing Documents.determination.

When and where is the Extraordinary General Meeting?

The Extraordinary General Meeting will be held at 10:00AM Eastern Time, on March 24, 2023, virtually via live webcast. You will be able to attend the Extraordinary General Meeting online, vote, and submit your questions during the Extraordinary General Meeting by visiting www.virtualshareholdermeeting.com/TWOA2023SM

How do I attend the virtual Extraordinary General Meeting, and will I be able to ask questions?

If you are a registeredNotwithstanding shareholder you received a proxy card from our transfer agent, Continental Stock Transfer & Trust Company (“transfer agent”). The form contains instructions on how to attend the virtual annual meeting including the URL address, along with your control number. You will need your control number for access. If you do not have your control number, contact the transfer agent by phone (917) 262-2373, or email at proxy@continentalstock.com.

You can pre-register to attend the virtual meeting starting March 17, 2023 at 10:00AM Eastern Time (five business days prior to the Extraordinary General Meeting date). Enter the URL address into your browser www.virtualshareholdermeeting.com/TWOA2023SM, enter your control number, name and email address. Once you pre-register you can vote or enter questions in the chat box. At the startapproval of the Extraordinary General Meeting youExtension Amendment Proposal, our Board will needretain the right to re-log in using your control numberabandon and will also be prompted to enter your control number if you vote duringnot implement the Extraordinary General Meeting.

Extension Amendment at any time without any further action by our shareholders.

Beneficial holders, who own their investments through a bank or broker, will need to contact the transfer agent to receive a control number. If you plan to vote at the Extraordinary General Meeting you will need to have a legal proxy from your bank or broker or if you would like to join and not vote, the transfer agent will issue you a guest control number with proof of ownership. Either way you must contact the transfer agent for specific instructions on how to receive the control number at the phone number or email address above. Please allow up to 72 hours prior to the Extraordinary General Meeting for processing your control number.

How do I vote?

If you are a holder of record of the Company’s ordinary shares you may vote at the Extraordinary General Meeting or by submitting a proxy for the Extraordinary General Meeting. Whether or not you plan to attend the Extraordinary General Meeting virtually or in person, we urge you to vote by proxy to ensure your vote is counted. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. You may still attend the Extraordinary General Meeting and vote in person or virtually if you have already voted by proxy.

If your ordinary shares of the Company are held in “street name” by a broker or other agent, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Extraordinary General Meeting, whether in person or via live webcast. However, since you are not the shareholder of record, you may not vote your shares virtually at the Extraordinary General Meeting unless you request and obtain a valid proxy from your broker or other agent.

How do I change my vote?

If you have submitted a proxy to vote your shares and wish to change your vote, you may do so by delivering a later-dated, signed proxy card prior to the date of the Extraordinary General Meeting or by voting virtually at the Extraordinary General Meeting. Attendance at the Extraordinary General Meeting alone will not change your vote. You also may revoke your proxy by sending a notice of revocation to the Company at:Company’s Chief Executive Officer, which must be received by the Company’s Chief Executive Officer on or before the Meeting. Attending the Meeting will not cause your previously granted proxy to be revoked unless you specifically so request.

two

900 Kearny St., Suite 610,

San Francisco, CA 94133

How are votes counted?

VotesShareholders who attend the Meeting, either in person or by proxy (or, if a corporation or other non-natural person, by sending their duly authorized representative or proxy), will be counted (and the number of Ordinary Shares held by the inspector of election appointedsuch shareholders will be counted) for the Extraordinary Generalpurposes of determining whether a quorum is present at the Meeting. The presence, in person or by proxy or by duly authorized representative, at the Meeting who will separately count “FOR”of the holders of a majority of all issued and “AGAINST”outstanding Ordinary Shares entitled to attend and vote at the Meeting shall constitute a quorum for the Meeting.

At the Meeting, only those votes abstentions and broker non-votes forwhich are actually cast, either “FOR” or “AGAINST,” the Extension Amendment Proposal.

Proposal, the Auditor Ratification Proposal, the Director Election Proposal or the Adjournment Proposal, will be counted for the purposes of determining whether each of the proposals is approved, and any Ordinary Shares which are not voted at the Meeting will have no effect on the outcome of such votes. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will be counted in connection with the determination of whether a valid quorum is established butnot count as votes cast and will have no effect on the outcome of the vote on any of the proposals.

The Company believes that the Extension Amendment Proposal, or, if presented, the Adjournment Proposal. SinceDirector Election Proposal and the Adjournment Proposal, is considered a routine matter, brokers shall be entitled to vote on the Adjournment Proposal absent voting instructions, and thus there should be no broker non-votes with respectif presented to the Adjournment Proposal. For more information regardingshareholders at this Meeting, will be considered non-discretionary and, therefore, your broker, non-votes, please read the question “If my shares are held in “street name,” will my broker automatically vote them for me?” below.

If my shares are held in “street name,” will my broker automatically vote them for me?

No. Holders of ordinary shares that are held in street name must instruct their bank, or brokerage firm that holds theirnominee cannot vote your shares how to vote their shares.without your instruction on these proposals presented at the Meeting. If you do not giveprovide instructions towith your bank or brokerage firm, the bank or brokerage firm will nevertheless be entitled to vote your shares with respect to “routine” items, but it will not be permitted to vote your shares with respect to “non-routine” items. In the case of a non-routine item, such shares will be considered “broker non-votes” on that proposal.

Proposal 1 – The Extension Amendment Proposal is a matter that we believe will be considered “non-routine.”

Proposal 2 – The Adjournment Proposal is a matter that we believe will be considered “routine.”

Banks or brokerages cannot use discretionary authority to vote shares on the Extension Amendment Proposal if they have not received instructions from their clients. Your broker can tell you how to provide these instructions. Please submit your vote instruction form so your vote is counted.

What is a quorum requirement?

A quorum of shareholders is necessary to hold a valid meeting. A quorum will be present if the holders of at least one-third of our ordinary shares are represented in person (including via live webcast) or by proxy at the Extraordinary General Meeting.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf bycard, your broker, bank, or other nominee)nominee may deliver a proxy card expressly indicating that it is NOT voting your shares. This indication that a broker, bank, or if you vote at the Extraordinary General Meeting. Abstentions and brokernominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will be counted towardsfor the quorum requirement. If there ispurposes of determining the existence of a quorum. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide. Broker non-votes will have no quorum,effect on the chairpersonoutcome of any vote on any of the Extraordinary General Meeting may adjourn the Extraordinary General Meeting to another date.proposals.

Who canIn contrast, brokerage firms generally have the authority to vote shares not voted by customers on certain “routine” matters, including the ratification of an independent registered public accounting firm. Accordingly, at the Extraordinary General Meeting?Meeting, your shares may be voted by your brokerage firm for the Auditor Ratification Proposal.

Only

Voting by Mail. By signing the Company’s ordinaryproxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the close of business on February 23, 2023,Meeting in the manner you indicate. You are entitledencouraged to have their vote counted atsign and return the Extraordinary General Meeting and any adjournments or postponements thereof. On the record date, 21,437,500 Class A ordinary shares and 5,359,375 Class B ordinary shares were outstanding and entitled to vote.

Shareholder of Record: Shares Registered in Your Name. If on the record date your shares were registered directly in your name with the Company’s transfer agent, Continental Stock Transfer & Trust Company, then you are a shareholder of record. As a shareholder of record, you may vote virtually at the Extraordinary General Meeting or vote by proxy. Whether or notproxy card even if you plan to attend the Extraordinary General Meeting we urgeso that your shares will be voted if you are unable to fill outattend the Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return the enclosedall proxy cardcards to ensure that all of your vote is counted.shares are voted. Votes submitted by mail must be received by 11:00 a.m., Eastern Time, on December 27, 2023.

Beneficial Owner: Shares Registered inVoting by Internet. Shareholders who have received a copy of the Name of a Broker or Bank. Ifproxy card by mail may be able to vote over the Internet by visiting the web address on the record dateproxy card and entering the voter control number included on your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, thenproxy card. If you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Extraordinary General Meeting in person or virtually. However, since you are not the shareholder of record,virtually, you may notsubmit your vote your shares in person or virtually at the Extraordinary General Meeting unlessonline at https://www.cstproxy.com/twoaspac/2023, in which case any votes that you request and obtain a valid proxy from your broker or other agent.

What interests dopreviously submitted will be superseded by the Company’s directors and executive officers have invote that you cast at the approval of the Extension Amendment Proposal?

The Company’s directors and executive officers have interests in the Extension Amendment Proposal that may be different from, or in addition to, your interests as a shareholder. These interests include ownership by them of founder shares, and the possibility of future compensatory arrangements. See the section entitled “Proposal No. 1 — The Extension Amendment — Interests of the Company’s Directors and Officers.”Meeting.

What if I object to the Extension Amendment Proposal and/or the Adjournment Proposal? Do I have dissenters’ rights?

Neither Cayman Islands nor the Company’s Governing Documents provide shareholders with dissenters’ rights in connection with either the Extension Amendment Proposal or, if presented, the Adjournment Proposal.

How do I redeem my public shares?

If the Extension Amendment Proposal is approved and the Extension is implemented, each public shareholder may seek to redeem all or a portion of his or her public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the approval of the Extension, including any interest earned on the trust account deposits (which interest shall be net of taxes payable), divided by the total number of then outstanding public shares. However, public shareholders will only be entitled to receive cash for any public shares to be redeemed only if they:

Additionally, the Board has determined that the Auditor Ratification Proposal, the Director Election Proposal and, if presented, the Adjournment Proposal is in the best interests of the Company and its shareholders and recommends that the Company’s shareholders vote “FOR” the Auditor Ratification Proposal, “FOR” the nominee set forth in the Director Election Proposal and “FOR” the Adjournment Proposal, if presented.

Public shareholders may electIn order to redeem all or a portion of their public shares regardless of whether they vote for or against the Extension Amendment Proposal and regardless of whether they hold public shares on the record date.

If you holdexercise your shares through a bank or broker,redemption rights, you must, ensure your bankon or broker complies with the requirements identified herein, including submitting a written request that your shares be redeemed for cash to the transfer agent and delivering your shares to the transfer agent prior tobefore 5:00PM00 p.m., Eastern Time, on MarchDecember 22, 2023 (two business days before the scheduled vote at the Extraordinary General Meeting). You will only be entitled to receive cash in connection with a redemption of these shares if you continue to hold them until the effective date of the Extension Amendment and Election.

Through DTC’s DWAC (Deposit/Withdrawal at Custodian) System, this electronic delivery process can be accomplished by the shareholder, whether it is a record holder or its shares are held in “street name,” by contacting the transfer agent or its broker and requesting delivery of its shares through the DWAC system. Delivering, tender your shares physically may take significantly longer. In orderor electronically and submit a request in writing that the Company redeem your Public Shares for cash to obtain a physical share certificate, a shareholder’s broker and/or clearing broker, DTC, andContinental Stock Transfer & Trust Company, LLC, the Company’s transfer agent, at the following address:

Continental Stock Transfer & Trust Company

One State Street Plaza, 30th Floor

New York, New York 10004

Attn: SPAC Redemption Team

E-mail: spacredemptions@continentalstock.com

Shareholders of the Company seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. It is the Company’s understanding that its shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, the Company does not have any control over this process and it may take longer than two weeks. Shareholders who hold their shares in street name will needhave to act togethercoordinate with their bank, broker or other nominee to facilitatehave the shares certificated or delivered electronically.

Shareholders of the Company seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” are required to either tender their certificates to the transfer agent prior to the date set forth in this request. proxy statement, or up to two business days prior to the vote on the proposal to approve the Extension Amendment Proposal at the Meeting, or to deliver their shares to the transfer agent electronically using the DTC’s DWAC system, at such shareholder’s option. The requirement for physical or electronic delivery prior to the Meeting ensures that a redeeming shareholder’s election to redeem is irrevocable once the Extension Amendment Proposal is approved.

There is a nominal cost associated with the above- referencedabove-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge thea tendering broker $100a fee and it is in the broker would determinebroker’s discretion whether or not to pass this cost on to the redeeming holder. It is our understanding thatshareholder. However, this fee would be incurred regardless of whether or not shareholders should generally allot at least two weeksseeking to obtain physical certificates from the transfer agent. The Company does not have any control over this process or over the brokers or DTC, and it may take longer than two weeksexercise redemption rights are required to obtain a physical share certificate. Such shareholders will have less time to make their investment decision than those shareholders that delivertender their shares, throughas the DWAC system. Shareholders who request physical share certificates and wishneed to redeem may be unabledeliver shares is a requirement to meet the deadline for tendering their shares before exercising their redemption rights, and thus willregardless of the timing of when such delivery must be unable to redeem their shares.effectuated.

Certificates that have not been tendered in accordance with these procedures prior to the vote on the Extension Amendment Proposal will not be redeemed for cash held in the trust account. In the event that a public shareholder tenders its shares and decides prior to the vote at the Extraordinary General Meeting that it does not want to redeem its shares, the shareholder may withdraw the tender with the consent of the Board. If you have tendered or delivered your shares for redemption to our transfer agent and decide prior to the vote at the Extraordinary General Meeting not to redeem your public shares, you may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at the address listed above under the question titles “How do I redeem my public shares?”. In the event that a public shareholder tenders shares and the Extension Amendment Proposal is not approved, or is approved but the Extension is not implemented, these shares will not be redeemed and the physical certificates representing these shares will be returned to the shareholder promptly following the determination that the Extension Amendment Proposal will not be approved or that the Extension will not be implemented. The Company anticipates that a public shareholder who tenders shares for redemption in connection with the vote to approve the Extension would receive payment of the redemption price for such shares soon after the Extension is implemented. The transfer agent will hold the certificates of public shareholders that make the election until such shares are redeemed for cash or returned to such shareholders.

Public shareholders will also be able to redeem their public shares in connection with any shareholder vote to approve a business combination, or if the Company has not consummated a business combination by the Extended Date.

What should I do if I receive more than one set of voting materials?

You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards, if your shares are registered in more than one name or are registered in different accounts. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your ordinary shares.

Who is paying for this proxy solicitation?

The Company will pay for the entire cost of soliciting proxies. The Company has engaged Morrow Sodali LLC to assist in the solicitation of proxies for the Extraordinary General Meeting. The Company has agreed to pay Morrow Sodali LLC a fee of $32,500. The Company will also reimburse Morrow Sodali LLC for reasonable and customary out-of-pocket expenses. In addition, our directors and executive officers may also solicit proxies in person, by telephone or by other means of communication, but will not be paid any additional compensation for soliciting proxies. The Company may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

Where do I find the voting results of the Extraordinary General Meeting?

We will announce preliminary voting results at the Extraordinary General Meeting. The final voting results will be tallied by the inspector of election and published in the Company’s Current Report on Form 8-K, which the Company will file with the SEC within four business days following the Extraordinary General Meeting.

Who can help answer my questions?

If you have questions about the proposals or if you need additional copies of the proxy statement or the enclosed proxy card you should contact:

two

900 Kearny St.,195 US HWY 50, Suite 208

Suite 610,Zephyr Cove, NV 89448

San Francisco, CA 94133

Telephone: (415) – 480-1752Tel: (310) 954-9665

You may also contact the Company’s proxy solicitor for the Company at:

Morrow Sodali LLC
509 Madison Avenue
Suite 1206

New York, NY 10022
Attn: Kevin P. Kelly
Individuals333 Ludlow Street, 5th Floor, South Tower

Stamford, CT 06902

Shareholders may call toll-free: +1-203-658-9455(800) 662-5200

Banks and Brokerage Firms, please call: +1-203-658-9455brokers may call collect: (203) 658-9400

Email: k.kelly@morrowsodali.com

TWOA.info@investor.morrowsodali.com

To obtain timely delivery, shareholders must request the materials no later than December 19, 2023, or five business days prior to the date of the Meeting. You may also obtain additional information about the Company from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

If you intend to seek redemption of your Public Shares, you will need to send a letter demanding redemption and deliver your Public Shares (either physically or electronically) to the transfer agent on or before 5:00 p.m., Eastern Time, on December 22, 2023 (two business days before the Meeting) in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” If you have questions regarding the certification of your position or delivery of your Public Shares, please contact the transfer agent:

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: SPAC Redemption Team

E-mail: spacredemptions@continentalstock.com

RISK FACTORS

You should consider carefully all of the risks described in our Annual ReportReports on Form 10-K, as amended, for the years ended December 31, 2022 and December 31, 2021, as filed with the SEC on March 31, 2022 (as amended on27, 2023 and April 1, 2022), any subsequent Quarterly Report on Form 10-Q filed with the SEC2022, respectively, and in the other reports we filethe Company filed with the SEC before making a decision to invest in our securities. Furthermore, if any of the following events occur, our business, financial condition and operating results may be materially adversely affected or we could face liquidation. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. The risks and uncertainties described in the aforementioned filings and below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business, financial condition and operating results or result in our liquidation.

The SEC has issued proposed rules For risks relating to regulate special purpose acquisition companies. Certain of the proceduresBusiness Combination with LLP, see the Registration Statement on Form F-4 that we, a potential business combination target, or others may determine to undertake in connectionwill be filed by Pubco with such proposals may increase our costs and the time needed to complete an initial business combination, and may constrain the circumstances under which we could complete our initial business combination.SEC.

On March 30, 2022, the SEC issued proposed rules (the “SPAC Rule Proposals”), which include proposals relating to, among other items, disclosures in business combination transactions between SPACs such as us and private operating companies; the condensed financial statement requirements applicable to transactions involving shell companies; the use of projections by SPACs in SEC filings in connection with proposed business combination transactions; the potential liability of certain participants in proposed business combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act, including a proposed rule that would provide SPACs a safe harbor from treatment as an investment company if they satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities. Certain of the procedures that we, a potential business combination target, or others may determine to undertake in connection with the SPAC Rule Proposals, or pursuant to the SEC’s views expressed in the SPAC Rule Proposals, may increase the costs and the time required to consummate an initial business combination, and may constrain the circumstances under which we could complete such business combination.

If we were deemed to be an investment company for purposes of the Investment Company Act, our activities would be severely restricted, we would be required to institute burdensome compliance requirements and we may be forced to abandon our efforts to complete an initial business combination, and instead be required to liquidate the Company. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we intend to liquidate the securities held in the trust account and instead hold all funds in the trust account in cash until the earlier of the consummation of our initial business combination or our liquidation, which could reduce the dollar amount that our public shareholders would receive upon any redemption or liquidation of the Company. There is no guarantee that doing so will fully mitigate such risk.

There is currently uncertainty concerning the applicability of the Investment Company Act to SPACs like us. It is possible that a claim could be made that we have been operating as an unregistered investment company, including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act, based on the rules currently in place and the current views of the SEC. If we were deemed to be an investment company for purposes of the Investment Company Act, burdensome regulatory requirements could force us to abandon our efforts to consummate an initial business combination. If we are required to liquidate, our investors would not be able to realize the benefits of owning stock in a successor operating business, including the potential appreciation in the value of our shares following such a transaction.

We currently intend to, on or prior to the 24-month anniversary of our IPO (March 29, 2023), instruct Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government securities or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in an interest-bearing bank deposit account until the earlier of consummation of our initial business combination or our liquidation. Following a liquidation of the Trust Account assets, if we are unable to achieve more than minimal interest on the funds held in the Trust Account, the dollar amount our public shareholders would otherwise receive upon any redemption or liquidation of the Company would be less than if the assets in the Trust Account remained in U.S. government securities or money market funds. Interest on such a cash account is variable and, while it is currently expected to be approximately 3.0% per annum, the actual rate we obtain may be higher or lower, and may subsequently increase or decrease significantly.

In addition, even prior to the 24-month anniversary of the effective date of the registration statement relating to our initial public offering, we may be deemed to be an unregistered investment company. Under the proposed rules discussed above, a company like ours that has not entered into a definitive agreement within 18 months after its IPO and has not consummated its business combination by 24 months after its IPO would be outside the “safe harbor,” which would negatively impact our ability to defend against a claim that we are an unregistered investment company. Regardless of whether the proposed rules are adopted, the longer that the funds in the Trust Account are held in short-term U.S. government securities or in money market funds invested exclusively in such securities, even prior to the 24-month anniversary, there is a greater risk that we may be considered an unregistered investment company, in which case we may be required to liquidate. Accordingly, we may determine, in our discretion, to liquidate the securities held in the Trust Account at an earlier time than the 24-month anniversary, and instead hold all funds in the Trust Account as described above. There is no guarantee that the liquidation of securities held in our Trust Account and allocation of such funds to a cash account will successfully mitigate the risk of being deemed an unregistered investment company.

There are no assurances that the Extension Amendment Proposal, the Charter Extension in particular, will enable us to complete an initial Business Combination.the LLP Transaction.

Approving the Extension Amendment Proposal involves a number of risks. Even if the Extension Amendment Proposal is approved, and the Extension is implemented, the Company can provide no assurances that an initial business combinationthe LLP Transaction will be consummated prior to the ExtendedCharter Extension Date. Our ability to consummate an initial business combinationany Business Combination is dependent on a variety of factors, many of which are beyond our control, including completioncontrol. If the Extension Amendment Proposal is approved, the Company expects to seek shareholder approval of SEC or other regulatory review processes.

the LLP Transaction. We are required to offer shareholders the opportunity to redeem shares of Class A ordinary shares in connection with the Extension Amendment, Proposal, and we will be required to offer shareholders redemption rights again in connection with any shareholder vote to approve any potential initial business combination.the LLP Transaction. Even if the Extension Amendment Proposal or our initial business combinationthe LLP Transaction are approved by our shareholders, it is possible that redemptions will leave us with insufficient cash to consummate an initial business combinationa Business Combination on commercially acceptable terms, or at all. The fact that we will have separate redemption periods in connection with the Charter Extension Amendment Proposal and our initial business combinationthe LLP Transaction vote could exacerbate these risks. Other than in connection with a redemption offer or liquidation, our shareholders may be unable to recover their investment except through sales of shares of Class A ordinaryour shares on the open market. The price of shares of Class A ordinaryour shares may be volatile, and there can be no assurance that shareholders will be able to dispose of shares of Class A ordinaryour shares at favorable prices, or at all.

If theThe Charter Extension Proposal is not approved, we will be required to cease all operations on March 29, 2023, except for the purposes of winding up and we would redeem our public shares and liquidate, in which case our public shareholders may receive only $10.00 per share, or less than such amount in certain circumstances, and will forgo any of the potential benefits from a completed initial business combination including potential stock price appreciation

Ifcontemplated by the Extension Amendment Proposal is not approved,may contravene NYSE rules, and as a result, the Current Outside Date is not otherwise extended and the Company has not consummated an initial business combination by the Current Outside Date, 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 depositNYSE could suspend trading in the trust account, including interest earned onCompany’s securities or delist the funds held inCompany’s securities from the trust account and not previously released to us to pay our franchise and 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, 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. Additionally, if the Extension Amendment Proposal is not approved, you will forgo any of the potential benefits that could have been realized from a completed initial business combination resulting in owning shares in a successor operating business, including the potential appreciation in the value of our shares following such a transaction.

NYSE.

The abilityCompany is listed on the NYSE. NYSE Rule 102.06 requires that a special purpose acquisition company complete one or more business combinations within three years of ourits initial public shareholdersoffering, which, in the case of the Company, would be April 1, 2024 (the “NYSE Deadline”). If the Charter Extension is approved and the Board exercises its right to exercise redemption rightsextend the life of the Company past the NYSE Deadline, such extension would extend the Company’s Termination Date beyond the NYSE Deadline. As a result, the Charter Extension may not comply with NYSE Rule 102.06. There is a risk that trading in the Company’s securities may be suspended and the Company’s securities may be subject to delisting by the NYSE subsequent to the NYSE Deadline if the Extension Amendment ProposalBoard exercises its right to further extend the Original Termination Date past the NYSE Deadline pursuant to the Charter Extension. There is approved with respect to a large number of our public shares may adversely affect the liquidity of our securities.

Pursuant to our Governing Documents, a public shareholder may requestno assurance that the Company redeem allNYSE will not suspend or a portion of such public shareholder’s public shares for cash ifdelist the Company’s securities in the event the Extension Amendment Proposal is approved and the Charter Extension is implemented. The ability of our public shareholders to exercise such redemption rights with respect to a large number of our public shares may adversely affectimplemented and the liquidity of our Class A ordinary shares. As a result, you may be unable to sell your Class A ordinary shares even ifCompany does not complete one or more business combinations by the per-share market price is higher than the per-share redemption price paid to public shareholdersNYSE Deadline, that elect to redeem their public shares if the Extension Amendment Proposal is approved.

NYSE may delist our securities from trading on its exchange following redemptions by our shareholders in connection with approval of the Extension Amendment Proposal, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

Our Class A ordinary shares are listed on the New York Stock Exchange. After the Extraordinary General Meeting, we may be required to demonstrate compliance with NYSE’s continued listing requirements in order to maintain the listing of our securities on NYSE. The NYSE would normally give consideration to the prompt initiation of suspension and delisting procedures with respect to a security of an issuer when:

We cannot assure you that any of our Class A ordinary shares will be able to meet any of NYSE’s continued listing requirements followingobtain a hearing with the Extraordinary General Meeting and any related shareholder redemptions of our Class A ordinary shares. IfNYSE to appeal the delisting determination, or that our securities dowill not meetbe suspended pending the NYSE’s continued listing requirements, NYSE may delist our securities from trading on its exchange.decision.

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

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.” OurBecause our Class A ordinary shares qualify asOrdinary Shares are currently listed on the NYSE, our Class A Ordinary Shares are covered securities under such statute.securities. Although the states are preempted from regulating the sale of coveredour 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 SPACs,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 the NYSE, our securities would not qualify asbe covered securities under such statute and we would be subject to regulation in each state in which we offer our securities.

Our Sponsor, certain members

A 1% U.S. federal excise tax may decrease the value of our Board and our officers have interests in the proposals that may conflict with those of other shareholders in recommending that shareholders vote in favor of approval of the proposals in this proxy statement.

Our Sponsor, certain members of our Board and our officers have interests in the proposals that may conflict with those of other shareholders in recommending that shareholders vote in favor of approval of the proposals. For example,securities following our initial shareholders have agreedBusiness Combination, hinder our ability to waive their redemption rights with respect to their founder sharesconsummate an initial Business Combination, and public shares, as applicable,decrease the amount of funds available for distribution in connection with a shareholder vote to approve certain amendmentsliquidation.

Pursuant to the Company’s Governing Documents, includingInflation Reduction Act of 2022 (the “IR Act”), commencing in 2023, a vote to approve an extension to the Current Outside Date. In addition, they have agreed to waive their right to receive liquidating distributions from the trust account1% U.S. federal excise tax is imposed on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax would apply with respect to redemptions of shares in connection with a Business Combination or other shareholder vote pursuant to which shareholders would have a right to submit their shares for redemption (a “Redemption Event”). The excise tax is imposed on the repurchasing corporation and not on its shareholders. The amount of the excise tax is equal to 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. The U.S. Department of the Treasury (the “Treasury Department”) has authority to promulgate regulations and provide other guidance regarding the excise tax. In December 2022, the Treasury Department issued Notice 2023-2, indicating its intention to propose such regulations and issuing certain interim rules on which taxpayers may rely (the “Notice”). Under the interim rules, liquidating distributions made by publicly traded domestic corporations are exempt from the excise tax. In addition, any founder shares they hold ifredemptions that occur in the Company fails to consummate an initial business combination by the Current Outside Date. Assame taxable year as a result, founder shares held by the Sponsor and the Company’s independent directorsliquidation is completed will also be worthless if the Extension is not approved and we do not consummate an initial business combination by March 29, 2023exempt from such tax.

These interests may influence our directors in making their recommendation that you vote in favor of the approval of the proposalsAs described in this proxy statement. You should take these interests into account in deciding whether to vote in favor of such proposals. You should also read the section below entitled ““Proposal No. 1 — The Extension Amendment Proposal — InterestsRedemption Rights,” if the deadline for us to complete a Business Combination (currently January 1, 2024) is extended, our public shareholders will have the right to require us to redeem their Public Shares. Because we are a Cayman Islands company, any redemption or other repurchase that occurs in connection with an initial Business Combination — particularly one that involves our combination with a U.S. entity and/or our re-domestication as a U.S. corporation — may be subject to the excise tax. The extent to which we would be subject to the excise tax in connection with a Redemption Event would depend on a number of factors, including: (i) the fair market value of the Company’s Directorsredemptions and Officers.”repurchases in connection with the Redemption Event, (ii) the nature and amount of any “PIPE” or other equity issuances in connection with the Business Combination (or otherwise issued not in connection with the Redemption Event but issued within the same taxable year of the Business Combination), (iii) if we fail to timely consummate a Business Combination and liquidate in a taxable year following a Redemption Event and (iv) the content of any proposed or final regulations and other guidance from the Treasury Department. In addition, because the excise tax would be payable by us and not by the redeeming holders, the mechanics of any required payment of the excise tax remains to be determined. Any excise tax payable by us in connection with a Redemption Event may cause a reduction in the cash available to us to complete a Business Combination and could affect our ability to complete a Business Combination.

Changes to laws or regulations or in how such laws or regulations are interpreted or applied, or a failure to comply with any laws, regulations, interpretations or applications, may adversely affect our business, including our ability to negotiate and complete the LLP Transaction.

We are subject to the laws and regulations, and interpretations and applications of such laws and regulations, of national, regional, state and local governments and, potentially, non-U.S. jurisdictions. In particular, we are required to comply with certain SEC and potentially other legal and regulatory requirements, and our consummation of the LLP Transaction may be contingent upon our ability to comply with certain laws, regulations, interpretations and applications and any post-Business Combination company may be subject to additional laws, regulations, interpretations and applications. Compliance with, and monitoring of, the foregoing 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, including our ability to negotiate and complete the LLP Transaction. 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 the LLP Transaction. The SEC has, in the past year, adopted certain rules and may, in the future adopt other rules, which may have a material effect on our activities and on our ability to consummate the LLP Transaction, including the SPAC Rule Proposals described below.

In March 2022, the SEC issued proposed rules relating to certain activities of SPACs. Certain of the procedures that we, a potential Business Combination target, or others may determine to undertake in connection with such proposals may increase our costs and the time needed to complete the LLP Transaction and may constrain the circumstances under which we could complete the LLP Transaction. The need for compliance with the SPAC Rule Proposals may cause us to liquidate the funds in the Trust Account or liquidate the Company at an earlier time than we might otherwise choose.

On March 30, 2022, the SEC issued proposed rules (the “SPAC Rule Proposals”) relating, among other things, to disclosures in SEC filings in connection with Business Combination transactions between SPACs such as us and private operating companies; the financial statement requirements applicable to transactions involving shell companies; the use of projections by SPACs in SEC filings in connection with proposed Business Combination transactions; the potential liability of certain participants in proposed Business Combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940 (the “Investment Company Act”), including a proposed rule that would provide SPACs a safe harbor from treatment as an investment company if they satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities. The SPAC Rule Proposals have not yet been adopted, and may be adopted in the proposed form or in a different form that could impose additional regulatory requirements on SPACs. Certain of the procedures that we, a potential Business Combination target, or others may determine to undertake in connection with the SPAC Rule Proposals, or pursuant to the SEC’s views expressed in the SPAC Rule Proposals, may increase the costs and time of negotiating and completing the LLP Transaction, and may constrain the circumstances under which we could complete the LLP Transaction. The need for compliance with the SPAC Rule Proposals may cause us to liquidate the funds in the Trust Account or liquidate the Company at an earlier time than we might otherwise choose.

If we are deemed to be an investment company for purposes of the Investment Company Act, we would be required to institute burdensome compliance requirements and our activities would be severely restricted. As a result, in such circumstances, unless we are able to modify our activities so that we would not be deemed an investment company, we may abandon our efforts to complete the Business Combination and instead liquidate the Company.

Even

As described further above, the SPAC Rule Proposals relate, among other matters, to the circumstances in which SPACs such as the Company could potentially be subject to the Investment Company Act and the regulations thereunder. The SPAC Rule Proposals would provide a safe harbor for such companies from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act, provided that a SPAC satisfies certain criteria, including a limited time period to announce and complete a de-SPAC transaction. Specifically, to comply with the safe harbor, the SPAC Rule Proposals would require a company to file a report on Form 8-K announcing that it has entered into an agreement with a target company for a business combination no later than 18 months after the effective date of its registration statement for its initial public offering (the “IPO Registration Statement”). The SPAC would then be required to complete its initial business combination no later than 24 months after the effective date of the IPO Registration Statement.

If we are deemed to be an investment company under the Investment Company Act, our activities would be severely restricted. In addition, we would be subject to burdensome compliance requirements. We do not believe that our principal activities will subject us to regulation as an investment company under the Investment Company Act. However, if we implementare deemed to be an investment company and subject to compliance with and regulation under the Extension,Investment Company Act, we would be subject to additional regulatory burdens and expenses for which we have not allotted funds. As a result, unless we are able to modify our activities so that we would not be deemed an investment company, we may abandon our efforts to complete the LLP Transaction and instead liquidate the Company.

To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, in March 2023, the Company instructed the trustee 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 at a bank until the earlier of the consummation of our initial business combination or our liquidation. As a result, we may receive less interest on the funds held in the Trust Account than the interest we would have received pursuant to our original Trust Account investments, which could reduce the dollar amount our public shareholders would receive upon any redemption or liquidation.

The funds in the Trust Account had, since the Company’s initial public offering, been held in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. However, in March 2023, to mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, we instructed Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in an interest-bearing demand deposit account at a bank until the earlier of the consummation of our initial Business Combination or liquidation. Following such liquidation, the Company may receive less interest on the funds held in the Trust Account than the interest the Company would have received pursuant to the original Trust Account investments; however, interest previously earned on the funds held in the Trust Account still may be released to us to pay taxes, if any, and certain other expenses as permitted. Consequently, the transfer of the funds in the Trust Account to an interest-bearing demand deposit account could reduce the dollar amount our public shareholders would receive upon any redemption or liquidation.

The longer that the funds in the Trust Account are held in short-term U.S. government treasury obligations or in money market funds invested exclusively in such securities, the greater the risk that we may be deemed to be an unregistered investment company, in which case, we may be required to liquidate. Were we to liquidate, our securityholders would lose the investment opportunity associated with an investment in the Pubco, including any potential price appreciation of our securities.

Adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance by financial institutions, could adversely affect the Company’s or LLP’s business, financial condition or results of operations, or prospects.

The funds in the Company’s operating account and Trust Account are held in banks or other financial institutions. Cash held in non-interest bearing and interest-bearing accounts would exceed any applicable Federal Deposit Insurance Corporation (“FDIC”) insurance limits. Should events, including limited liquidity, defaults, non-performance or other adverse developments occur with respect to the banks or other financial institutions that hold the Company or LLP’s funds, or that affect financial institutions or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, our liquidity may be adversely affected. For example, on March 10, 2023, the FDIC announced that Silicon Valley Bank had been closed by the California Department of Financial Protection and Innovation. Although we did not have any funds in Silicon Valley Bank or other institutions that have been closed, we cannot guarantee that the banks or other financial institutions that hold our funds will not experience similar issues.

In addition, investor concerns regarding the U.S. or international financial systems could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for the Company or LLP to acquire financing on favorable terms in connection with the LLP Transaction, or at all, and could have material adverse impacts on liquidity, their respective business, financial condition or results of operations, and prospects. The Company and LLP’s businesses may be adversely impacted by these developments in ways that cannot be predicted at this time, there may be additional risks that have not yet been identified, and we cannot guarantee that negative consequences can be avoided directly or indirectly from any failure of one or more banks or other financial institutions.

We may not be able to complete anythe Business Combination with certain potential initial business combination,target companies if it isa proposed transaction with the target company may be subject to review or approval by aregulatory authorities pursuant to certain U.S. or non-foreign laws or regulations.

Certain acquisitions or Business Combinations may be subject to review or approval by regulatory authorities pursuant to certain U.S. government entity,or foreign laws or regulations. In the event that such asregulatory approval or clearance is not obtained, or the review process is extended beyond the period of time that would permit the Business Combination to be consummated with us, we may not be able to consummate the Business Combination with such target. In addition, regulatory considerations may decrease the pool of potential target companies we may be willing or able to consider.

Among other things, the U.S. Federal Communications Act prohibits foreign individuals, governments, and corporations from owning more than a specified percentage of the capital stock of a broadcast, common carrier, or aeronautical radio station licensee. In addition, U.S. law currently restricts foreign ownership of U.S. airlines. In the United States, certain mergers that may affect competition may require certain filings and review by the Department of Justice and the Federal Trade Commission, and investments or acquisitions that may affect national security are subject to review by the Committee on Foreign Investment in the United States (“CFIUS”), the SEC, the Federal Trade Commission (“FTC”) or non-U.S. equivalents, or ultimately prohibited.

Our initial business combination may be subject to regulatory review and approval requirements by governmental entities, or ultimately prohibited by government regulators.

For example,. CFIUS is an interagency committee authorized to review certain transactions involving acquisitions and investmentsforeign investment in the United States by foreign persons in U.S. businesses that have a nexus to critical technologies, critical infrastructure and/or sensitive personal data in order to determine the effect of such transactions on the national security of the United States. If

Outside the United States, laws or regulations may affect our initialability to consummate the Business Combination with potential target companies incorporated or having business combination falls within the scope of foreign ownership restrictionsoperations in jurisdictions where national security considerations, involvement in regulated industries (including telecommunications), or in businesses where a country’s culture or heritage may be implicated.

Because we are a Cayman Islands exempted company, we may be requiredconsidered a “foreign person” under such rules.

U.S. and foreign regulators generally have the power to makedeny the ability of the parties to consummate a mandatory filing or determine to submit a voluntary notice to CFIUS,transaction or to proceed with the business combination without notifying CFIUScondition approval of a transaction on specified terms and risk CFIUS intervention, before or after consummating the business combination. CFIUSconditions, which may decidenot be acceptable to block or delay the business combination, impose conditions to mitigate national security concerns with respect to such business combination or order us to divest all or a portion of the acquired U.S. business iftarget. In such event, we had proceeded without first obtaining CFIUS clearance.may not be able to consummate a transaction with that potential target.

As another example, our initial business combination targeta result of these various restrictions, the pool of potential targets with which we could complete the Business Combination may be connected to blockchain or digital assets, including, without limitation, cryptocurrencies. The SEC has not issued any regulations over whether these types of assets constitute a security under U.S. securities laws,limited and instead has taken a case-by-case approach to its analysis. Accordingly, if a business combination target is involved with such digital assets, the SEC might not approve any registration or proxy statement we file in connection with our initial business combination or may cause a substantial delay in granting its approval.

In addition, certain features of a business combination target’s products and services, including, among others, hedging products and margin financing for soft commodities and precious metals, may be subject to constantly evolving legal and regulatory frameworks. As a result, our initial business combination could be subjected to increased scrutiny during regulatory review and approval processes. There can be no assuranceadversely affected in terms of competing with other SPACs that we will receive the necessary regulatory approvals to complete our initial business combination as planned, or at all, or that the combined company will operate as anticipated.

do not have similar ownership issues. Moreover, if applicable, the process of government review, whether by CFIUS the SEC, the FTC or otherwise, could be lengthy. IfBecause we cannothave only a limited time to complete the business combination by March 29, 2023, because a regulatory review or approval process extends beyond such timeframe, we failBusiness Combination, our failure to obtain any required approvals within the requisite time period or because the business combination is ultimately prohibited by a government entity, we may be requiredrequire us to liquidate. If we liquidate, our public shareholders may only receive their pro rata$10.00 per share, of amounts heldor less in the trust account.certain circumstances. This will also cause you to lose any potential investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.

THE EXTRAORDINARY GENERAL MEETING

This proxy statement is being provided to shareholders of the Company as part of a solicitation of proxies by the Board for use at the Meeting to be held on December 27, 2023, and at any adjournment or postponement thereof. This proxy statement contains important information regarding the Meeting, the proposals on which you are being asked to vote and information you may find useful in determining how to vote and voting procedures.

This proxy statement is being first mailed, along with the Annual Report on Form 10-K for the year ended December 31, 2022, on or about December 12, 2023 to all shareholders of record of the Company as of November 28, 2023, the Record Date for the Meeting. Shareholders of record who owned Ordinary Shares at the close of business on the Record Date are entitled to receive notice of, attend and vote at the Meeting.

Date, Time and Place and Purpose of the Extraordinary General Meeting

The Extraordinary General Meeting will be held on December 27, 2023, at 10:00AM11:00 a.m., Eastern Time on March 24, 2023.at the offices of Ellenoff Grossman & Schole LLP at 1345 Avenue of the Americas, New York, New York 10105, or at such other date or time to which such meeting may be adjourned or postponed. You can participate in the Meeting and vote via live webcast. You will be able to attend the Extraordinary General Meeting online, vote and submit your questions during the Extraordinary General Meeting by visiting www.virtualshareholdermeeting.com/TWOA2023SM.https://www.cstproxy.com/twoaspac/2023. Even if you are planning on attending the Meeting online, please promptly submit your proxy vote by telephone, or, if you received a printed form of proxy in the mail, by completing, dating, signing and returning the enclosed proxy, so your shares will be represented at the Meeting. Instructions on voting your shares are on the proxy materials you received for the Meeting. Even if you plan to attend the Meeting online, it is strongly recommended you complete and return your proxy card before the Meeting date, to ensure that your shares will be represented at the Meeting if you are unable to attend.

Registering for the Meeting

As a registered shareholder, you received a proxy card from Continental Stock Transfer & Trust Company. The form contains instructions on how to attend the virtual Meeting including the URL address, along with your control number. You will need your control number for access. If you do not have your control number, contact Continental Stock Transfer & Trust Company at the phone number or e-mail address below. Continental Stock Transfer & Trust Company support contact information is as follows: 917-262-2373, or email proxy@continentalstock.com.

You can pre-register to attend the virtual Meeting starting December 20, 2023 at 10:00 a.m., Eastern Time by visiting https://www.cstproxy.com/twoaspac/2023, and entering your control number, name and email address. Once you pre-register, you can vote your shares. At the start of the Meeting, you will need to re-log in using your control number and will also be prompted to enter your control number if you vote during the Meeting.

Beneficial investors, who own their investments through a bank or broker, will need to contact Continental Stock Transfer & Trust Company to receive a control number. If you plan to vote at the Meeting, you will need to have a legal proxy from your bank or broker or if you would like to join and not vote Continental Stock Transfer & Trust Company will issue you a guest control number with proof of ownership. Either way you must contact Continental Stock Transfer & Trust Company for specific instructions on how to receive the control number. We can be contacted at the number or email address above. Please allow up to 72 hours prior to the Meeting for processing your control number.

If you do not have internet capabilities, you can attend the Meeting via a listen-only format by dialing (800) 450-7155 (toll-free), or (857) 999-9155 (standard rates apply) outside of the U.S. and Canada; when prompted enter the conference ID 9509259#. This is listen-only mode and you will not be able to vote or enter questions during the Meeting.

The Extraordinary GeneralProposals at the Meeting is being held to

At the Meeting, shareholders of the Company will consider and vote uponon the following proposals:

Voting Power; Record Date

As a shareholder of the Company, you have a right to vote on certain matters affecting the Company. The proposals that will be presented at the Meeting and upon which you are being asked to vote are summarized above and fully set forth in this proxy statement. You will be entitled to vote or direct votes to be cast at the Extraordinary General Meeting if you owned our ordinary sharesOrdinary Shares at the close of business on February 23,November 28, 2023, which is the record dateRecord Date for the Extraordinary General Meeting. You will haveare entitled to one vote for each ordinary shareClass A Ordinary Share that you owned at that time.

as of the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted.

At As of the close of business on the record date, there were 21,437,500Record Date, 5,000,013 Class A ordinary shares issued and outstandingOrdinary Shares and 5,359,375 Class B ordinary sharesOrdinary Shares are issued and outstanding, which vote together as a single class with respect tooutstanding. No preferred shares are issued or outstanding.

Recommendation of the Extension Amendment Proposal and, if presented, the Adjournment Proposal.Board

Votes RequiredTHE BOARD UNANIMOUSLY RECOMMENDS

THAT YOU VOTE “FOR” EACH OF THESE PROPOSALS

ApprovalQuorum and Required Vote for the Proposals for the Meeting

The approval of the Extension Amendment Proposal will requirerequires a special resolution, under Cayman Islands law, being the affirmative vote of a majority of at least a two-thirds (2/3) majority of the votes which are cast by theof those holders of the issued ordinary shares presentOrdinary Shares, voting as a single class, who, being entitled to do so, vote in person (including via live webcast) or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter on the record date.Meeting.

If presented,Approval of each of the Auditor Ratification Proposal and the Adjournment Proposal (if put forth at the Meeting) requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a simple majority of the votes cast by the holders of the issued ordinary shares presentOrdinary Shares, voting as a single class, who, being entitled to do so, vote in person (including via live webcast) or represented by proxy at the Extraordinary General Meeting andMeeting. Approval of the Director Election Proposal requires the affirmative vote of a simple majority of the votes cast by the holders of the Class B Ordinary Shares, who, being entitled to do so, vote on such matter.in person or by proxy at the Meeting.

If you do not wantShareholders who attend the Meeting, either in person or by proxy (or, if a corporation or other non-natural person, by sending their duly authorized representative or proxy), will be counted (and the number of Ordinary Shares held by such shareholders will be counted) for the purposes of determining whether a quorum is present at the Meeting. The presence, in person or by proxy or by duly authorized representative, at the Meeting of the holders of a majority of all issued and outstanding Ordinary Shares entitled to attend and vote at the Meeting shall constitute a quorum for the Meeting.

At the Meeting, only those votes which are actually cast, either “FOR” or “AGAINST,” the Extension Amendment Proposal, the Auditor Ratification Proposal, the Director Election Proposal or if presented, the Adjournment Proposal, will be counted for the purposes of determining whether each of the proposals is approved, and any Ordinary Shares which are not voted at the Meeting will have no effect on the outcome of such votes. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast and will have no effect on the outcome of the vote on any of the proposals.

It is possible that the Company will not be able to be approved, you must vote “AGAINST” such proposal. Ifcomplete the LLP Transaction by the Charter Extension Date if the Extension Amendment Proposal is approved, andapproved. In such event, the Extension is implemented, then the Withdrawal AmountCompany will be withdrawn fromrequired to wind up, liquidate and dissolve the trustTrust Account by returning the then remaining funds in such account and paid to the redeeming holders. You will still be entitled to make the Election if you vote “AGAINST”, abstain or do not vote on the Extension Proposal. We anticipate that a public shareholder who tenders shares for redemption in connection with the vote to approve the Extension Amendment Proposal would receive payment of the redemption price for such shares soon after the Extension is implemented.

Abstentions and broker non-votes will be counted in connection with the determination of whether a valid quorum is established but will have no effect on any of the proposals. Since the Adjournment Proposal is considered a routine matter, brokers shall be entitled to vote on the Adjournment Proposal absent voting instructions, and thus there should be no broker non-votes with respect to the Adjournment Proposal.

Votingshareholders.

Voting Your Shares — Shareholders of Record

If you are a shareholder of record of the Company, you may vote by mail or Internet. Each Ordinary Share that you own in your name entitles you to one vote on each of the proposals for the Meeting. Your one or more proxy cards show the number of Ordinary Shares that you own.

Voting by Mail. You can vote your shares at the Extraordinary General Meeting by proxy, in person or virtually.

You can vote by proxy by having one or more individuals who will attend the Extraordinary General Meeting vote your shares for you. These individuals are called “proxies”completing, signing, dating and using them to cast your vote at the Extraordinary General Meeting is called voting “by proxy.”

If you wish to vote by proxy, you must (i) complete the enclosed form, called a “proxy card,” and mail it in the envelope provided or (ii) submit your proxy by telephone or over the internet (if those options are available to you) in accordance with the instructions onreturning the enclosed proxy card or voting instruction card.

If you completein the postage-paid envelope provided. By signing the proxy card and mailreturning it in the enclosed prepaid and addressed envelope, provided or submit your proxy by telephone or overyou are authorizing the internet as described above, you will designate Kevin Hartz or, failing him, Troy Steckenrider or, failing him, the duly appointed chairman to act as your proxy at the Extraordinary General Meeting. One of them will then vote your shares at the Extraordinary General Meeting in accordance with the instructions you have given them inindividuals named on the proxy card or voting instructions, as applicable, with respect to the proposals presented in this proxy statement. Proxies will extend to, and be voted at, any adjournments or postponements of the Extraordinary General Meeting.

Alternatively, you can vote your shares in person by attending the Extraordinary General Meeting virtually at www.virtualshareholdermeeting.com/TWOA2023SM.

A special note for those who plan to attend the Extraordinary General Meeting and vote: if your shares are held in the name of a broker, bank or other nominee, please follow the instructions you receive from your broker, bank or other nominee holding your shares. You will not be able to vote at the Extraordinary General Meeting unless you obtain a legal proxy from the record holder of your shares.

Our Board is asking for your proxy. Giving our Board your proxy means you authorize it to vote your shares at the Extraordinary General Meeting in the manner you direct.indicate. You may vote for or against any proposal or you may abstain from voting. All valid proxies received priorare encouraged to the Extraordinary General Meeting will be voted. All shares represented by a proxy will be voted,sign and where a shareholder specifies by means ofreturn the proxy a choice with respectcard even if you plan to any matter to be acted upon,attend the Meeting so that your shares will be voted in accordance withif you are unable to attend the specification so made.Meeting. If no choiceyou receive more than one proxy card, it is indicated on the proxy, the shares will be voted “FOR” both the Extension Amendment Proposal and, if presented, the Adjournment Proposal, and as the proxy holders may determine in their discretion with respect to any other mattersan indication that may properly come before the Extraordinary General Meeting.

Shareholders who have questions or need assistance in completing or submitting their proxy cards should contact our proxy solicitor, Morrow Sodali LLC, at 509 Madison Avenue, Suite 1206, New York, NY 10022 Attention: Kevin P. Kelly, Telephone: (203) 658-9455.

Shareholders who hold their shares in “street name,” meaning the name of a broker or other nominee who is the record holder, must either direct the record holder of their shares to vote their shares or obtain a legal proxy from the record holder to vote their shares at the Extraordinary General Meeting.

Revocability of Proxies

Any proxy may be revoked by the person giving it at any time before the polls close at the Extraordinary General Meeting. A proxy may be revoked by delivering to us, at two, 900 Kearny St., Suite 610, San Francisco, CA 94133, either a written notice of revocation bearing a date later than the date of such proxy or a subsequent proxy relating to the same shares or by attending the Extraordinary General Meeting and voting virtually.

Simply attending the Extraordinary General Meeting will not constitute a revocation of your proxy. If your shares are held in the namemultiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. If you hold your shares in “street name” through a bank, broker or other nominee, who is the record holder, you mustwill need to follow the instructions ofprovided to you by your bank, broker or other nominee to revoke a previously given proxy.

Attendanceensure that your shares are represented and voted at the Extraordinary General Meeting

Only holders of ordinary shares, their proxy holders and guests the Company may invite may attend the Extraordinary General Meeting. If you wish to attendsign and return the Extraordinary General Meeting in person or virtuallyproxy card but you hold your shares through someone else, such as a broker, please follow thedo not give instructions you receive from your broker, bank or other nominee holding your shares. You must bring a legal proxy from the broker, bank or other nominee holding your shares, confirming your beneficial ownership of the shares and giving you the righton how to vote your shares.

Solicitation of Proxies

Your proxy is being solicited by our Board on the proposals being presented to the shareholders at the Extraordinary General Meeting. Our directors and executive officers may also solicit proxies in person, by telephone or by other means of communication, but will not be paid any additional compensation for soliciting proxies. The Company may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

The cost of preparing, assembling, printing and mailing this proxy statement and the accompanying form of proxy, and the cost of soliciting proxies relating to the Extraordinary General Meeting, will be borne by the Company.

Some banks and brokers have customers who beneficially own ordinary shares, listed of record in the names of nominees. The Company intends to request banks and brokers to solicit such customers and will reimburse them for their reasonable out-of-pocket expenses for such solicitations. If any additional solicitation of the holders of our outstanding ordinary shares is deemed necessary, the Company (through our directors and executive officers) anticipates making such solicitation directly.

No Right of Appraisal

The Company’s shareholders do not have dissenters’ rights under Cayman Islands law nor the Company’s Governing Documents in connection with the proposals to be voted on at the Extraordinary General Meeting.

Other Business

The Company is not currently aware of any business to be acted upon at the Extraordinary General Meeting other than the matters discussed in this proxy statement. The form of proxy accompanying this proxy statement confers discretionary authority upon the named proxy holders with respect to amendments or variations to the matters identified in the accompanying Notice of Extraordinary General Meeting and with respect to any other matters which may properly come before the Extraordinary General Meeting. If other matters do properly come before the Extraordinary General Meeting, or at any adjournments or postponements of the Extraordinary General Meeting, the Company expects that the ordinary shares represented by properly submitted proxiesyour Ordinary Shares will be voted as recommended by the proxy holdersBoard. The Board recommends voting “FOR” the Extension Amendment Proposal, “FOR” the Auditor Ratification Proposal, “FOR” the nominee set forth in accordance with the recommendations of our Board.

Principal Executive Offices

Our principal executive offices are located at 900 Kearny St.Director Election Proposal and “FOR” the Adjournment Proposal. Votes submitted by mail must be received by 11:00 a.m., Suite 610, San Francisco, CA 94133. Our telephone number at such address is (415) 480-1752.Eastern Time, on December 27, 2023.

PROPOSAL NO. 1 — THE EXTENSION AMENDMENT PROPOSALVoting by Internet. Shareholders who have received a copy of the proxy card by mail may be able to vote over the Internet by visiting the web address on the proxy card and entering the voter control number included on your proxy card. If you attend the Meeting virtually, you may submit your vote at the Meeting online at https://www.cstproxy.com/twoaspac/2023, in which case any votes that you previously submitted will be superseded by the vote that you cast at the Meeting.

BackgroundVoting Your Shares — Beneficial Owners

If your shares are registered in the name of your broker, bank or other agent, you are the “beneficial owner” of those shares and those shares are considered as held in “street name.” If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than directly from the Company. Simply complete and mail the proxy card to ensure that your vote is counted. You may be eligible to vote your shares electronically over the Internet. A large number of banks and brokerage firms offer Internet voting. If your bank or brokerage firm does not offer Internet voting information, please complete and return your proxy card in the self-addressed, postage-paid envelope provided. To vote yourself at the Meeting, you must first obtain a valid legal proxy from your broker, bank or other agent and then register in advance to attend the Meeting. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request a legal proxy form.

After obtaining a valid legal proxy from your broker, bank or other agent, to then register to attend the Meeting, you must submit proof of your legal proxy reflecting the number of your shares along with your name and email address to Continental Stock Transfer & Trust Company. Requests for registration should be directed to proxy@continentalstock.com. Written requests can be mailed to:

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: SPAC Redemption Team

E-mail: spacredemptions@continentalstock.com

Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on December 26, 2023.

You will receive a confirmation of your registration by email after the Company receives your registration materials. You will also need a voter control number included on your proxy card in order to be able to vote your shares or submit questions during the meeting. Follow the instructions provided to vote. The Company encourages you to access the meeting prior to the start time leaving ample time for the check in.

Attending the Meeting

The Meeting will be held at the offices of Ellenoff Grossman & Schole LLP at 1345 Avenue of the Americas, New York, New York 10105 and via live webcast. You will be able to attend the Meeting online, vote and submit your questions during the Meeting by visiting https://www.cstproxy.com/twoaspac/2023. Even if you are planning on attending the Meeting online, please promptly submit your proxy vote by telephone, or, if you received a printed form of proxy in the mail, by completing, dating, signing and returning the enclosed proxy, so your shares will be represented at the Meeting. Instructions on voting your shares are on the proxy materials you received for the Meeting. Even if you plan to attend the Meeting online, it is strongly recommended you complete and return your proxy card before the Meeting date, to ensure that your shares will be represented at the Meeting if you are unable to attend.

Revoking Your Proxy

If you are a shareholder and you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

No Additional Matters

The Company is blank check company incorporatedMeeting has been called only to consider and vote on January 15, 2021, as a Cayman Islands exempted company, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. On March 29, 2021, the Company consummated its IPO of 20,000,000 Class A ordinary shares at a price of $10.00 per share. On April 13, 2021, the underwriterapproval of the IPO acquired an additional 1,437,000 Class A ordinary shares pursuantExtension Amendment Proposal, the Auditor Ratification Proposal, the Director Election Proposal and the Adjournment Proposal. Under the Memorandum and Articles of Association, other than procedural matters incidental to the underwriter’s partial exercise of its over-allotment option, at $10.00 per unit, generating total gross proceeds of $214,375,000.

Simultaneously with the closingconduct of the IPO,Meeting, no other matters may be considered at the Company consummated the sale of an aggregate of 600,000 private placement shares at a price of $10.00 per private placement shareMeeting if they are not included in a private placement to our Sponsor, generating gross proceeds to the Company of $6,000,000. Simultaneously with the underwriter’s partial exercise of its over-allotment option 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 our Sponsor, generating gross proceeds to the Company of $287,500. On December 29, 2022, our Sponsor forfeited its 628,750 Class A ordinary shares to the Company for no value. As of the date of this proxy statement, which serves as the Sponsor does not ownnotice of the Meeting.

Who Can Answer Your Questions about Voting

If you have any questions about how to vote or direct a vote in respect of your Class A ordinary shares.Ordinary Shares, you may contact the proxy solicitor for the Company at:

Morrow Sodali LLC

333 Ludlow Street, 5th Floor, South Tower

Stamford, CT 06902

Shareholders may call toll-free: (800) 662-5200

Banks and brokers may call collect: (203) 658-9400

Email: TWOA.info@investor.morrowsodali.com

Redemption Rights

In connection with the formationExtension Amendment Proposal and contingent upon the effectiveness of the Sponsor,implementation of the Sponsor received 5,750,000 Class B ordinaryCharter Extension, each public shareholder may seek to redeem its Public Shares for a pro rata portion of the funds available in the Trust Account, including interest earned but net funds required for income taxes payable, if any (less up to $100,000 of interest to pay dissolution expenses). If you exercise your redemption rights, you will be exchanging your Public Shares for cash and will no longer own the shares.

In order to exercise your redemption rights, you must:

Continental Stock Transfer & Trust Company

One State Street Plaza, 30th Floor

New York, New York 10004

Attn: SPAC Redemption Team

E-mail: spacredemptions@continentalstock.com

and

Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares at a per share purchase price of approximately $0.004. Priorin “street name,” are required to either tender their certificates to the IPO, our Sponsor transferred 25,000 of its founder sharestransfer agent prior to each of Michelle Gill, Ryan Petersen and Laura de Petra, and 30,000 of its founder shares to Pierre Lamond, in each case, at their original per share purchase price. On April 19, 2021, following the expiration of the underwriter’s over-allotment option, the Sponsor forfeited 390,625 Class B ordinary shares for no consideration, following which time there were 5,359,375 Class B ordinary shares issued and outstanding. As of the date ofset forth in this proxy statement, the initial shareholders continueor up to own an aggregate of 5,359,375 founder shares.

The prospectus for our IPO and our current Governing Documents provide that we have until March 29, 2023, or 24 months after the closing date of our IPO, to complete atwo business combination.

The Extension Amendment

The Company is proposing to amend its Governing Documents to extend the date by which the Company must consummate a business combinationdays prior to the Extended Date.

The sole purpose ofvote on the proposal to approve the Extension Amendment Proposal isat the Meeting, or to providedeliver their shares to the transfer agent electronically using DTC’s DWAC system, at such shareholder’s option.

Each redemption of a Public Share by the Company’s public shareholders will reduce the amount in the Trust Account, which held marketable securities with a fair value of approximately $52.8 million as of the Record Date. Prior to their exercising redemption rights, shareholders of the Company with sufficient time to complete our initial business combination. Our prospectus forshould verify the IPO and our current Governing Documents provide that we have until March 29, 2023, or 24 months after the closing datemarket price of the IPO, to complete a business combination.

Our Governing Documents require that we not proceed withClass A Ordinary Shares, as shareholders may receive higher proceeds from the Extensionsale of their Class A Ordinary Shares in the public market than from exercising their redemption rights if the number of redemptions of our public shares causesmarket price per share is higher than the Companyredemption price. There is no assurance that you will be able to have lesssell your Public Shares in the open market, even if the market price per share is higher than $5,000,001 of net tangible assets, which requirementthe redemption price stated above, as there may not be waived bysufficient liquidity in the Board.Class A Ordinary Shares when you wish to sell your shares.

If you exercise your redemption rights, your Public Shares will cease to be outstanding and will only represent the right to receive a pro rata share of the aggregate amount then on deposit in the Trust Account.

You will have no right to participate in, or have any interest in, the future growth of the Company, if any. You will be entitled to receive cash for your Public Shares only if you properly and timely demand redemption.

If the Extension Amendment Proposal is not approved, the Company will be required to wind up, liquidate and dissolve the Trust Account by returning the then remaining funds in such account to the public shareholders.

Appraisal Rights

There are no appraisal rights available to the Company’s shareholders in connection with any of the proposals.

Proxy Solicitation Costs

The Company is soliciting proxies on behalf of the Board. This proxy solicitation is being made by mail, but also may againbe made by telephone or on the Internet. The Company has engaged Morrow to assist in the solicitation of proxies for the Meeting. The Company has agreed to pay $15,000 for its services. The Company will also reimburse Morrow for reasonable out-of-pocket expenses and will indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses. The Company and its directors, officers and employees may also solicit proxies on the Internet. The Company will ask banks, brokers and other institutions, nominees and fiduciaries to forward this proxy statement and the related proxy materials to their principals and to obtain their authority to execute proxies and voting instructions.

The Company will bear the entire cost of the proxy solicitation, including the preparation, assembly, printing, mailing and distribution of this proxy statement and the related proxy materials. The Company will reimburse brokerage firms and other custodians for their reasonable out-of-pocket expenses for forwarding this proxy statement and the related proxy materials to the Company’s shareholders. Directors, officers and employees of the Company who solicit proxies will not be paid any additional compensation for soliciting.

Interests of the Sponsor, Directors and Officers

When you consider the recommendation of the Board, the Company’s shareholders should be aware that aside from their interests as shareholders, the Sponsor, certain members of the Board and officers of the Company have interests that are different from, or in addition to, those of other shareholders generally. The Board was aware of and considered these interests, among other matters, in recommending to the Company’s shareholders that they approve the Extension Amendment Proposal. Shareholders of the Company should take these interests into account in deciding whether to approve the Extension Amendment Proposal:

Additionally, if the Extension Amendment Proposal are approved and the Company consummates the LLP Transaction, the directors and officers may have additional interests, including interests in the LLP Transaction. Such interests will be described in the Registration Statement on Form F-4 for such transaction.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Officers

The directors and executive officers of the Company are as follows:

The experience of our directors and executive officers is as follows:

Thomas D. Hennessyhas served as Director, Chairman and Chief Executive Officer of the Company 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, climate and real estate 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 a director of Jaguar Global Growth Corporation I (Nasdaq: JGGC), a special purpose acquisition company targeting businesses operating primarily outside of the United States in the PropTech sector, since February 2021. Since December 2020, he has served as a director of 7GC & Co. Holdings Inc. (Nasdaq: VII), a special purpose acquisition company targeting the technology industry. Mr. Hennessy, in his role as Chairman, Co-Chief Executive Officer and President, has executed two successful SPAC business combinations, including (i) PropTech Acquisition Corporation’s business combination with Porch Group, Inc. (Nasdaq: PRCH) in 2020; and (ii) PropTech Investment Corporation II’s business combination with Appreciate Holdings, Inc. (Nasdaq: SFR) in 2022. 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.

Nicholas Geeza has served as the Chief Financial Officer of the Company since April 2023. Mr. Geeza has served as Head of Business Development of Hennessy Capital Growth Strategies, an alternative investment company, since April 2023. Mr. Geeza has served as Enterprise Sales Director for Capital Preferences, Ltd., a wealth technology platform focused on using behavioral economics to reveal client preferences and drive increased assets under management for global enterprise financial institutions, since March 2022. From November 2007 to March 2022, Mr. Geeza served as Senior Vice President in the Derivative Products Group at U.S. Bank National Association, where he was responsible for developing and servicing client relationships in the National Corporate Banking Technology, Automotive and Insurance divisions. During his tenure, Mr. Geeza assisted in the development and successful implementation of a dynamic hedging platform, advised on compliance with U.S. GAAP accounting requirements, and negotiated International Swaps and Derivatives Association, Dodd-Frank, and collateral management documentation. Prior to U.S. Bank, Mr. Geeza worked at JP Morgan Chase & Co. in New York. Mr. Geeza graduated cum laude with a B.S. from Georgetown University and earned an MBA from the University of Chicago Booth School of Business.

M. Joseph Beck has served as a member of the Board, a member of the audit committee, as chairperson of the compensation committee and a member of the nominating and corporate governance committee of the Company since March 2023. Mr. Beck has served as a director of Jaguar Global Growth Corporation I, a special purpose acquisition company targeting business operating primarily outside of the United States in the PropTech sector, since February 2021. Since December 2020, he has served as a director of 7GC & Co. Holdings Inc. (Nasdaq: VII), a special purpose acquisition company targeting the technology industry. From July 2019 to December 2020, he served as Co-Chief Executive Officer, Chief Financial Officer and director of PropTech Acquisition Corporation. Since August 2020, he has served as Co-Chief Executive Officer, Chief Financial Officer and Director of PropTech Investment Corporation II 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 a Managing Partner of Growth Strategies of Hennessy Capital Group LLC since July 2019. 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 the Company due to his extensive experience with special purpose acquisition companies and his expertise in finance.

Adam Blake has served as a member of the Board, a member of the audit committee, a member of the compensation committee and chairperson of the nominating and corporate governance committee of the Company since March 2023. Mr. Blake is an independent 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 resident engagement platform for apartments, for which he served as 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 the Company due to his expertise in real estate investments.

Jack Leeneyhas served as a director of the Company since March 2023. He has served as Chairman and Chief Executive Officer of 7GC & Co. Holdings (Nasdaq: VII) since September 2020. He has served as a director of TortoiseEcofin Acquisition Corp. III (NYSE: TRTL), a special purpose acquisition company, since July 2023. He previously served as an independent director of PropTech Acquisition Corporation (Nasdaq: PTAC) from November 2019 to December 2022 and PropTech Investment Corporation II (Nasdaq: PTIC) from December 2020 to November 2022. Since 2016, Mr. Leeney has served as a Co-Founder and Managing Partner of 7GC & Co., a growth stage venture capital firm. Mr. Leeney led the firm’s investments in Cheddar (sold to Altice USA, May 2019), Capsule Corp., hims & hers (IPO, January 2021, NYSE: HIMS), Roofstock, The Mom Project, Reliance Jio, Because Market, Jackpocket, and Moonfare. He currently serves on the board of directors of The Mom Project and Because Market. Between April 2011 and December 2016, Mr. Leeney served on the boards of directors of Quantenna Communications, Inc. (Nasdaq: QTNA), DoAt Media Ltd. (Private), CinePapaya (acquired by Comcast), Joyent (acquired by Samsung), BOKU, Inc. (AIM: BOKU), Eventful (acquired by CBS) and Blueliv (Private). Previously, Mr. Leeney served as the Head of U.S. Investing for Telefonica Ventures between June 2012 and September 2016, the investment arm of Telefonica (NYSE: TEF), served as an investor at Hercules Capital (NYSE: HTGC) between May 2011 and June 2012 and began his career as a technology-focused investment banker at Morgan Stanley in 2007. Mr. Leeney holds a B.S. from Syracuse University. Mr. Leeney is well qualified to serve as a director due to his investment and advisory experience.

Gloria Fu has served as a member of the Board, chairperson of the audit committee, a member of the compensation committee and a member of the nominating and corporate governance committee of the Company since April 2023. 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 base of expertise includes strategy, financial analysis, and shareholder-related issues. Ms. Fu is 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 February 2004, 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 Bachelor of Sciences in Hotel Administration and Masters in Hospitality Administration from Cornell University. Ms. Fu is qualified to serve as a director of the Company due to her investment advisory and real estate expertise, particularly omnichannel retail and lodging.

Number and Terms of Office of Officers and Directors

We have 5 directors. Our Board is divided into three classes, with only one class of directors being appointed in each year, and with each class (except for those directors appointed prior to this Meeting) serving a three-year term. The term of office of the Class I directors, consisting of Thomas D. Hennessy, will expire at our annual general meeting in 2025. The term of office of the Class II directors, consisting of Jack Leeney and Gloria Fu, will expire at our annual general meeting in 2024. The term of office of the Class III directors, consisting of M. Joseph Beck and Adam Blake, will expire at this Meeting.

Holders of the Founder Shares will have the right to appoint and remove all of our directors prior to consummation of the Business Combination and holders of the Public Shares will not have the right to vote on the appointment of directors during such time. Each of our directors will hold office for a three-year term. Incumbent directors will also have the ability to appoint additional directors or to appoint replacement directors in the event of a casual vacancy.

Our officers are appointed by the Board and serve at the discretion of the Board, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our amended and restated memorandum and articles of association 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

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The NYSE listing standards require that a majority of our Board be independent. An “independent director” is defined generally as a person who 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 has determined that each of Jack Leeney, Gloria Fu, M. Joseph Beck and Adam Blake are an “independent director” under applicable SEC and NYSE rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present.

Officer and Director Compensation

None of our executive officers or directors have received any cash compensation for services rendered to us. Pursuant to the Administrative Services Agreement, 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. Our 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 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 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 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 for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our Board.

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.

Committees of the Board of Directors

Our Board has three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee. Subject to phase-in rules and a limited exception, NYSE rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and NYSE rules require that the compensation committee and nominating and corporate governance committee of a listed company each be comprised solely of independent directors.

Audit Committee

We established an audit committee of the board of directors. Gloria Fu, M. Joseph Beck and Adam Blake serve as members of our audit committee. Our Board has determined that each of our audit committee members is independent. Gloria Fu serves as the chairperson of the audit committee. Each member of the audit committee meets the financial literacy requirements of the NYSE and our Board has determined that Gloria 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:

Compensation Committee

We have established a compensation committee of our Board. 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 Gloria Fu, M. Joseph Beck and Adam Blake. M. Joseph Beck serves as chairperson of the compensation committee. Our Board 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:

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.

Nominating and Corporate Governance Committee

We established a nominating and corporate governance committee of our Board. The members of our nominating and corporate governance committee are Gloria Fu, M. Joseph Beck and Adam Blake, with Adam Blake serving as chairperson. Our Board has determined that each of Gloria Fu, M. Joseph Beck and Adam Blake is an independent director.

The nominating and corporate governance committee is responsible for:

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 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 Interlocks and Insider Participation

None of our officers currently serves, or in the past year has served, as a member of the Board or compensation committee of any entity that has one or more officers serving on our Board.

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.

PROPOSAL NO. 1— THE EXTENSION AMENDMENT PROPOSAL

Overview

The Company is proposing to amend its Memorandum and Articles of Association to extend the Current Outsidedate by which the Company has to consummate a Business Combination to the Charter Extension Date so as to give the Company additional time to complete the LLP Transaction. A copy of the proposed amendment to the Memorandum and Articles of Association of the Company is attached to this proxy statement as part of Annex A.

If the Extension Amendment Proposal is approved and the Charter Extension is implemented, the removal from the Trust Account of the amount equal to the pro rata portion of funds available in the Trust Account with respect to such redeemed Public Shares will reduce the Company’s net asset value. The Company cannot predict the amount that will remain in the Trust Account following the Redemption if the Charter Extension Amendment Proposal is approved and the Charter Extension is implemented, and the amount remaining in the Trust Account may be only a small fraction of the approximately $52.8 million that was in the Trust Account as of the Record Date.

Additionally, if the Extension Amendment Proposal is approved and implemented, the Sponsor or its designees has agreed to contribute to the Company as a loan (i) the lesser of (x) an aggregate of $165,000 or (y) $0.035 for each Public Share that is not redeemed in connection with the Charter Extension for the first two months (commencing on January 2, 2024 and on the 2^nd day of each subsequent month until March 1, 2024) plus (ii) the lesser of (x) $82,500 per month or (y) $0.0175 per Public Share that remains outstanding and is not redeemed in connection with the Extension for each of the four subsequent calendar months (commencing on March 2, 2024 and on the 2nd day of each subsequent month) until the Charter Extension Date, or portion thereof, that is needed to complete a Business Combination (such loans, the “Contribution”), which amount will be deposited into the Trust Account. Accordingly, the amount deposited per share will depend on the number of Public Shares that remain outstanding after redemptions in connection with the Extension and the length of the extension period that will be needed to complete the LLP Transaction. If more than 4,714,285 Public Shares remain outstanding after redemptions in connection with the Extension, then the amount paid per share will be decreased proportionately. For example, if we complete the LLP Transaction on July 1, 2024, which would represent six (6) calendar months, no Public Shares are redeemed and all of our Public Shares remain outstanding in connection with the Extension, then the aggregate amount deposited per share will be approximately $0.099 per share, with the aggregate maximum contribution to the Trust Account being $495,000. However, if 285,728 Public Shares are redeemed and 4,714,285 of our Public Shares remain outstanding after redemptions in connection with the Extension, then the amount deposited per share for such six-month period will be $0.105 per share, with the aggregate maximum contribution to the Trust Account being $495,000.

Assuming the Extension Amendment Proposal is approved, the initial Contribution amount will be deposited into the Trust Account promptly following the Original Termination Date. Each additional monthly Contribution will be deposited in the Trust Account within seven calendar days from the 2nd day of such calendar month. The Contributions are conditioned upon the implementation of the Charter Extension. The Contributions will not be made if the Charter Extension is not approved or the Extension is not completed. The amount of the Contributions, which are loans, will not bear interest and will be repayable by us to the Sponsor or its designees upon consummation of a Business Combination. If the Sponsor or its designees advises us that it does not intend to make the Contributions, then the proposals will not be put before the shareholders at the Meeting and we will wind up, liquidate and dissolve in accordance with the Memorandum and Articles of Association. Our Board will have the sole discretion whether to extend for additional calendar months following January 1, 2024 until July 1, 2024 and if our Board determines not to continue extending for additional calendar months, the Sponsor or its designees will not make any additional Contributions following such determination.

If the Extension Amendment Proposal is not approved and the Current Outside DateCharter Extension is not otherwise extended and the Company has not consummated an initial business combination by the Current Outside Date,implemented, the Company will (i) ceasewind up, liquidate and dissolve.

Without the approval of the Extension Amendment Proposal and the implementation of the Charter Extension, the Company believes that it will not be able to complete the LLP Transaction on or before the Original Termination Date. If that were to occur, the Company would be forced to liquidate on the Original Termination Date.

As contemplated by the Memorandum and Articles of Association, the holders of the Company’s Public Shares may elect to redeem all operations exceptor a portion of their Public Shares in exchange for their pro rata portion of the purpose of winding up, (ii) as promptly as reasonably possible but not more than tenfunds held in the Trust Account if the Charter Extension is implemented.

On the Record Date, the redemption price per share was approximately $10.55 (which is expected to be the same approximate amount two business days thereafter, and subject to having lawfully available funds therefor, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equalprior to the Meeting), based on the aggregate amount then on deposit in the trust account, including anyTrust Account of approximately $52.8 million as of the Record Date (including interest earned onnot previously released to the trust account deposits (which interest shall be net ofCompany to pay its income taxes, payable and after setting asideless up to $100,000 of interest to pay dissolution expenses), divided by the total number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board, in accordance with applicable law, dissolve and liquidate, 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 shareholders have agreed to waive their redemption rights with respect to their founder shares and public shares, as applicable, in connection with a shareholder vote to approve certain amendments to our Governing Documents, including a vote to approve an extension to the Current Outside Date. In addition, they have agreed to waive their right to receive liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination by the Current Outside Date.

A copy of the proposed amendment to our Governing Documents is attached to this proxy statement as Annex A.

Reasons for the Proposal

The sole purpose of the Extension Amendment Proposal is to provide the Company with sufficient time to complete an initial business combination, which our Board believes is in the best interest of our shareholders. Approval of the Extension Amendment Proposal is a condition to the implementation of the Extension.

The Governing Documents provide that we have until the Current Outside Date to complete an initial business combination. Our Board believes that there may not be sufficient time to enter into a definitive agreement, complete the SEC review process and hold an extraordinary general meeting to obtain shareholder approval of and consummate any potential initial business combination, by the Current Outside Date. If we were precluded from completing our initial business combination by the Current Outside Date, we would be forced to liquidate even if our shareholders are otherwise in favor of consummating such business combination.

The Board believes it is in the best interests of the Company and its shareholders to extend the Current Outside Date to the Extended Date in order to provide sufficient time to consummate a potential initial business combination. We believe that given the Company’s expenditure of time, effort and money on searching for potential business combination opportunities, circumstances warrant providing the Company’s public shareholders an opportunity to consider a potential initial business combination. Accordingly, since we are unlikely to be able to complete an initial business combination by the Current Outside Date, we have determined to seek shareholder approval to extend the time for closing a business combination beyond the Current Outside Date to the Extended Date.

If the Extension Amendment Proposal is Not Approved

Shareholder approval of the Extension Amendment Proposal is required for the implementation of our Board’s plan to extend the date by which the Company must consummate an initial business combination. Therefore, the Board will abandon and not implement the Extension unless the Company’s shareholders approve the Extension Amendment Proposal.

If the Extension Amendment Proposal is not approved, the Company may again seek to extend the Current Outside Date. If the Extension Amendment Proposal is not approved, the Current Outside Date is not otherwise extended and we do not consummate an initial business combination by the Current Outside Date, in accordance with its Governing Documents, 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, and subject to having lawfully available funds therefor, 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 trust account deposits (which interest shall be net of taxes payable and after setting aside up to $100,000 to pay dissolution expenses), divided by the total number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board, in accordance with applicable law, dissolve and liquidate, 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 shareholders have agreed to waive their redemption rights with respect to their founder shares and public shares, as applicable, in connection with a shareholder vote to approve certain amendments to our Governing Documents, including a vote to approve an extension to the Current Outside Date. In addition, they have agreed to waive their right to receive liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination by the Current Outside Date.

If the Extension Amendment Proposal is Approved

If the Extension Amendment Proposal is approved, we will file an amendment to the Company’s Governing Documents with the Registrar of Companies of the Cayman Islands in the form of Annex A hereto to extend the time the Company has to complete a business combination until the Extended Date. We will remain a reporting company under the Exchange Act, and our public shares will remain publicly traded. The Company will then continue to work to consummate an initial business combination by the Extended Date.

If the Extension Amendment Proposal is approved, we plan to hold another general meeting prior to the Extended Date in order to seek shareholder approval of a potential initial business combination, and related proposals.

You are not being asked to vote on any proposed business combination at this time. If the Extension is implemented and you do not elect to redeem your public shares in connection with the Extension, you will retain the right to vote on any potential initial business combination, when and if such business combination is submitted to the public shareholders (provided that you are a shareholder on the record date for a meeting to consider such business combination) and the right to redeem your public shares for a pro rata portion of the trust account in the event any proposed business combination is approved and completed or the Company has not consummated a business combination by the Extended Date.

If the Extension Amendment Proposal is approved and the Extension is implemented, the removal of the Withdrawal Amount from the trust account in connection with the Election will reduce the amount held in the trust account following the Election. The Company cannot predict the amount that will remain in the trust account after such withdrawal if the Extension Amendment Proposal is approved and the amount remaining in the trust account may be only a fraction of the $214.4 million, plus accrued interest (less any funds used to pay taxes) that was in the trust account as of the record date. In such event, we may still seek to obtain additional funds to complete a business combination, and there can be no assurance that such funds will be available on terms acceptable to the parties or at all. We will not proceed with the Extension if redemptions or repurchases of our public shares cause us to have less than $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal.

Redemption Rights

If the Extension Amendment Proposal is approved, and the Extension is implemented, any holder of public shares may redeem all or a portion of their public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to such approval, including any interest earned on the trust account deposits (which interest shall be net of taxes payable), divided by the number of then outstanding public shares. However, 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(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the Class A ordinary shares without the prior consent of the Company. Our Governing Documents require that the Company not redeem its public shares in an amount that would cause our net tangible assets to be less than $$5,000,001, which requirement may not be waived by the Board. If the Extension Amendment Proposal is approved by the requisite vote of shareholders, then the Withdrawal Amount (as defined below) will be withdrawn from the trust account and paid to the redeeming public shareholders with respect to the portion of public shares that were validly redeemed as described above. In addition, the remaining public shareholders be entitled to have their shares redeemed for cash if we have not completed a business combination by the Extended Date, subject to any limitations set forth in our Governing Documents.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST ENSURE YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED HEREIN, INCLUDING SUBMITTING A WRITTEN REQUEST THAT YOUR SHARES BE REDEEMED FOR CASH TO THE TRANSFER AGENT AND DELIVERING YOUR SHARES TO THE TRANSFER AGENT PRIOR TO 5:00PM ET ON MARCH 22, 2023 (TWO BUSINESS DAYS BEFORE THE SCHEDULED VOTE AT THE EXTRAORDINARY GENERAL MEETING).

YOU WILL ONLY BE ENTITLED TO RECEIVE CASH IN CONNECTION WITH A REDEMPTION OF THESE SHARES IF YOU CONTINUE TO HOLD THEM UNTIL THE EFFECTIVE DATE OF THE EXTENSION AMENDMENT PROPOSAL AND ELECTION.

Pursuant to our Governing Documents, a public shareholder may request that the Company redeem all or a portion of such public shareholder’s public shares for cash if the Extension Amendment Proposal is approved. You will be entitled to receive cash for any public shares to be redeemed only if you:

Public shareholders may elect to redeem all or a portion of their public shares regardless of whether they vote for or against the Extension Amendment Proposal and regardless of whether they hold public shares on the record date.

Through DTC’s DWAC (Deposit/Withdrawal at Custodian) System, this electronic delivery process can be accomplished by the shareholder, whether it is a record holder or its shares are held in “street name,” by contacting the transfer agent or its broker and requesting delivery of its shares through the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical share certificate, a shareholder’s broker and/or clearing broker, DTC, and the Company’s transfer agent will need to act together to facilitate this request. 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 agent will typically charge the tendering broker $100 and the broker would determine whether or not to pass this cost on to the redeeming holder. It is our understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. We do not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical share certificate. Such shareholders will have less time to make their investment decision than those shareholders that deliver their shares through the DWAC system. Shareholders who request physical share certificates and wish to redeem may be unable to meet the deadline for tendering their shares before exercising their redemption rights and thus will be unable to redeem their shares.

Certificates that have not been tendered in accordance with these procedures prior to the vote on the Extension Amendment Proposal will not be redeemed for cash held in the trust account on the redemption date. In the event that a public shareholder tenders its shares and decides prior to the vote at the Extraordinary General Meeting that it does not want to redeem its shares, the shareholder may withdraw the tender with the consent of the Board. If you delivered your shares for redemption to our transfer agent and decide prior to the vote at the Extraordinary General Meeting not to redeem your public shares, you may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at the address listed above. In the event that a public shareholder tenders shares and the Extension Amendment Proposal is not approved, these shares will not be redeemed and the physical certificates representing these shares will be returned to the shareholder promptly following the determination that the Extension Amendment Proposal will not be approved. We anticipate that a public shareholder who tenders shares for redemption in connection with the vote to approve the Extension would receive payment of the redemption price for such shares soon after the Extension is implemented. The transfer agent will hold the certificates of public shareholders that make the election until such shares are redeemed for cash or returned to such shareholders.

If properly demanded, we will redeem each public share for 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 and not previously released to us to pay our franchise and income taxes, divided by the total number of then outstanding public shares. Based on the amount in the trust account as of the record date, this would amount to approximately $10.17 per share, which amount includes interest earned on the funds held in the trust account and not previously or yet released to the Company to pay its taxes.Shares. The closing price of the ordinary sharesClass A Ordinary Shares on the NYSE on February 23, 2023, the recordRecord Date was $10.62. Accordingly, if the market price of the Class A Ordinary Shares were to remain the same until the date was $10.17.of the Meeting, exercising redemption rights would result in a public shareholder receiving $0.07 less per share than if the shares were sold in the open market. The Company cannot assure public shareholders that they will be able to sell their public sharesClass A Ordinary Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. The Company believes that such redemption right enables its public shareholders to determine whether or not to sustain their investments for an additional period if the Company does not complete the LLP Transaction on or before the Original Termination Date.

Reasons for the Extension Amendment Proposal

The Company’s Memorandum and Articles of Association provide that the Company has until the Original Termination Date to complete the LLP Transaction. The Company and its officers and directors agreed that they would not seek to amend the Company’s Memorandum and Articles of Association to allow for a longer period of time to complete the LLP Transaction unless the Company provided holders of its Public Shares with the right to seek redemption of their Public Shares in connection therewith. The Board believes that it is in the best interests of the Company’s shareholders that the Charter Extension be obtained, and accordingly the approval of the Extension Amendment Proposal, so that the Company will have a limited additional amount of time to consummate the LLP Transaction. Without the Charter Extension, the Company believes that it will not be able to complete the LLP Transaction on or before the Original Termination Date. If that were to occur, the Company would be forced to liquidate on the Original Termination Date.

If the Extension Amendment Proposal is Not Approved

If the Extension Amendment Proposal is not approved and the LLP Transaction is not completed on or before the Original Termination Date, January 1, 2024, as contemplated by and in accordance with the Memorandum and Articles of Association, 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 its 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 rights of the holders of such Public Shares (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 Company’s remaining shareholders and the Board, 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 in all cases subject to the other requirements of applicable law.

The holders of the Founder Shares have waived their rights to participate in any liquidating distribution with respect to the 5,359,375 Founder Shares.

If the Extension Amendment Proposal is Approved

If the Extension Amendment Proposal is approved, the Company intends to file an amendment to the Memorandum and Articles of Association as provided by the resolution in the form of Annex A hereto to extend the time it has to complete the LLP Transaction until the Charter Extension Date. The Company will then continue to attempt to consummate the LLP Transaction until the Charter Extension Date. The Company will remain a reporting company under the Exchange Act and expect that our Class A Ordinary Shares will remain publicly traded during this time.

Notwithstanding shareholder approval of the Extension Amendment Proposal, our Board will retain the right to abandon and not implement the Extension Amendment at any time without any further action by our shareholders.

The Company is listed on the NYSE. NYSE Rule 102.06 requires that a special purpose acquisition company complete one or more business combinations within three years of its initial public offering, which, in the case of the Company, would be April 1, 2024. If the Charter Extension is approved and the Board exercises its right to extend the life of the Company past April 1, 2024, such extension would extend the Company’s life beyond such 36-month deadline. As a result, the contemplated Charter Extension may not comply with NYSE Rule 102.06. We may be subject to suspension or delisting by the NYSE following April 1, 2024 if the Board exercises its right to extend the Termination Date past April 1, 2024 pursuant to the Charter Extension. For more information see “Risk Factors - The Charter Extension contemplated by the Extension Amendment Proposal may contravene NYSE rules, and as a result, the NYSE could suspend trading in the Company’s securities or delist the Company’s securities from the NYSE.”

Redemption Rights

In connection with the Extension Amendment Proposal and contingent upon the effectiveness of the implementation of the Charter Extension, each public shareholder may seek to redeem its Public Shares for a pro rata portion of the funds available in the Trust Account, including interest earned but net of funds required for income taxes payable (and net up to $100,000 of interest to pay dissolution expenses). If you exercise your redemption rights, you will be exchanging your shares of the Company’s ordinary sharesPublic Shares for cash and will no longer own the shares.

In order to exercise your redemption rights, you must:

Continental Stock Transfer & Trust Company

One State Street Plaza, 30th Floor

New York, New York 10004

Attn: SPAC Redemption Team

E-mail: spacredemptions@continentalstock.com

and

Shareholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. Shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, it may take longer than two weeks. Shareholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically. If you do not submit a written request and deliver your Public Shares as described above, your shares will not be redeemed.

Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” are required to either tender their certificates to the transfer agent prior to the date set forth in this proxy statement, or up to two business days prior to the vote on the proposal to approve the Extension Amendment Proposal at the Meeting, or to deliver their shares to the transfer agent electronically using DTC’s DWAC system, at such shareholder’s option.

Each redemption of a Public Share by the Company’s public shareholders will reduce the amount in the Trust Account, which held marketable securities with a fair value of approximately $52.8 million as of the Record Date. Prior to their exercising redemption rights, the Company’s shareholders should verify the market price of the Public Shares, as shareholders may receive higher proceeds from the sale of their shares of Public Shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. There is no assurance that you will be able to sell your Public Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in the Public Shares when you wish to sell your shares.

If you exercise your redemption rights, your Public Shares will cease to be outstanding and will only represent the right to receive a pro rata share of the aggregate amount then on deposit in the Trust Account.

You will have no right to participate in, or have any interest in, the future growth of the Company, if any. You will be entitled to receive cash for these sharesyour Public Shares only if you properly and timely demand redemption and tender your share certificate(s) toredemption.

If the Company’s transfer agent prior to 5:00PM Eastern TimeCompany does not consummate the LLP Transaction on March 22, 2023 (two business daysor before the scheduled vote at the Extraordinary General Meeting). The Company anticipates that a public shareholder who tenders shares for redemption in connection with the vote to approveOriginal Termination Date, and the Extension Amendment would receive paymentProposal is not approved, the Company will be required to wind up, liquidate and dissolve the Trust Account by returning the then remaining funds in such account to the public shareholders.

Material U.S. Federal Income Tax Considerations for Shareholders Exercising Redemption Rights

The following is a summary of the redemption pricematerial U.S. federal income tax considerations for such shares soon after the Extension is implemented.

Interestsholders of the Company’s Directorsshares that elect to have their shares redeemed for cash. This summary is based upon the Internal Revenue Code of 1986, as amended (the “Code”), the regulations promulgated by the U.S. Treasury Department, current administrative interpretations and Executive Officers

When you considerpractices of the recommendationInternal Revenue Services (the “IRS”) (including administrative interpretations and practices expressed in private letter rulings which are binding on the IRS only with respect to the particular taxpayers who requested and received those rulings) and judicial decisions, all as currently in effect and all of our Board, you should keep in mindwhich are subject to differing interpretations or to change, possibly with retroactive effect. No assurance can be given that the Company’s executive officersIRS would not assert, or that a court would not sustain, a position contrary to any of the tax considerations described below. No advance ruling has been or will be sought from the IRS regarding any matter discussed in this summary. This summary does not discuss the impact that U.S. state and directors,local taxes and their affiliates,taxes imposed by non-U.S. jurisdictions could have interestson the matters discussed in this summary. This summary does not purport to discuss all aspects of U.S. federal income taxation that may be different from,important to a particular shareholder in light of its investment or in additiontax circumstances or to your interests as a shareholder. These interests include, among other things:shareholders subject to special tax rules, such as:

Additionally, if the Extension Amendment Proposal is approved and we consummate an initial business combination, our Sponsor, officers and directors may have additional interests as will be described in the proxy statement for the business combination.

U.S. Federal Income Tax Considerations

The following discussion summarizes certain U.S. federal income tax considerations generally applicable to U.S. Holders (as defined below) and Non-U.S. Holders (as defined below) (i) of the Extension Amendment Proposal and (ii) that elect to have their public shares redeemed for cash if the Extension Amendment Proposal is approved.

This discussion is limited to certain U.S. federal income tax considerations to beneficial owners of our public shares who hold their public shares as a capital asset under the U.S. Internal Revenue Code of 1986, as amended (the “Code”). This discussion does not address any aspect of state, local or non-U.S. taxation, or any U.S. federal taxes other than income taxes (such as gift and estate taxes). This discussion is a summary only and does not consider all aspects of U.S. federal income taxation that may be relevant to you in light of your particular circumstances, including the alternative minimum tax, the Medicare tax on net investment income and the different consequences that may apply to you if you are subject to special rules that apply to certain types of investors, such as: