SEC Comment Letter 0000000000-23-013138 to two (CIK 0001843988)
two (CIK 0001843988)
Date: Dec. 1, 2023 · CIK: 0001843988 · Accession: 0000000000-23-013138
AI Filing Summary & Sentiment
File numbers found in text: 001-40292
Letter
United States securities and exchange commission logo December 1, 2023 Thomas Hennessy Chief Executive Officer two 195 US HWY 50, Suite 208 Zephyr Cove, NV 89448 Re:two Preliminary Proxy Statement on Schedule 14A Filed November 24, 2023 File No. 001-40292 Dear Thomas Hennessy: We have reviewed your filing and have the following comment. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Preliminary Proxy Statement on Schedule 14A filed November 24, 2023 General 1.We note that you are seeking to extend your termination date to a date that is beyond 36 months from your initial public offering. We also note that your shares are listed on the New York Stock Exchange and that NYSE Rule 102.06 requires that a special purpose acquisition company complete a business combination within 36 months. Please disclose that your proposal to extend your termination deadline beyond 36 months does not comply with this NYSE rule and describe the risks of your non-compliance with this rule, including that your shares may be subject to NYSE delisting. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
FirstName LastNameThomas Hennessy Comapany Nametwo December 1, 2023 Page 2 FirstName LastName Thomas Hennessy two December 1, 2023 Page 2 Please contact Kibum Park at 202-551-6836 or Brigitte Lippmann at 202-551-3713 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Joshua N. Englard
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United States securities and exchange commission logo
December 1, 2023
Thomas Hennessy
Chief Executive Officer
two
195 US HWY 50, Suite 208
Zephyr Cove, NV 89448
Re:two
Preliminary Proxy Statement on Schedule 14A
Filed November 24, 2023
File No. 001-40292
Dear Thomas Hennessy:
We have reviewed your filing and have the following comment.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed November 24, 2023
General
1.We note that you are seeking to extend your termination date to a date that is
beyond 36 months from your initial public offering. We also note that your shares are
listed on the New York Stock Exchange and that NYSE Rule 102.06 requires that a
special purpose acquisition company complete a business combination within 36 months.
Please disclose that your proposal to extend your termination deadline beyond 36 months
does not comply with this NYSE rule and describe the risks of your non-compliance with
this rule, including that your shares may be subject to NYSE delisting.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
FirstName LastNameThomas Hennessy
Comapany Nametwo
December 1, 2023 Page 2
FirstName LastName
Thomas Hennessy
two
December 1, 2023
Page 2
Please contact Kibum Park at 202-551-6836 or Brigitte Lippmann at 202-551-3713 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Joshua N. Englard