UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 27, 2024
two
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-40292 | 98-1577238 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
195 US HWY 50, Suite 208
Zephyr Cove, NV 89448
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (310) 954-9665
None
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||
| Class A ordinary shares, par value $0.0001 per share | TWOA | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 7.01. | Regulation FD Disclosure. |
On March 27, 2024, two, a Cayman Islands exempted company (“TWOA”), and LatAm Logistic Properties, S.A., a company incorporated under the laws of Panama (“LLP”) announced that the previously announced business combination (the “Business Combination”) among TWOA, LLP and certain other parties, as described in greater detail in the proxy statement filed by TWOA with the Securities and Exchange Commission (the “SEC”) on March 13, 2024, was completed on March 27, 2024, pursuant to that certain business combination agreement, dated August 15, 2023. A copy of the press release issued by TWOA and LLP is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The information referenced under this Item 7.01 (including Exhibit 99.1) of this Current Report on Form 8-K is being “furnished” under “Item 7.01. Regulation FD Disclosure” and, as such, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information set forth under this Item 7.01 in this Current Report on Form 8-K (including Exhibit 99.1) shall not be incorporated by reference into any registration statement, report or other document filed by TWOA pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 8.01. | Other Events. |
As previously disclosed, on March 25, 2024, TWOA held an extraordinary general meeting of shareholders to approve, among other proposals, the Business Combination. At the meeting, shareholders approved each of the proposals, which are described in greater detail in the proxy statement filed by TWOA with the SEC on March 13, 2024, including the Business Combination. A total of 4,087,517 ordinary shares (approximately 97.5% of TWOA’s outstanding public shares) were presented for redemption in connection with the meeting.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
The following exhibits are being filed herewith:
| 99.1 | Press Release, dated March 27, 2024. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: March 27, 2024
| two | ||
| By: | /s/ Thomas D. Hennessy | |
| Name: | Thomas D. Hennessy | |
| Title: | Chief Executive Officer | |
