two - Ordinary Shares (TWOA) Form 4 two / Troy Steckenrider III ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Steckenrider Troy III

(Last) (First) (Middle)

900 KEARNY STREET SUITE 610

THE PRESIDIO OF SAN FRANCISCO

(Street)

SAN FRANCISCO CA 94133

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
two [ TWOA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/29/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Ordinary Shares	03/29/2021		P		600,000(1)	A	$10	600,000(1)(2)	I	see footnote(2)
Class A Ordinary Shares	04/13/2021		P		28,750(3)	A	$10	628,750(2)(3)	I	see footnote(2)
Class A Ordinary Shares	12/30/2022		J		628,750(4)	D	$0.00(4)	0(2)	I	see footnote(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Ordinary Shares	(5)	04/19/2021		J(6)			390,625(6)	(5)	(5)	Class A Ordinary Shares	390,625(6)	$0.00	5,254,375(2)	I	see footnote(2)

Explanation of Responses:

1. As described in the issuer's registration statement on Form S-1 (File No. 333-253802) ("Form S-1"), the Class A ordinary shares, par value $0.0001 per share ("Class A Ordinary Shares"), were purchased in a private placement that occurred simultaneously with the closing of the issuer's initial public offering.

2. The shares reported herein are directly owned by two sponsor, the sole member of which is A-Star Investments, LLC ("A-Star"). Kevin Hartz, as manager of AStar Family LLC, and the Reporting Person are the managing members of A-Star. The managing members have voting and investment discretion with respect to the Class B ordinary shares held by two sponsor and may be deemed to have shared beneficial ownership of such securities. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

3. On April 13, 2021, the underwriter partially exercised its over-allotment option and purchased an additional 1,437,500 Class A Ordinary Shares. In connection with the partial exercise of the over-allotment option, the Reporting Person purchased additional Class A Ordinary Shares in a private placement.

4. The Reporting Person surrendered all Class A Ordinary Shares for no consideration.

5. As described in the issuer's Form S-1 under the heading "Description of Securities-Founder Shares," the Class B ordinary shares, par value $0.0001 per share ("Class B Ordinary Shares"), of the issuer will automatically convert into Class A Ordinary Shares of the issuer at the time of the issuer's initial business combination on a one-for-one basis, subject to certain adjustments, and have no expiration date.

6. In connection with the partial exercise of the underwriter's over-allotment option as described herein, the Reporting Person surrendered 390,625 Class B Ordinary Shares for no consideration.

Remarks:

	/s/ Troy B. Steckenrider III	01/04/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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