two - Ordinary Shares (TWOA) Form 3 two / DANIEL J HENNESSY ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

HENNESSY DANIEL J

(Last) (First) (Middle)

195 US HWY 50

SUITE 208

(Street)

ZEPHYR COVE NV 89448

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/31/2023

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Ordinary Share	(1)	(1)	Class A Ordinary Share	3,347,611(2)	(1)	I	See footnote(2)

Explanation of Responses:

1. As described in the registrant's registration statement on Form S-1 (File No. 333-253802) under the heading "Description of Securities--Founder Shares", the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the registrant's initial business combination on a one-for-one basis subject to certain adjustments and have no expiration date.

2. These shares represent the Class B ordinary shares held by HC Proptech Partners III, LLC (the "Sponsor"), acquired pursuant to that certain securities purchase agreement by and between the Sponsor and Two Sponsor. HC PropTech III LLC is the managing member of the Sponsor and each of Thomas D. Hennessy and Daniel J. Hennessy are the managing members of HC PropTech III LLC.

	/s/ Daniel J. Hennessy	04/28/2023
	** 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 5 (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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