TWO
195 US HWY 50, Suite 208
Zephyr Cove, NV 89448
VIA EDGAR
December 8, 2023
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549
| Attention: | Kibum Park and Brigitte Lippmann |
| Re: | two |
Preliminary Proxy Statement on Schedule 14A
Filed November 24, 2023
File No. 001-40292
Ladies and Gentlemen:
Two (the “Company,” “we,” “our” or “us”) hereby transmits its response to the comment letter (the “Letter”) received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) on December 1, 2023, regarding the Preliminary Proxy Statement on Schedule 14A filed by the Company with the Commission on November 24, 2023. The Company further intends to file a Proxy Statement on Schedule 14A in response to the Letter (the “Proxy Statement”).
For the Staff’s convenience, we have repeated below the Staff’s comment in bold and have followed the comment with the Company’s response.
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.
Response: In response to the Staff’s comment, we advise the Staff that the Company intends to add the disclosure set forth in Exhibit A to this response letter on pages iv, viii, and 14 of the Proxy Statement.
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We thank the Staff for its review of the Proxy Statement and this response. As you know, the Company is eager to finalize the Proxy Statement as soon as possible, and we appreciate the Staff’s assistance in helping us achieve this goal.
If you have any questions or require any additional information, please feel do not hesitate to contact our counsel, Joshua Englard, Esq., at jenglard@egsllp.com or by telephone at (212) 370-1300.
| Sincerely, | |
| /s/ Thomas Hennessy | |
| Thomas Hennessy | |
| Chief Executive Officer |
| cc: | Ellenoff Grossman & Schole LLP |
Exhibit A
Changes Pages of Proxy Statement
