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*
Gupta Gautam

(Last) (First) (Middle)
16 FUNSTON AVENUE, SUITE A
THE PRESIDIO OF SAN FRANCISCO

(Street)
SAN FRANCISCO CA 94129

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/29/2021
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
X Officer (give title below) Other (specify below)
Co-Chief Executive Officer
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 shares (1) (1) Class A ordinary shares 5,495,000(2) (1) I see footnote(2)
Explanation of Responses:
1. As described in the issuer's registration statement on Form S-1 (File No. 333-253802) under the heading "Description of Securities-Founder Shares," the Class B ordinary shares, par value $0.0001 per share, of the issuer will automatically convert into Class A ordinary shares, par value $0.0001 per share, 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. Includes 750,000 Class B ordinary shares that are subject to forfeiture if the underwriter of the issuer's initial public offering does not exercise in full its option to purchase additional Class A ordinary shares.
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 Troy B. Steckenrider III are the managing members of A-Star. The Reporting Person is a member of A-Star. The managing members have voting and investment discretion with respect to the Class B ordinary shares held by two sponsor and, with the Reporting Person, 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.
Remarks:
Exhibit 24.1 - Power of Attorney
/s/ Troy B. Steckenrider III, attorney-in-fact 03/29/2021
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.