two (TWOA) Sells Sponsor Economics to Hennessy Team

two (NYSE:TWOA) announced in an 8-K this morning that it has transferred the majority of its sponsor interest to a new team led by SPAC veteran Thomas Hennessy.

The new sponsor entity HC Proptech Partners III is to purchase 4,854,375 promote shares (90.9%) for undisclosed cash consideration and all current SPAC officers are expected to resign.

The handover is expected to occur by March 29, which is also the redemption deadline for the SPAC’s currently scheduled vote to extend its deadline to January 1, 2024. The incoming team will in the meantime seek to sign non-redemption agreements with two’s Class A shareholders with the goal of maintaining at least $50 million in cash in the trust account.

Should the parties fail to secure such agreements, or if other complications prevent the transaction from being consummated by March 29, such as the provision of a D&O insurance policy, then two will cancel its extension vote and opt to liquidate instead.

With the takeover complete and the extension secured, the SPAC is to be renamed PropTech Investment Corporation III, thus effectively joining Hennessy’s earlier series of SPACs. PropTech I completed a combination with Porch.com (NASDAQ:PRCH) in December 2020 and PropTech II closed with Appreciate (NASDAQ:SFR) in November 2022.

The two team, led by Eventbrite (NYSE:EB) co-founder Kevin Hartz, now appears to be checking out of the current SPAC cycle. But, the team’s previous vehicle, one, completed a merger with 3D-printing company Markforged (NYSE:MKFG) in July 2021.