Pono Capital Two, Inc. Files 2023 Annual Report on Form 10-K

TL;DR

<b>Pono Capital Two, Inc. has filed its 2023 10-K report detailing its financial structure and operations.</b>

AI Summary

Pono Capital Two, Inc. (SBCWW) filed a Annual Report (10-K) with the SEC on March 19, 2024. Pono Capital Two, Inc. filed its annual report for the fiscal year ending December 31, 2023. The company's principal executive offices are located at 4348 Waialae Ave., #632, Honolulu, HI 96816. The filing includes details on common stock, including Class A and Class B shares. Information regarding redeemable warrants exercisable for common stock at $11.50 per share is presented. The report covers the period from January 1, 2023, to December 31, 2023.

Why It Matters

For investors and stakeholders tracking Pono Capital Two, Inc., this filing contains several important signals. This 10-K filing provides a comprehensive overview of Pono Capital Two's financial position and activities for the fiscal year 2023, which is crucial for investors to assess the company's performance and outlook. The inclusion of details on common stock classes and redeemable warrants is important for understanding the company's capital structure and potential future dilution.

Risk Assessment

Risk Level: low — Pono Capital Two, Inc. shows low risk based on this filing. The company is a special purpose acquisition company (SPAC) with no significant operating history or revenue, making its future performance highly dependent on a successful business combination.

Analyst Insight

Investors should review the detailed financial statements and risk factors in the 10-K to understand the company's financial health and the risks associated with its potential business combination.

Key Numbers

• 2023-12-31 — Fiscal Year End (Conformed period of report)
• 2024-03-19 — Filing Date (Filed as of date)
• 11.50 — Warrant Exercise Price (Redeemable Warrants)

Key Players & Entities

• Pono Capital Two, Inc. (company) — Filer name
• 2023-12-31 (date) — Conformed period of report
• 2024-03-19 (date) — Filed as of date
• 4348 WAIALAE AVE., #632 (address) — Business address street 1
• HONOLULU (city) — Business address city
• HI (state) — Business address state
• 96816 (zip_code) — Business address zip
• 11.50 (dollar_amount) — Exercise price for redeemable warrants

FAQ

Risk Factors

• Redeemable Warrants [medium — financial]: The company has redeemable warrants outstanding that are exercisable for common stock at an exercise price of $11.50 per share.

Key Dates

• 2023-12-31: Fiscal Year End — End of the reporting period for the 10-K.
• 2024-03-19: Filing Date — Date the 10-K was officially filed with the SEC.

Glossary

10-K

An annual report required by the U.S. Securities and Exchange Commission (SEC), which gives a comprehensive summary of a company's financial performance. (This filing provides the official annual financial overview for Pono Capital Two, Inc.)

Redeemable Warrants

A type of warrant that gives the holder the right, but not the obligation, to purchase a company's stock at a specified price within a certain timeframe. (These are a key component of Pono Capital Two's capital structure and can impact future share counts and dilution.)

Key Financial Figures

• $0.0001 — tock Market LLC Class A Common Stock, $0.0001 par value per share PTWO The Nasdaq
• $11.50 — A Common Stock at an exercise price of $11.50 per share PTWOW The Nasdaq Stock Ma
• $115,000,000 — n in full, generating gross proceeds of $115,000,000. Each Unit consists of one share of Cla
• $10.00 — s (the "Placement Units") at a price of $10.00 per Placement Unit in a private placeme
• $6,343,750 — n in full, generating gross proceeds of $6,343,750, which is described in Note 4. Follow
• $117,875,000 — ffering on August 9, 2022, an amount of $117,875,000 ($10.25 per Unit) from the net proceeds
• $10.25 — ust 9, 2022, an amount of $117,875,000 ($10.25 per Unit) from the net proceeds of the
• $20 million — g in the Trust Account is approximately $20 million. In connection with the Special Meeti
• $17.9 million — g in the trust account is approximately $17.9 million. 4 In connection with the Second Sp
• $100,000 — erest to pay dissolution expenses up to $100,000), divided by the number of then outstan
• $1,200,000,000, m — es with an aggregate value equal to (a) $1,200,000,000, minus (b) the amount, if any, by which $3
• $3,000,000 — minus (b) the amount, if any, by which $3,000,000 exceeds SBC's Net Working Capital, plus
• $3,000,000, m — which SBC's Net Working Capital exceeds $3,000,000, minus (d) the aggregate amount of any out
• $1,000,000, b — ty in the Sponsor in an amount equal to $1,000,000, by way of a separate agreement to be ente
• $1,000,000 — to SBC a convertible promissory note of $1,000,000 in aggregate principal amount which not

Filing Documents

• form10-k.htm (10-K) — 1307KB
• ex4-5.htm (EX-4.5) — 126KB
• ex10-19.htm (EX-10.19) — 25KB
• ex31-1.htm (EX-31.1) — 19KB
• ex31-2.htm (EX-31.2) — 19KB
• ex32-1.htm (EX-32.1) — 8KB
• ex32-2.htm (EX-32.2) — 8KB
• ex97-1.htm (EX-97.1) — 38KB
• 0001493152-24-010402.txt (&nbsp;) — 5721KB
• ptwo-20231231.xsd (EX-101.SCH) — 32KB
• ptwo-20231231_cal.xml (EX-101.CAL) — 44KB
• ptwo-20231231_def.xml (EX-101.DEF) — 216KB
• ptwo-20231231_lab.xml (EX-101.LAB) — 271KB
• ptwo-20231231_pre.xml (EX-101.PRE) — 252KB
• form10-k_htm.xml (XML) — 791KB

BUSINESS

BUSINESS 4 ITEM 1A. RISK FACTORS 8 ITEM 1B. UNRESOLVED STAFF COMMENTS 8 ITEM 1C. CYBERSECURITY 8 ITEM 2.

PROPERTIES

PROPERTIES 8 ITEM 3. LEGAL PROCEEDINGS 8 ITEM 4. MINE SAFETY DISCLOSURES 8 PART II 8 ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 8 ITEM 6. [RESERVED] 9 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 9 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 14 ITEM 8. FINANCIAL 14 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 14 ITEM 9A. CONTROLS AND PROCEDURES 15 ITEM 9B. OTHER INFORMATION 15 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 15 PART III 16 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 16 ITEM 11. EXECUTIVE COMPENSATION 23 ITEM 12. SECURITY 23 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 24 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 27 PART IV 28 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 28 ITEM 16. FORM 10–K SUMMARY 29 2 CERTAIN TERMS References to "the Company," "Pono," "our," "us" or "we" refer to Pono Capital Two, Inc., a blank check company incorporated in Delaware on March 11, 2022. References to our "Sponsor" refer to Mehana Capital LLC, a Delaware limited liability company. References to our "IPO" refer to the initial public offering of Pono Capital Two, Inc., which closed on August 9, 2022. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, or the Exchange Act. The statements contained in this report that are not purely historical are forward-looking s

BUSINESS

BUSINESS Introduction We are a blank check company incorporated as a Delaware corporation for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to herein as our initial business combination. Our Sponsor is Mehana Capital LLC, a Delaware limited liability company ("Sponsor"). We believe that there are many target companies that could become attractive public companies and we will seek a target in the disruptive technology sector with a spotlight on companies in Asia with Japan in particular. While we may pursue an initial business combination target in any industry or geographic region, we will seek to capitalize on the operational and investment experience of our management team and focus on disruptive technology companies that we believe have significant growth prospects and the potential to generate attractive returns for our stockholders. We expect to focus on identifying potential target companies with above-industry-average growth, and a defensible market position where our management team's operational, strategic, or managerial expertise can assist in maximizing value. The Registration Statement for our initial public offering was declared effective on August 4, 2022 (the "Initial Public Offering," or "IPO"). On August 9, 2022, we consummated the Initial Public Offering of 11,500,000 Units, including 1,500,000 Units issued pursuant to the exercise of the underwriters' over-allotment option in full, generating gross proceeds of $115,000,000. Each Unit consists of one share of Class A common stock and one redeemable warrant ("Public Warrant"). Each Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per whole share. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 634,375 units (the "Placement Units") at a price of

View Full Filing

View this 10-K filing on SEC EDGAR