Pono Capital Two Files 8-K on Material Agreement, Soliciting Material

TL;DR

**Pono Capital Two is moving forward with a major deal, likely a SPAC merger, as indicated by a material agreement and soliciting materials.**

AI Summary

Pono Capital Two, Inc. filed an 8-K on January 18, 2024, reporting an event on January 11, 2024, related to an 'Entry into a Material Definitive Agreement' and 'Financial Statements and Exhibits.' This filing indicates the company is moving forward with a significant transaction, likely a business combination, as it also checked the box for 'Soliciting material pursuant to Rule 14a-12 under the Exchange Act.' For investors, this means Pono Capital Two, a SPAC, is progressing towards a merger, which could lead to a new operating company and potentially impact the stock's future valuation and volatility.

Why It Matters

This filing signals Pono Capital Two, Inc. is advancing a significant business deal, likely a de-SPAC merger, which will transform the company from a shell corporation into an operating entity. This transition is critical for shareholders as it determines the future business and potential for growth or decline.

Risk Assessment

Risk Level: medium — The 'Entry into a Material Definitive Agreement' suggests a pending business combination, which inherently carries execution risk and uncertainty regarding the target company's future performance.

Analyst Insight

Investors should monitor Pono Capital Two, Inc.'s subsequent filings, particularly proxy statements (DEF 14A or S-4), for details on the 'Material Definitive Agreement' to understand the target company, valuation, and potential impact on their investment.

Key Numbers

• January 11, 2024 — Earliest Event Reported Date (Indicates when the material definitive agreement was entered into.)
• 001-41462 — Commission File Number (Unique identifier for Pono Capital Two, Inc. with the SEC.)
• 808-892-6611 — Registrant's Telephone Number (Contact information for Pono Capital Two, Inc.)

Key Players & Entities

• Pono Capital Two, Inc. (company) — the registrant filing the 8-K
• January 11, 2024 (date) — date of the earliest event reported
• January 18, 2024 (date) — date the 8-K was filed
• Delaware (company) — state of incorporation for Pono Capital Two, Inc.
• 001-41462 (dollar_amount) — Commission File Number
• 88-1192288 (dollar_amount) — IRS Employer Identification No.
• 4348 WAIALAE AVE., #632 (company) — business and mail address street 1
• Honolulu (company) — business and mail address city
• HI (company) — business and mail address state
• 96816 (company) — business and mail address zip code

Forward-Looking Statements

• Pono Capital Two, Inc. will announce the specific details of its material definitive agreement, likely a de-SPAC merger target. (Pono Capital Two, Inc.) — high confidence, target: Q1 2024
• The company will file a proxy statement (Form S-4 or DEF 14A) providing full details of the proposed business combination. (Pono Capital Two, Inc.) — medium confidence, target: Q2 2024

FAQ

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

Filing Documents

• form8-k.htm (8-K) — 60KB
• ex10-1.htm (EX-10.1) — 76KB
• 0001493152-24-002794.txt ( ) — 378KB
• ptwo-20240111.xsd (EX-101.SCH) — 4KB
• ptwo-20240111_def.xml (EX-101.DEF) — 27KB
• ptwo-20240111_lab.xml (EX-101.LAB) — 37KB
• ptwo-20240111_pre.xml (EX-101.PRE) — 25KB
• form8-k_htm.xml (XML) — 7KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 11, 2024 Pono Capital Two, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41462 88-1192288 (Commission File Number) (IRS Employer Identification No.) 643 Ilalo St. #102 Honolulu , Hawaii 96813 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code ( 808 ) 892-6611 (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered Units, each consisting of one share of Class A Common Stock and one Redeemable Warrant PTWOU The Nasdaq Stock Market LLC Class A Common Stock, $0.0001 par value per share PTWO The Nasdaq Stock Market LLC Redeemable Warrants, each warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share PTWOW The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 1.01. Entry into a Material Definitive Agreement. On January 11, 2024, Pono Capital Two, Inc., a Delaware corporation (the "Company" or "Pono"), filed an amended preliminary proxy statement with the U.S. Securities and Exchange Commission ("SEC") in connection with the special meeting of stockholders. As more fully described in the proxy statement, the special meeting will be held for the purpose of considering and voting on a proposal to amend (the "Extension Amendment") the Company's Third Amended and Restated Certificate of Incorporation (the "Charter"), to extend the date by which the Company has to consummate a business combination from February 9, 2024 to November 9, 2024. In connection with the Extension Amendment, public stockholders may elect to redeem their shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account established in connection with the Company's initial public offering (the "Trust Account"), including interest not previously released to the Company to pay franchise and income taxes, divided by the number of then outstanding public shares. If the Extension Amendment is approved by the requisite vote of stockholders, the remaining holders of public shares will retain their right to redeem their public shares when the business combination is submitted to the stockholders, subject to any limitations set forth in the Charter, as amended by the Extension Amendment. On January 11, 2024, the Company entered into a non-redemption agreement with an unaffiliated investor (the "Holder") which agreed to acquire from public stockholders of the Company 1,500,000 to 1,700,000 shares of Class A common stock, par value $0.0001 per share, of the Company ("Common Stock") in the open market, at a prices no higher than the redemption price per share payable to stockholders who exercise redemption rights in connection with the stockholder vote to approve the Company's proposed business combination ("Business Combination") with SBC Medical Group Holdings Incorporated, a Delaware corporation (the "Target"), prior to the stockholder meeting to vote on the Extension Amendment (the "Meeting Date") and to agree to waive its redemption rights and hold the shares until after the closing of the Business Combination. In consideration of the Holder's agreement to waive its redemption rights with respect to the shares, and subject to (i) the Holder acquiring 1,500,000 to 1,700,000 shares of Common Stock in the open market, and (ii) Holder's satisfaction of its other obligations under the non-redemption agreement, the Company, on the closing date of the Business Combination, provi

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View this 8-K filing on SEC EDGAR