Pono Capital Two Files 8-K on Definitive Agreement

TL;DR

PTWO signed a deal, creating a new financial obligation and selling equity. Details to follow.

AI Summary

Pono Capital Two, Inc. (PTWO) entered into a material definitive agreement on February 27, 2024, related to the creation of a direct financial obligation. The company also reported unregistered sales of equity securities. Specific details regarding the agreement and the financial obligation are not fully disclosed in this initial filing.

Why It Matters

This filing indicates a significant new financial commitment or obligation for Pono Capital Two, Inc., which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves new financial obligations and unregistered equity sales, which can introduce financial and regulatory risks.

Key Players & Entities

• Pono Capital Two, Inc. (company) — Registrant
• February 27, 2024 (date) — Date of earliest event reported
• 0001930313 (company) — CIK Number for Pono Capital Two, Inc.
• PTWO (company) — Ticker Symbol for Pono Capital Two, Inc.

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
• $1,000,000 — tible promissory note (the " Note ") of $1,000,000 in aggregate principal amount (the " Pr
• $1,000,000 b — the Principal Amount and SBC deposited $1,000,000 by wire transfer into the specified Compa
• $2,700,000 — se price of the Note from $1,000,000 to $2,700,000. In connection with entering into the A

Filing Documents

• form8-k.htm (8-K) — 64KB
• ex10-1.htm (EX-10.1) — 23KB
• ex10-2.htm (EX-10.2) — 39KB
• 0001493152-24-008595.txt ( ) — 362KB
• ptwo-20240227.xsd (EX-101.SCH) — 4KB
• ptwo-20240227_def.xml (EX-101.DEF) — 27KB
• ptwo-20240227_lab.xml (EX-101.LAB) — 37KB
• ptwo-20240227_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): February 27, 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 . Amendment to Note Purchase Agreement and Convertible Promissory Note As previously disclosed, on May 18, 2023, Pono Capital Two, Inc., a Delaware corporation (the " Company " or " Pono ") and SBC Medical Group Holdings Incorporated, a Delaware corporation (" SBC "), entered into a Note Purchase Agreement (the " Note Purchase Agreement "). SBC is the counterparty to the previously announced Amended and Restated Agreement and Plan of Merger, dated as of June 21, 2023 (as amended to date, the " Merger Agreement "), pursuant to which a proposed business combination (the " Business Combination ") among the Company, SBC and Pono Two Merger Sub, Inc. (" Merger Sub ") would occur in which Merger Sub would merge with and into SBC, with SBC continuing as the surviving corporation. As previously disclosed, on May 26, 2023, the Company issued and sold to SBC a convertible promissory note (the " Note ") of $1,000,000 in aggregate principal amount (the " Principal Amount "), and on the same date, the parties closed on the purchase and sale of the Note (the " Closing "), and SBC delivered the Note reflecting the Principal Amount and SBC deposited $1,000,000 by wire transfer into the specified Company account. On February 27, 2024, the Company and SBC entered into an Amendment to the Note Purchase Agreement (the " Amended Note Purchase Agreement "), which increased the purchase price of the Note from $1,000,000 to $2,700,000. In connection with entering into the Amended Note Purchase Agreement, the Company and SBC amended the Note (the "Amended Note") to increase the Principal Amount from $1,000,000 to $2,700,000. In consideration for entering into the Amended Note, each of the parties to the Merger Agreement agreed to release each other party from any claims arising out of any termination of the Merger Agreement or failure to consummate the transactions contemplated thereby. The foregoing description is qualified in its entirety by reference to the Amended Note Purchase Agreement and the Amended Note, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth above in Item 1.01 under "Issuance of Convertible Promissory Note" of this Report is incorporated by reference herein. The Amended Note provides for the conversion of 270,000 shares of Common Stock, subject to the terms and conditions of the Amended Note. The shares are being issued and sold by the Company to SBC in rel

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