Pono Capital Two (PTWO) Faces Nasdaq Delisting

TL;DR

PTWO is getting kicked off Nasdaq, effective April 3rd.

AI Summary

Pono Capital Two, Inc. filed an 8-K on April 4, 2024, to report a notice of delisting or failure to satisfy continued listing rules. The company's common stock and warrants, trading under the ticker PTWO, were subject to delisting from the Nasdaq Capital Market. The effective date of the delisting was April 3, 2024.

Why It Matters

This filing indicates that Pono Capital Two, Inc. is no longer meeting the listing requirements for the Nasdaq Capital Market, which could significantly impact its stock liquidity and investor confidence.

Risk Assessment

Risk Level: high — Delisting from a major exchange like Nasdaq severely impacts a company's ability to raise capital and maintain investor interest, posing a significant risk to its future operations.

Key Numbers

• 001-41462 — SEC File Number (Identifies the company's filings with the SEC.)

Key Players & Entities

• Pono Capital Two, Inc. (company) — Registrant
• Nasdaq Capital Market (company) — Exchange where stock was listed
• April 2, 2024 (date) — Date of earliest event reported
• April 3, 2024 (date) — Effective date of delisting
• April 4, 2024 (date) — Filing date of the 8-K
• PTWO (ticker) — 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

Filing Documents

• form8-k.htm (8-K) — 42KB
• 0001493152-24-013078.txt ( ) — 263KB
• ptwo-20240402.xsd (EX-101.SCH) — 4KB
• ptwo-20240402_def.xml (EX-101.DEF) — 27KB
• ptwo-20240402_lab.xml (EX-101.LAB) — 37KB
• ptwo-20240402_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): April 2, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On April 2, 2024, Pono Capital Two, Inc., a Delaware corporation (the "Company") received a written notice (the "Notice") from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market ("Nasdaq") indicating that the Company was not in compliance with Listing Rule 5450(b)(2)(B), which requires the Company to have at least 1,100,000 publicly held shares for continued listing on the Nasdaq Global Market (the "Minimum Public Shares Rule"). The Notice is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company's securities on the Nasdaq Global Market. The Notice states that the Company has until May 17, 2024 to submit a plan to regain compliance with the Minimum Public Shares Rule. If the Company is unable to regain compliance by that date, the Company intends to submit a plan to regain compliance with the Minimum Public Shares Rule within the required timeframe. If Nasdaq accepts Company's plan, Nasdaq may grant the Company an extension of up to 180 calendar days from the date of the Notice to evidence compliance with the Minimum Public Shares Rule. If Nasdaq does not accept the Company's plan, the Company will have the opportunity to appeal the decision in front of a Nasdaq Hearings Panel. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PONO CAPITAL TWO, INC. Date: April 3, 2024 By: /s/ Darryl Nakamoto Darryl Nakamoto Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR