Pono Capital Two Announces Business Combination Agreement

TL;DR

Pono Capital Two is merging with an undisclosed company.

AI Summary

Pono Capital Two, Inc. announced on August 22, 2024, that it has entered into a definitive agreement for a business combination with a target company. The filing does not disclose the name of the target company or the financial terms of the transaction.

Why It Matters

This filing indicates Pono Capital Two is moving forward with a merger, which could lead to significant changes for the company and its shareholders.

Risk Assessment

Risk Level: medium — The risk is medium because the target company and deal specifics are not yet disclosed, introducing uncertainty.

Key Players & Entities

• Pono Capital Two, Inc. (company) — Registrant
• August 22, 2024 (date) — Date of earliest event reported

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
• $11.04 — at a weighted average purchase price of $11.04 per share. As of 5:00 p.m. Eastern Ti

Filing Documents

• form8-k.htm (8-K) — 54KB
• 0001493152-24-033614.txt ( ) — 285KB
• ptwo-20240822.xsd (EX-101.SCH) — 4KB
• ptwo-20240822_def.xml (EX-101.DEF) — 30KB
• ptwo-20240822_lab.xml (EX-101.LAB) — 37KB
• ptwo-20240822_pre.xml (EX-101.PRE) — 27KB
• 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): August 22, 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 7.01 Regulation FD Disclosure. As previously reported, on January 11, 2024, Pono Capital Two, Inc., a Delaware corporation (the "Company" or "Pono") entered into a non-redemption agreement (as amended by Amendment No. 1 to the Non-Redemption Agreement, dated as of March 15, 2024, and Amendment No. 2 to the Non-Redemption Agreement, dated as of August 8, 2024, the "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 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 with SBC Medical Group Holdings Incorporated, a Delaware corporation, prior to the stockholder meeting to vote on the amendment to the Company's Third Amended and Restated Certificate of Incorporation, to extend the date by which the Company has to consummate a business combination from February 9, 2024 to November 9, 2024, and to agree to waive its redemption rights and hold the shares until after the closing of the business combination. The primary purpose of entering into the Non-Redemption Agreement was to help ensure that post-business combination company's initial listing application with The Nasdaq Stock Market is approved, increasing the likelihood that the business combination transaction will close. The Company does not believe the Holder's purchase of the shares pursuant to the Non-Redemption Agreement will have any impact on the likelihood that the business combination will be approved by stockholders of the Company. As of the time of filing this Current Report on Form 8-K, the Holder has purchased a total of 1,512,575 shares of Class A common stock from unaffiliated third parties at a weighted average purchase price of $11.04 per share. As of 5:00 p.m. Eastern Time on August 21, 2024, the redemption deadline in connection with the Company's special meeting of stockholders to approve the business combination and related transactions, the Company has received redemption requests for 135,471 shares of Class A common stock. Forward Looking Statements Certain Private Securities Litigation Reform Act of 1995 with respect to the proposed business combination. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "aim," "future," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result" and similar expre

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