Pono Capital Two, Inc. Files 8-K on Security Holder Votes

Ticker: SBCWW · Form: 8-K · Filed: Aug 29, 2024 · CIK: 1930313

Sentiment: neutral

Topics: 8-K, corporate-action, disclosure

TL;DR

Pono Capital Two filed an 8-K on Aug 23rd regarding shareholder votes and FD disclosure.

AI Summary

Pono Capital Two, Inc. filed an 8-K on August 29, 2024, reporting on matters submitted to a vote of security holders and a Regulation FD disclosure. The filing pertains to the company's units, common stock, and redeemable warrants, with the earliest event reported being August 23, 2024. The company is incorporated in Delaware and its fiscal year ends on December 31.

Why It Matters

This filing provides updates on corporate actions and disclosures that could affect Pono Capital Two, Inc.'s shareholders and warrant holders.

Risk Assessment

Risk Level: low — This is a routine filing reporting on corporate actions and disclosures, not indicating immediate financial distress or significant operational changes.

Key Players & Entities

FAQ

What specific matters were submitted to a vote of security holders?

The filing indicates that matters were submitted to a vote of security holders, but the specific details of these matters are not elaborated upon in the provided text.

What is the purpose of the Regulation FD Disclosure mentioned in the filing?

The filing states it includes a Regulation FD Disclosure, which is intended to prevent selective disclosure of material nonpublic information.

What are the components of Pono Capital Two, Inc.'s units?

The units consist of one share of Class A Common Stock and one redeemable warrant.

What is the exercise price for the redeemable warrants?

The redeemable warrants are exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share.

When is Pono Capital Two, Inc.'s fiscal year end?

Pono Capital Two, Inc.'s fiscal year ends on December 31.

Filing Stats: 1,998 words · 8 min read · ~7 pages · Grade level 19.3 · Accepted 2024-08-29 06:05:04

Key Financial Figures

Filing Documents

07. Submissions of Matters to a Vote of

Item 5.07. Submissions of Matters to a Vote of Security Holders. As previously disclosed, on January 31, 2023, Pono Capital Two, Inc., a Delaware corporation (the " Company " or " Pono "), entered into an Agreement and Plan of Merger (as amended and restated on June 21, 2023, and as further amended on September 8, 2023, October 26, 2023, December 28, 2023, and April 22, 2024, the " Merger Agreement "), by and among Pono, Pono Two Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Pono (" Merger Sub "), SBC Medical Group Holdings Incorporated, a Delaware corporation (" SBC "), Mehana Capital, LLC, in its capacity as Purchaser Representative, and Dr. Yoshiyuki Aikawa, in his personal capacity and in the capacity as the Seller Representative. Pursuant to the terms of the Merger Agreement, (a) the Merger Sub will merge with and into SBC with SBC surviving the merger as a wholly-owned subsidiary of Pono, (b) all of the issued and outstanding capital stock of SBC immediately prior to the effective time of the Merger (the " Effective Time ") will automatically be cancelled and shall cease to exist, in exchange for the right to receive pro rata shares of the merger consideration, and (c) each outstanding option and warrant to acquire shares of SBC common stock (whether vested or unvested) will be assumed by Pono and automatically converted into an option or warrant to acquire shares of Pono common stock, with its price and number of shares equitably adjusted based on the conversion ratio of the shares of SBC common stock into the merger consideration, as provided in the Merger Agreement (the " Business Combination "). Upon the consummation of the Business Combination, Pono will change its name to "SBC Medical Group Holdings Incorporated." Pono held its special meeting of stockholders (the " Special Meeting ") on August 23, 2024 at 1:00 p.m. Eastern Time. On the record date, there were 5,216,291 shares of common stock of Pono entitled to vote at the S

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. Pono currently expects to close the Business Combination with SBC in the coming days.

Forward Looking Statements

Forward Looking Statements Certain statements herein are "forward-looking 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 expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Many factors could cause actual future events to differ materially from the forward-looking statements contained herein, including but not limited to: (i) the risk that the Business Combination may not be completed in a timely manner or at all, which may adversely affect the price of Pono's securities; (ii) the failure to satisfy the conditions to the consummation of the Business Combination, including the approval of the Merger Agreement by the stockholders of Pono; (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; (iv) the outcome of any legal proceedings that may be instituted against any of the parties to the Merger Agreement following the announcement of the entry into the Merger Agreement and proposed business combination; (v) redemptions exceeding anticipated levels or the failure to meet The Nasdaq Capital Market's initial listing standards in connection with the consummation

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