Pono Capital Two, Inc. Announces Special Meeting of Stockholders on February 5, 2024
Ticker: SBCWW · Form: DEF 14A · Filed: Jan 23, 2024 · CIK: 1930313
Complexity: simple
Sentiment: neutral
Topics: SPAC, Business Combination, Shareholder Meeting, Deadline Extension, Proxy Statement
TL;DR
<b>Pono Capital Two, Inc. will hold a special meeting on February 5, 2024, to vote on extending its business combination deadline to November 9, 2024.</b>
AI Summary
Pono Capital Two, Inc. (SBCWW) filed a Proxy Statement (DEF 14A) with the SEC on January 23, 2024. Special Meeting of Stockholders scheduled for February 5, 2024, at 1 p.m. ET via teleconference. The primary purpose is to vote on extending the deadline to consummate a business combination from February 9, 2024, to November 9, 2024. A proposal to adjourn the meeting if necessary to solicit more votes for the extension is also on the agenda. Materials are being mailed to stockholders on or about January 24, 2024. The company is Pono Capital Two, Inc. (PTWO).
Why It Matters
For investors and stakeholders tracking Pono Capital Two, Inc., this filing contains several important signals. Extending the business combination deadline provides the company with additional time to identify and complete a suitable acquisition, which is crucial for a Special Purpose Acquisition Company (SPAC) like Pono Capital Two. The adjournment proposal ensures that the company can gather sufficient shareholder support for the extension, preventing a potential liquidation if the deadline is not met.
Risk Assessment
Risk Level: low — Pono Capital Two, Inc. shows low risk based on this filing. The filing is a routine proxy statement for a special meeting, with no immediate financial or operational changes disclosed.
Analyst Insight
Stockholders should review the proposals regarding the business combination deadline extension and the adjournment provision before the February 5, 2024 meeting.
Key Numbers
- February 5, 2024 — Special Meeting Date (Date of Special Meeting)
- 1 p.m. Eastern Time — Special Meeting Time (Time of Special Meeting)
- February 9, 2024 — Original Business Combination Deadline (Current deadline to consummate a business combination)
- November 9, 2024 — Proposed Extended Business Combination Deadline (Proposed new deadline to consummate a business combination)
- January 24, 2024 — Mailing Date of Materials (Date proxy materials are first mailed to stockholders)
Key Players & Entities
- Pono Capital Two, Inc. (company) — Registrant name
- PTWO (company) — Company ticker symbol
- February 5, 2024 (date) — Date of Special Meeting
- November 9, 2024 (date) — Proposed Extended Business Combination Deadline
- January 24, 2024 (date) — Date proxy materials are first mailed
- Advantage Proxy (company) — Proxy solicitor
Forward-Looking Statements
- Shareholder participation in the Special Meeting will be moderate due to the virtual format. (Pono Capital Two, Inc.) — medium confidence, target: February 5, 2024
FAQ
When did Pono Capital Two, Inc. file this DEF 14A?
Pono Capital Two, Inc. filed this Proxy Statement (DEF 14A) with the SEC on January 23, 2024.
What is a DEF 14A filing?
A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by Pono Capital Two, Inc. (SBCWW).
Where can I read the original DEF 14A filing from Pono Capital Two, Inc.?
You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by Pono Capital Two, Inc..
What are the key takeaways from Pono Capital Two, Inc.'s DEF 14A?
Pono Capital Two, Inc. filed this DEF 14A on January 23, 2024. Key takeaways: Special Meeting of Stockholders scheduled for February 5, 2024, at 1 p.m. ET via teleconference.. The primary purpose is to vote on extending the deadline to consummate a business combination from February 9, 2024, to November 9, 2024.. A proposal to adjourn the meeting if necessary to solicit more votes for the extension is also on the agenda..
Is Pono Capital Two, Inc. a risky investment based on this filing?
Based on this DEF 14A, Pono Capital Two, Inc. presents a relatively low-risk profile. The filing is a routine proxy statement for a special meeting, with no immediate financial or operational changes disclosed.
What should investors do after reading Pono Capital Two, Inc.'s DEF 14A?
Stockholders should review the proposals regarding the business combination deadline extension and the adjournment provision before the February 5, 2024 meeting. The overall sentiment from this filing is neutral.
Risk Factors
- Failure to Consummate a Business Combination [high — financial]: If Pono Capital Two, Inc. fails to complete a business combination by the extended deadline of November 9, 2024, the company will be forced to liquidate.
- Amendments to Certificate of Incorporation [medium — regulatory]: The company requires stockholder approval to amend its Certificate of Incorporation to extend the business combination deadline.
Key Dates
- 2024-02-05: Special Meeting of Stockholders — Vote on business combination deadline extension and adjournment.
- 2024-01-24: Mailing of Proxy Materials — Stockholders receive notice and proxy materials for the special meeting.
Glossary
- Business Combination
- The acquisition of a target company by a SPAC. (This is the core purpose of Pono Capital Two, Inc. as a SPAC.)
- Extension Amendment
- An amendment to the company's charter to extend the deadline for completing a business combination. (This is the primary proposal to be voted on at the special meeting.)
Filing Stats: 4,609 words · 18 min read · ~15 pages · Grade level 16.7 · Accepted 2024-01-23 17:00:39
Key Financial Figures
- $1,000,000,000, m — es with an aggregate value equal to (a) $1,000,000,000, minus (b) the amount, if any, by which $3
- $3,000,000 — minus (b) the amount, if any, by which $3,000,000 exceeds SBC’s Net Working Capital
- $3,000,000, m — SBC’s Net Working Capital exceeds $3,000,000, minus (d) the aggregate amount of any out
- $20,904,498.68 — Trust Account, which held approximately $20,904,498.68 of marketable securities as of January
- $10.80 — redemption process (i.e., approximately $10.80 per share, based on the amounts held in
- $10.84 — A common stock on January 22, 2024 was $10.84. The Company cannot assure stockholders
- $100,000 — d to us (net of taxes payable and up to $100,000 of interest to pay dissolution expenses
Filing Documents
- formdef14a.htm (DEF 14A) — 274KB
- 0001493152-24-003473.txt ( ) — 275KB
From the Filing
DEF 14A 1 formdef14a.htm UNITED SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to §240.14a-12 PONO CAPITAL TWO, INC. (Name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 PONO CAPITAL TWO, INC. 643 Ilalo St. #102 Honolulu, Hawaii 96813 January 23, 2024 Dear Stockholders: On behalf of the Board of Directors of Pono Capital Two, Inc. (the “ Company ,” “ PTWO ” or “ we ”), I invite you to attend our Special Meeting of Stockholders (the “ Special Meeting ”). We hope you can join us. The Special Meeting will be held at 1 p.m. Eastern Time on February 5, 2024. PTWO will be holding the Special Meeting via teleconference using the following information: Meeting information Pono Capital Two, Inc. Shareholder Meeting Information: Meeting Date: February 5, 2024 Meeting Time: 1 p.m. Eastern Time Via a live teleconference that can be accessed at: https://loeb.zoom.us/j/92961902747 877 853 5257 (US Toll-free) Meeting ID: 929 6190 2747 The Notice of Special Meeting of Stockholders, the Proxy Statement and the proxy card accompany this letter are also available from our proxy solicitor at: ADVANTAGE PROXY P.O. Box 10904 Yakima, WA 98909 Toll Free: (877) 870-8565 Collect: (206) 870-8565 Email: ksmith@advantageproxy.com We are first mailing these materials to our stockholders on or about January 24, 2024. As discussed in the enclosed Proxy Statement, the purpose of the Special Meeting is to consider and vote upon the following proposals: (i) Proposal 1 — A proposal to amend (the “ Extension Amendment ”) the Company’s Third Amended and Restated Certificate of Incorporation (as amended, the “ Charter ”), to extend the date by which PTWO has to consummate a business combination from February 9, 2024 to November 9, 2024 (the “ Extended Date ”); (ii) Proposal 2 — A proposal to direct the chairperson of the special meeting to adjourn the Special Meeting to a later date or dates (the “ Adjournment ”), if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the foregoing proposal. Each of the Extension Amendment proposal and the Adjournment proposal are more fully described in the accompanying Proxy Statement. The purpose of the Extension Amendment is to allow the Company more time to complete the SBC Business Combination (as defined below). Our Charter provides that the Company has until February 9, 2024 (or such later date as described below, the “ Termination Date ”) to complete an initial business combination. If the Extension Amendment is approved, the Termination Date will be extended to November 9, 2024 for no additional amount to be paid by the Sponsor into the Trust Account. On January 11, 2024, the Company entered into a non-redemption agreement with an unaffiliated investor 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, prior to the stockholder meeting to vote on the Extension Amendment and to agree to waive its redemption rights and hold the shares until after the closing of the Business Combination. Please see the Current Reports on Form 8-K we filed with the SEC on January 18, 2024 for additional information. On January 31, 2023, we entered into an Agreement and Plan of Merger, as amended and restated on June 21, 2023 (as amended by Amendment No. 1, dated September 8, 2023, Amendment No. 2, dated October 26, 2023, Amendment No. 3 dated December 28, 2023, and as it may be further amended or supplemented from time to time, the “ Merger Agreement ”), by and among us, Pono Two Merger Sub, Inc., a Delaware corporation and our wholly-owned subsidiary (“ Merger Sub ”), SBC Medical Group Holdings Inco