Pono Capital Two, Inc. Sees Ownership Update

TL;DR

Pono Capital Two, Inc. filing update: ZUU Co. Ltd. group changes ownership details.

AI Summary

On July 26, 2024, Pono Capital Two, Inc. filed an amendment (Amendment No. 3) to its Schedule 13D. The filing indicates a change in beneficial ownership by ZUU Co. Ltd. and its group members, including Kazumasa Tomita and ZUU FUNDERS CO. LTD. The filing does not specify a dollar amount or a new percentage of ownership, but it signifies an update to previously reported information regarding control over the company.

Why It Matters

This amendment signals a potential shift in control or influence over Pono Capital Two, Inc., which could impact its strategic direction and stock performance.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership filings can indicate shifts in control or strategy, which may introduce uncertainty for investors.

Key Players & Entities

• Pono Capital Two, Inc. (company) — Subject Company
• ZUU Co. Ltd. (company) — Filing Party
• Kazumasa Tomita (person) — Group Member
• ZUU FUNDERS CO. LTD (company) — Group Member
• Randal D. Murdock (person) — Authorized Contact
• Kramer Levin Naftalis & Frankel LLP (company) — Legal Counsel

FAQ

Key Financial Figures

• $0.0001 — (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of
• $11.50 — e one share of Class A Common Stock for $11.50 per share. The warrants become exercisa
• $746,310 — Class A Shares for a purchase price of $746,310, and an additional 7,515 units for a pu
• $97,695 — nal 7,515 units for a purchase price of $97,695, in each case excluding fees and expens

Filing Documents

• ef20033070_sc13da.htm (SC 13D/A) — 138KB
• ef20033070_ex99-4.htm (EX-99.4) — 18KB
• 0001140361-24-034470.txt ( ) — 158KB

of the Initial 13D is hereby supplemented by adding the following paragraph to the end thereof

Item 3 of the Initial 13D is hereby supplemented by adding the following paragraph to the end thereof: "From and including March 22, 2024, Funders purchased an additional 50,234 Class A Shares for a purchase price of $746,310, and an additional 7,515 units for a purchase price of $97,695, in each case excluding fees and expenses. Funds for the acquisition of Class A Shares and units were contributed by investors to the Fund pursuant to the Investment Partnership Contract. Item 4. Purpose of Transaction.

of the Initial 13D is hereby supplemented by adding the following paragraph to the end thereof

Item 4 of the Initial 13D is hereby supplemented by adding the following paragraph to the end thereof: "The response to Item 3 of Amendment No. 2 to the Initial 13D is incorporated herein by reference." Item 5. Interest in Securities of the Issuer.

of the Initial 13D is hereby amended and restated as set forth below

Item 5 of the Initial 13D is hereby amended and restated as set forth below: "(a) Each of the Reporting Persons may be deemed to beneficially own, in the aggregate, 1,492,575 Class A Shares, representing approximately 28.6% of the Class A Shares outstanding, in each case based on 5,216,290 shares of Class A Common Stock (b) Each of the Reporting Persons may be deemed to have shared voting and shared dispositive power with regard to 1,492,575 Class A Shares. (c) Except as set forth in Exhibit 99.4 to this Schedule 13D, the Reporting Persons have not engaged in any transactions in the Class A Shares during the past sixty days. (d) Under the terms of the Investment Partnership Contract, distributions to the investors in the Fund may include dividends or proceeds from the sale of Class A Shares held by the Fund. (e) Not applicable." Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

of the Initial 13D is hereby supplemented by adding the following to the end thereof

Item 6 of the Initial 13D is hereby supplemented by adding the following to the end thereof: "The responses to Items 3 and 4 of Amendment No. 3 to the Initial 13D are incorporated herein by reference. Except as disclosed in this Schedule 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and between the Reporting Persons and any other person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies." Item 7. Material to be Filed as Exhibits. Exhibit 99.1 Joint Filing Agreement, dated February 6, 2024, of the Reporting Persons.* Exhibit 99.2 Investment Partnership Contract.* Exhibit 99.3 Non-Redemption Agreement.* Exhibit 99.4 Transactions in Class A Shares. *Previously filed. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: July 26, 2024 ZUU CO. LTD. /s/ Kazumasa Tomita Name: Kazumasa Tomita Title: President ZUU FUNDERS CO. LTD. By: /s/ Kazumasa Tomita Name: Kazumasa Tomita Title: President ZUU TARGET FUND FOR SBC MEDICAL GROUP HD INVESTMENT PARTNERSHIP By: ZUU Funders Co. Ltd., its Operating Partner By: /s/ Kazumasa Tomita Name: Kazumasa Tomita Title: President KAZUMASA TOMITA /s/ Kazumasa Tomita

View Full Filing

View this SC 13D/A filing on SEC EDGAR