Pono Capital Two (PONO) Ownership Filing Amendment

TL;DR

PONO ownership filing updated by Kazumasa Tomita group. Watch for changes.

AI Summary

On August 20, 2024, Kazumasa Tomita, ZUU Funders Co. Ltd, and ZUU Target Fund for SBC Medical Group HD Investment Partners filed an amendment (Amendment No. 4) to their Schedule 13D for Pono Capital Two, Inc. The filing indicates a change in beneficial ownership, though specific dollar amounts or percentage changes are not detailed in this excerpt.

Why It Matters

This filing signals a potential shift in control or significant stake changes for Pono Capital Two, Inc., which could impact its stock price and strategic direction.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or shifts in control, which can introduce volatility.

Key Numbers

• 20240820 — Filing Date (Date of the Schedule 13D/A amendment)

Key Players & Entities

• Kazumasa Tomita (person) — Filing group member
• ZUU Funders Co. Ltd (company) — Filing group member
• ZUU Target Fund for SBC Medical Group HD Investment Partners (company) — Filing group member
• Pono Capital Two, Inc. (company) — Subject company
• Randal D. Murdock (person) — Authorized to receive notices
• 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
• $11,250 — Class A Shares for a purchase price of $11,250, and an additional 1,599 units for a pu
• $20,787 — nal 1,599 units for a purchase price of $20,787, in each case excluding fees and expens

Filing Documents

• ef20034392_sc13da.htm (SC 13D/A) — 138KB
• ef20034392_ex99-4.htm (EX-99.4) — 25KB
• ef20034392_ex99-5.htm (EX-99.5) — 28KB
• ef20034392_ex99-6.htm (EX-99.6) — 7KB
• ef20034392_ex99-7.htm (EX-99.7) — 37KB
• 0001140361-24-037997.txt ( ) — 236KB

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 July 31, 2024, Funders purchased an additional 900 Class A Shares for a purchase price of $11,250, and an additional 1,599 units for a purchase price of $20,787, 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. 4 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, 1,420,074 Class A Shares, representing approximately 27.2% 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 1,420,074 Class A Shares. (c) Except as set forth in Exhibit 99.7 to this Amendment No. 4 to the Initial 3D, 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. 4 to the Initial 13D are incorporated herein by reference. Pursuant to an Amendment to the Non-Redemption Agreement by and among the Issuer, ZUU Target Fund for SBC Medical Group HD Investment Partnership (the " Fund "), SBC Medical Group Holdings Incorporated (" SBC "), and Dr. Yoshiyuki Aikawa dated March 15, 2024, the parties amended the Non-Redemption Agreement to extend the date by which comments to its proxy statement for the Business Combination were to be cleared to June 30, 2024 and to extend the date by which the Business Combination is to be consummated to August 31, 2024. Pursuant to an Amendment No. 2 to Non-Redemption Agreement entered into by such parties on August 8, 2024, the parties further amended the Non-Redemption Agreement to further extend the foregoing dates to September 10, 2024 and September 16, 2024, respectively. Pursuant to an Acknowledgment and Waiver Pursuant to Non-Redemption Agreement among the Issuer, the Fund, SBC, and Dr. Aikawa dated August 18, 2024, such parties agreed that the Fund may sell into the open market up to 100,000 shares of the Issuer's Class A Common Stock purchased by the Fund pursuant to the Non-Redemption Agreement. The Fund sold 70,000 such shares on August 19, 2024 and 5,000 such shares on August 20, 2024 as set forth in further detail in Exhibit 99.7 to this Amendment No. 4 to the Initial 13D. 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

View Full Filing

View this SC 13D/A filing on SEC EDGAR