ZUU Co. Ltd. Amends Pono Capital Two Stake

TL;DR

ZUU Co. Ltd. just updated their Pono Capital Two stake filing - big changes incoming?

AI Summary

On February 29, 2024, ZUU Co. Ltd. filed an amendment (SC 13D/A) to its Schedule 13D. This filing relates to the Class A Common Stock of Pono Capital Two, Inc. The filing indicates a change in beneficial ownership, with ZUU Co. Ltd. and associated entities now holding a significant stake.

Why It Matters

This filing signals a potential shift in control or significant influence over Pono Capital Two, Inc. by ZUU Co. Ltd., which could impact the company's strategic direction and shareholder value.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership filings can indicate activist investor activity or potential takeovers, introducing uncertainty.

Key Players & Entities

• ZUU Co. Ltd. (company) — Filing entity
• Pono Capital Two, Inc. (company) — Subject company
• KAZUMASA TOMITA (person) — Group member
• ZUU FUNDERS CO. LTD (company) — Group member
• ZUU TARGET FUND FOR SBC MEDICAL GROUP HD INVESTMENT PARTNERS (company) — Group member
• Randal D. Murdock (person) — Authorized contact for notices

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
• $596,671 — Class A Shares for a purchase price of $596,671, and an additional 8,401 units for a pu
• $100,750 — nal 8,401 units for a purchase price of $100,750, in each case excluding fees and expens

Filing Documents

• ef20021514_sc13da.htm (SC 13D/A) — 132KB
• ef20021514_ex99-4.htm (EX-99.4) — 27KB
• 0001140361-24-010505.txt ( ) — 161KB

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 February 9, 2024, Funders purchased an additional 50,445 Class A Shares for a purchase price of $596,671, and an additional 8,401 units for a purchase price of $100,750, 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. 1 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, 1,339,014 Class A Shares, representing approximately 25.5% of the Class A Shares outstanding, in each case based on 5,489,624 Class A Shares stated by the Issuer as being outstanding as of November 13, 2023 in its Report on Form 10-Q for the quarterly period ended September 30, 2023, filed with the U.S. Securities and Exchange Commission on November 14, 2023. (b) Each of the Reporting Persons may be deemed to have shared voting and shared dispositive power with regard to 1,392,860 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. 1 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: February 29, 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