Item
1.01. Entry into a Material Definitive Agreement.
Amended
and Restated Merger
Agreement
As
previously disclosed, on January 31, 2023, Pono Capital Two, Inc., a Delaware corporation (“Pono”), entered into an
Agreement and Plan of Merger (as amended by Amendment No. 1 to Agreement and Plan of Merger, dated April 26, 2023, Amendment No. 2 to
Agreement and Plan of Merger, dated May 30, 2023, and Amendment No. 3 to Agreement and Plan of Merger, dated June 15, 2023, the “Original
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 capacity as Seller Representative.
On
June 21, 2023, Pono entered into an Amended and Restated Agreement and Plan of Merger (the “A&R Merger Agreement”)
with the parties thereto. Prior to the A&R Merger Agreement, the Merger Agreement provided that by June 22, 2023: (i) SBC shall complete
its agreed upon disclosure schedules, (ii) Pono shall complete its due diligence review of SBC, and (iii) the parties to the Original
Agreement shall agree upon any modifications or amendments to the Original Agreement to the terms and conditions therein. The parties
entered into the A&R Merger Agreement in connection with such requirements. Unless otherwise
defined herein, the capitalized terms used below are defined in the A&R Merger Agreement.
The
A&R Merger Agreement revised the target companies to be directly or indirectly purchased by Pono following a restructuring of SBC’s
corporate structure, to include only the Service Companies and Other Entities, and to no longer include the direct or indirect purchase
of SBC’s Medical Corporations, and as a result, removed other references to the Medical Corporations, including the related representations
and warranties, among others. Pursuant to the A&R Merger Agreement, the parties agreed that, following the date of the A&R Merger
Agreement, SBC will use its commercially reasonable efforts to complete its disclosure schedules and deliver them to Pono by August 31,
2023. Upon delivery of the disclosure schedules to Pono, the disclosure schedules will be deemed to modify and supplement SBC’s
representations and warranties set forth in the A&R Merger Agreement. In the event that SBC’s disclosure schedules are not
delivered to Pono by August 31, 2023, or in the event that the disclosure schedules are so delivered by such deadline, but thereafter
Pono reasonably determines that there are matters or items disclosed in the disclosure schedules which are materially adverse to the
operations of the target companies, then, for a period of two business days following the delivery of the disclosure schedules, Pono
has the right to terminate the A&R Merger Agreement upon written notice to SBC. The A&R Merger Agreement also extended the date
by which the Closing shall occur from September 30, 2023 (subject to extension) to December 31, 2023. Pursuant to the A&R Merger
Agreement, the parties also agreed
that any future expenses incurred in connection with the extension of the time by which Pono must complete its initial business combination
shall be borne entirely by Pono, which replaces and supersedes the prior requirement under the Original Agreement for Pono and SBC to
share such expenses equally.
The
summary above is qualified in its entirety by reference to the complete text of the A&R Merger Agreement, a copy of which is attached
hereto as Exhibit 2.1 and is incorporated herein. Except as described above, the terms and provisions of the A&R Merger Agreement
are materially consistent with the terms and provisions of the Original Agreement.
Forward
Looking Statements
Certain
statements herein are “forward-looking statements” within the meaning of the “safe harbor” provisions of the
Private Securities Litigation Reform Act of 1995 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 A&R 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 A&R Merger Agreement; (iv) the outcome of any legal proceedings that may be instituted
against any of the parties to the A&R Merger Agreement following the announcement of the entry into the A&R 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 of the proposed business combination; (vi) the effect of the announcement
or pendency of the proposed business combination on SBC’ business relationships, operating results and business generally; (vii)
risks that the proposed business combination disrupts the current plans of SBC; (viii) the risk that Pono and SBC will need to raise
additional capital to execute its business plans, which may not be available on acceptable terms or at all; (ix) the ability of the parties
to recognize the benefits of the A&R Merger Agreement and the Business Combination; (x) the lack of useful financial information
for an accurate estimate of future capital expenditures and future revenue; (xi) statements regarding SBC’ industry and market
size; (xii) financial condition and performance of SBC and Pono, including the anticipated benefits, the implied enterprise value, the
expected financial impacts of the Business Combination, potential level of redemptions of Pono’s public stockholders, the financial
condition, liquidity, results of operations, the products, the expected future performance and market opportunities of SBC; and (xiii)
those factors discussed in Pono’s filings with the SEC and that that will be contained in the proxy statement relating to the Business
Combination. You should carefully consider the foregoing factors and the other risks and uncertainties that will be described in the
“Risk Factors” section of the proxy statement and other documents to be filed by Pono from time to time with the Securities
and Exchange Commission (“SEC”). These filings identify and address other important risks and uncertainties that could
cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements
speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and while SBC
and Pono may elect to update these forward-looking statements at some point in the future, they assume no obligation to update or revise
these forward-looking statements, whether as a result of new information, future events or otherwise, subject to applicable law. None
of SBC or Pono gives any assurance that SBC and Pono will achieve their respective expectations.
Additional
Information and Where to Find It
Pono
intends to file with the SEC a proxy statement containing information about the proposed transaction and the respective businesses of
SBC and Pono. Pono will mail a definitive proxy statement and other relevant documents after the SEC completes its review. Pono stockholders
are urged to read the preliminary prospectus and proxy statement and any amendments thereto and the final prospectus and definitive proxy
statement in connection with the solicitation of proxies for the special meeting to be held to approve the proposed transaction, because
these documents will contain important information about Pono, SBC, and the Business Combination. The definitive proxy statement will
be mailed to stockholders of Pono as of a record date to be established for voting on the proposed transaction. Stockholders of Pono
will also be able to obtain a free copy of the proxy statement, as well as other filings containing information about Pono without charge,
at the SEC’s website (www.sec.gov). Copies of the proxy statement and Pono’s other filings with the SEC can also be obtained,
without charge, by directing a request to: Pono Capital Two, Inc, 643 Ilalo St. #102, Honolulu, Hawaii 96813 or calling (808) 892-6611.
No
Offer or Solicitation
This
Current Report on Form 8-K does not constitute (i) a solicitation of a proxy, consent, or authorization with respect to any securities
or in respect of the proposed business combination, or (ii) an offer to sell or the solicitation of an offer to buy any securities, or
a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation,
or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements of the Securities Act.
Participants
in the Solicitation
SBC
and Pono and their respective directors and officers and other members of management and employees may be deemed participants in the
solicitation of proxies in connection with the Business Combination. Pono stockholders and other interested persons may obtain, without
charge, more detailed information regarding directors and officers of Pono in Pono’s Annual Report on Form 10-K filed with the
SEC on March 9, 2023. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies
from Pono’s stockholders in connection with the proposed business combination will be included in the definitive proxy statement
Pono intends to file with the SEC.