UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): August 8, 2024
Pono
Capital Two, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction of incorporation)
| 001-41462 |
|
88-1192288 |
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
643
Ilalo St. #102
Honolulu,
Hawaii 96813
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code (808) 892-6611
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
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☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☒ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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|
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☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of Each Exchange on Which Registered |
| Units,
each consisting of one share of Class A Common Stock and one Redeemable Warrant |
|
PTWOU |
|
The
Nasdaq Stock Market LLC |
| Class
A Common Stock, $0.0001 par value per share |
|
PTWO |
|
The
Nasdaq Stock Market LLC |
| Redeemable
Warrants, each warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share |
|
PTWOW |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01. Entry into a Material Definitive Agreement.
As
previously reported, on January 11, 2024, Pono Capital Two, Inc., a Delaware corporation (the “Company” or “Pono”)
entered into a non-redemption agreement (as amended by Amendment No. 1 to the Non-Redemption Agreement, dated as of March 15, 2024, the
“Non-Redemption Agreement”) with an unaffiliated investor (the “Holder”) 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, a Delaware corporation, prior to the
stockholder meeting to vote on the amendment to the Company’s Third Amended and Restated Certificate of Incorporation, to extend
the date by which the Company has to consummate a business combination from February 9, 2024 to November 9, 2024, and to agree to waive
its redemption rights and hold the shares until after the closing of the business combination.
On
August 8, 2024, the parties to the Non-Redemption Agreement entered into Amendment No. 2 to the Non-Redemption Agreement (the “Amendment”)
to extend the Clearance Date to September 10, 2024, and to agree to close the business combination on or before September 16, 2024.
A
copy of the Amendment is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference. The foregoing
description of the Amendment is not complete and is qualified in its entirety by reference to the copy of the Amendment filed herewith.
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 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 Merger Agreement; (iv) the outcome of any legal proceedings that may be instituted against any of
the parties to the Merger Agreement following the announcement of the entry into the 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 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
has filed 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 19, 2024. 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.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
The
following exhibits are being filed herewith:
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
| |
PONO
CAPITAL TWO, INC. |
| |
|
|
| Date:
August 12, 2024 |
By: |
/s/
Darryl Nakamoto |
| |
|
Darryl
Nakamoto |
| |
|
Chief
Executive Officer |
Exhibit
10.1
AMENDMENT
NO. 2 TO NON-REDEMPTION AGREEMENT
Dated
as of August 8, 2024
This
Amendment No. 2 to Non-Redemption (this “Amendment”) is made and entered into as of the date first set forth above (the “Amendment
Date”) by and among Pono Capital Two, Inc., a Delaware corporation (the “Company”), ZUU Target Fund for SBC Medical
Group HD Investment Partnership (the “Holder”), SBC Medical Group Holdings Incorporated, a Delaware corporation (the “Target”),
and Yoshiyuki Aikawa (“Dr. Aikawa”).
WHEREAS
the parties are all of the parties to that certain Non-Redemption Agreement dated as of January 11, 2024, as amended by the Amendment
to Non-Redemption Agreement dated as of March 15, 2024 (as so amended, the “Agreement”) pursuant to which the Holder agreed
to purchase and hold certain shares of the Class A common stock of the Company;
WHEREAS,
the parties now desire to amend the Agreement to revise the date by which the Company will clear all comments with the Securities and
Exchange Commission (SEC), to its proxy statement in connection with the Business Combination from on or before April 30, 2024 to on
or before September 10, 2024;
NOW
THEREFORE, in consideration of the mutual agreements contained herein and for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereby agree as follows:
| 1. | Definitions.
Capitalized terms used but not defined herein shall have the meanings assigned to such terms
in the Agreement. |
| 2. | Amendment.
The definition of “Clearance Date” in the Agreement shall be amended to mean
on or before September 10, 2024 and the parties hereby agree to close the Business Combination
on or before September 16, 2024. |
| 3. | Effect
of Amendment; Full Force and Effect. This Amendment shall form a part of the Agreement
for all purposes, and each party shall be bound hereby and this Amendment and the Agreement
shall be read and interpreted as one combined instrument. From and after the Amendment Date,
each reference in the Agreement to “this Agreement,” “hereof,” “hereunder,”
“herein,” “hereby” or words of like import referring to the Agreement
shall mean and be a reference to the Agreement as amended by this Amendment. Except as herein
expressly amended or otherwise provided herein, each and every term, condition, warranty
and provision of the Agreement shall remain in full force and effect, and such are hereby
ratified, confirmed and approved by the parties. |
| 4. | Governing
Law. This Amendment shall be governed by, construed and enforced in accordance with the
Laws of the State of Delaware without regard to the conflict of laws principles thereof. |
| 5. | Counterparts.
This Amendment may be executed in one or more counterparts, each of which shall be deemed
to be an original, but all of which shall constitute one and the same agreement. Delivery
of an executed counterpart of a signature page to this Amendment by electronic means, including
DocuSign, Adobe Sign or other similar e-signature services, e-mail or scanned pages shall
be effective as delivery of a manually executed counterpart to this Amendment. |
[Signature
Pages Follow]
IN
WITNESS WHEREOF, each of the parties has caused this Amendment to be duly executed on its behalf as of the Amendment Date.
| PONO
CAPITAL TWO, INC. |
|
| |
|
| By: |
/s/
Darryl Nakamoto |
|
| Name: |
Darryl
Nakamoto |
|
| Title: |
Chief Executive Officer |
|
| |
|
|
| MEHANA
CAPITAL LLC |
|
| |
|
|
| By: |
/s/
Dustin Shindo |
|
| Name: |
Dustin
Shindo |
|
| Its: |
Manager |
|
| |
|
|
| ZUU
TARGET FUND FOR SBC MEDICAL GROUP HD INVESTMENT PARTNERSHIP |
|
| |
|
|
| By: |
/s/
Kazumasa Tomita |
|
| Name: |
Kazumasa
Tomita |
|
| Title: |
Operating
Manager/Chief Executive Officer of ZUU Funders Co., Ltd. |
|
| |
|
|
| SBC
MEDICAL GROUP HOLDINGS INCORPORATED |
|
| |
|
|
| By: |
/s/
Yoshiyuki Aikawa |
|
| Name: |
Yoshiyuki
Aikawa |
|
| Title: |
Chief Executive Officer |
|
| |
|
|
| YOSHIYUKI
AIKAWA |
|
| |
|
|
| By: |
/s/
Yoshiyuki Aikawa |
|
| Name:
|
Yoshiyuki
Aikawa |
|
[Signature
Page to Amendment to Non-Redemption Agreement]
Pono Capital Two (NASDAQ:PTWOU)
過去 株価チャート
から 11 2024 まで 12 2024
Pono Capital Two (NASDAQ:PTWOU)
過去 株価チャート
から 12 2023 まで 12 2024
