PTWO / Pono Capital Two, Inc. - Documents déposés auprès de la SEC, rapport annuel, procuration

PROSPECTUS SUPPLEMENT NO. 1 (To the Prospectus dated August 4, 2025) SBC MEDICAL GROUP HOLDINGS INCORPORATED 12,134,375 Shares of Common Stock Underlying Warrants 7,898,520 Shares of Common Stock for Resale by Selling Securityholders 634,375 Warrants

Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-282540 PROSPECTUS SUPPLEMENT NO. 1 (To the Prospectus dated August 4, 2025) SBC MEDICAL GROUP HOLDINGS INCORPORATED 12,134,375 Shares of Common Stock Underlying Warrants 7,898,520 Shares of Common Stock for Resale by Selling Securityholders 634,375 Warrants to Purchase Common Stock for Resale by Selling Securityholders This prospectus

SBC Medical Group Holdings Announces Second Quarter 2025 Financial Results

Exhibit 99.1 SBC Medical Group Holdings Announces Second Quarter 2025 Financial Results IRVINE, Calif. — Aug 13, 2025—(BUSINESS WIRE)—SBC Medical Group Holdings Incorporated (NASDAQ: SBC, “SBC Medical” or the “Company”), a global owner, operator and provider of management services and products to cosmetic treatment centers, today announced its financial results for the second quarter of fiscal yea

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41462 SBC Medical Group Hol

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 13, 2025 SBC Medical Group

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 13, 2025 SBC Medical Group Holdings Incorporated (Exact name of registrant as specified in its charter) Delaware 001-41462 88-1192288 (State or other jurisdiction of incorporat

Investor Presentation

Exhibit 99.2

SBC MEDICAL GROUP HOLDINGS INCORPORATED 12,134,375 Shares of Common Stock Underlying Warrants 7,898,520 Shares of Common Stock for Resale by Selling Securityholders 634,375 Warrants to Purchase Common Stock for Resale by Selling Securityholders

Filed Pursuant to Rule 424(b)(3) Registration No. 333-282540 PROSPECTUS SBC MEDICAL GROUP HOLDINGS INCORPORATED 12,134,375 Shares of Common Stock Underlying Warrants 7,898,520 Shares of Common Stock for Resale by Selling Securityholders 634,375 Warrants to Purchase Common Stock for Resale by Selling Securityholders This prospectus relates to the issuance by SBC Medical Group Holdings Incorporated,

As filed with the Securities and Exchange Commission on July 22, 2025

As filed with the Securities and Exchange Commission on July 22, 2025 Registration No.

Regulation FD Disclosure, Financial Statements and Exhibits

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): July 17, 2025 SBC Medical Group Holdings Incorporated (Exact name of registrant as specified in its charter) Delaware 001-41462 88-1192288 (State or other jurisdiction of incorporatio

SBC Medical Group Acquires MB Career Lounge ～ “JUN CLINIC” Joins the Group, Strengthening Competitive Position in a Growing Market

Exhibit 99.1 SBC Medical Group Acquires MB Career Lounge ～ “JUN CLINIC” Joins the Group, Strengthening Competitive Position in a Growing Market IRVINE, Calif. July 17, 2025 (BUSINESS WIRE) — SBC Medical Group Holdings Incorporated (Nasdaq: SBC) (“SBC Medical” or the “Company”), a global franchise and provider of services for aesthetic clinics, announced that, on July 17, 2025, it acquired MB caree

SBC Medical added to membership of Russell 3000

Exhibit 99.1 SBC Medical added to membership of Russell 3000® Index IRVINE, Calif. — SBC Medical Group Holdings Incorporated (Nasdaq: SBC) (“SBC Medical”), a global franchise and provider of services for aesthetic clinics, has been added as a member of the broad-market Russell 3000® Index, effective after the US market opens on June 30, as part of the 2025 Russell indexes reconstitution. Membershi

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): June 27, 2025 SBC Medical Group H

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): June 27, 2025 SBC Medical Group Holdings Incorporated (Exact name of registrant as specified in its charter) Delaware 001-41462 88-1192288 (State or other jurisdiction of incorporatio

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): June 13, 2025 SBC MEDICAL GROUP HOLDINGS INCORPORATED (Exact name of Registrant as Specified in Its Charter) Delaware 001-41462 88-1192288 (State or Other Jurisdiction of Incorporatio

Amended and Restated Certificate of Incorporation

Exhibit 3.1 FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SBC Medical Group Holdings Incorporated SBC Medical Group Holdings Incorporated (the “Corporation”) a corporation organized and existing under the Delaware General Corporation Law, hereby certifies as follows: FIRST: The name of the corporation is SBC Medical Group Holdings Incorporated. SECOND: The date of filing of the origin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

PROSPECTUS SUPPLEMENT NO. 3 (To the Prospectus dated October 18, 2024) SBC MEDICAL GROUP HOLDINGS INCORPORATED 12,134,375 Shares of Common Stock Underlying Warrants 9,350,846 Shares of Common Stock for Resale by Selling Securityholders 634,375 Warran

Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-282540 PROSPECTUS SUPPLEMENT NO. 3 (To the Prospectus dated October 18, 2024) SBC MEDICAL GROUP HOLDINGS INCORPORATED 12,134,375 Shares of Common Stock Underlying Warrants 9,350,846 Shares of Common Stock for Resale by Selling Securityholders 634,375 Warrants to Purchase Common Stock for Resale by Selling Securityholders This prospect

SBC MEDICAL GROUP HOLDINGS INCORPORATED UNAUDITED CONSOLIDATED BALANCE SHEETS

Exhibit 99.1 SBC Medical Group Holdings Announces First Quarter 2025 Financial Results Irvine, Calif., May 15, 2025 (Business Wire) – SBC Medical Group Holdings Incorporated (NASDAQ: SBC, “SBC Medical” or the “Company”), a global owner, operator and provider of management services and products to cosmetic treatment centers, today announced its financial results for the three months ended March 31,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41462 SBC Medical Group Ho

Investor Presentation

Exhibit 99.2

SBC Medical Group Holdings Announces Approval of Share Repurchase Program and Commencement of Share Repurchases

Exhibit 99.3 SBC Medical Group Holdings Announces Approval of Share Repurchase Program and Commencement of Share Repurchases Irvine, Calif. – May 15, 2025 – SBC Medical Group Holdings (Nasdaq: SBC, “the Company”) today announces that its Board of Directors has approved the following share repurchase program and will commence repurchasing its own shares as early as May 20, 2025. Share Repurchase Pr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Regulation FD Disclosure, Results of Operations and Financial Condition, Financial Statements and Exhibits

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): May 15, 2025 SBC Medical Group Holdings Incorporated (Exact name of registrant as specified in its charter) Delaware 001-41462 88-1192288 (State or other jurisdiction of incorporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 2 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-414

Amended and Restated Executive Employment Agreement between SBC Medical Group Holdings and Yuya Yoshida, dated as of April 28, 2025.

Exhibit 10.9 Amended and Restated Executive Employment Agreement Dated as of 28 April, 2025 [Yuya Yoshida] This Amended and Restated Executive Employment Agreement (the “Agreement”) dated as of the date first set forth above is entered into by and between SBC Medical Group Holdings Incorporated, a Delaware corporation (the “Company”) and Yuya Yoshida (the “Executive”). The Company and Executive ma

Executive Employment Agreement between SBC Medical Group Holdings and Miki (Shimizu) Yamazaki, dated as of April 28, 2025.

Exhibit 10.13 Executive Employment Agreement Dated as of 28 April, 2025 [Miki (Shimizu)Yamazaki] This Executive Employment Agreement (the “Agreement”) dated as of the date first set forth above is entered into by and between SBC Medical Group Holdings Incorporated, a Delaware corporation (the “Company”) and Miki Yamazaki (commonly referred to as Miki Shimizu) (the “Executive”). The Company and Exe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-414

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): March 27, 2025 SBC Medical Group Holdings Incorporated (Exact Name of Registrant as Specified in Charter) Delaware 001-41462 88-1192288 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

PROSPECTUS SUPPLEMENT NO. 2 (To the Prospectus dated October 18, 2024) SBC MEDICAL GROUP HOLDINGS INCORPORATED 12,134,375 Shares of Common Stock Underlying Warrants 9,350,846 Shares of Common Stock for Resale by Selling Securityholders 634,375 Warran

Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-282540 PROSPECTUS SUPPLEMENT NO. 2 (To the Prospectus dated October 18, 2024) SBC MEDICAL GROUP HOLDINGS INCORPORATED 12,134,375 Shares of Common Stock Underlying Warrants 9,350,846 Shares of Common Stock for Resale by Selling Securityholders 634,375 Warrants to Purchase Common Stock for Resale by Selling Securityholders This prospect

As filed with the Securities and Exchange Commission on March 31, 2025

As filed with the Securities and Exchange Commission on March 31, 2025 Registration No.

Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Annual Report on Form 10-K filed by SBC Medical Group Holdings, Inc. with the SEC on March 28, 2025).

Exhibit 19.1 POLICY ON INSIDER TRADING SBC MEDICAL GROUP HOLDINGS INCORPORATED Company “insiders” are subject to individual responsibilities and restrictions in addition to the responsibilities and obligations of the company itself. An “insider” of a company is a person who is a director, officer, contractor, employee, advisor or consultant in possession of nonpublic material information regarding

Clawback Policy (incorporated by reference to Exhibit 97.1 to the Annual Report on Form 10-K filed by SBC Medical Group Holdings, Inc. with the SEC on March 28, 2025).

Exhibit 97.1 SBC MEDICAL GROUP HOLDINGS INCORPORATED CLAWBACK POLICY A. OVERVIEW In accordance with the applicable rules of The Nasdaq Stock Market (the “Nasdaq Rules), Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Rule 10D-1”), the Board of Directors (the “Board”) of SBC Medical Group Holdings Incorporated (the “Company”) has adopted this Pol

List of Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to the Annual Report on Form 10-K filed by SBC Medical Group Holdings, Inc. with the SEC on March 28, 2025).

Exhibit 21.1 List of Subsidiaries of the Registrant Name of Entity Relationship with Registrant Jurisdiction of Incorporation or Organization SBC Medical Group, Inc. Subsidiary Delaware SBC Medical Group Co., Ltd. Subsidiary Japan L’Ange Cosmetique Co., Ltd. Subsidiary Japan Shobikai Co., Ltd. Subsidiary Japan Liesta Co., Ltd. Subsidiary Japan SBC Sealane Co., Ltd. Subsidiary Japan SBC Marketing C

SBC Medical Group Holdings Inc. Announces Fourth Quarter and Full Year 2024 Financial Results

Exhibit 99.1 SBC Medical Group Holdings Inc. Announces Fourth Quarter and Full Year 2024 Financial Results Irvine, California, U.S.A., March 28, 2025 (Business Wire) — SBC Medical Group Holdings Incorporated (NASDAQ: SBC, “SBC Medical” or the “Company”), a global owner, operator and provider of management services and products to cosmetic treatment centers, today announced its financial results fo

Form of Registration Rights Agreement by certain SBC Medical Group Holdings Incorporated equity holders.

Exhibit 10.3 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of [], 2023 by and among (i) Pono Capital Two, Inc., a Delaware corporation (the “Purchaser”), and (ii) and the undersigned parties listed under Investor on the signature page hereto (each such party, together with any person or entity who hereafter becomes a party t

Form of SBC Medical Group Holdings Incorporated Equity Incentive Plan.

Exhibit 10.1 SBC Medical Group Holdings Incorporated 2024 Equity Incentive Plan Table of Contents Annex C Page No. Article I. Purposes and Definitions C-1 Section 1.01 Purposes of this Plan; Structure C-1 Section 1.02 Definitions C-1 Section 1.03 Additional Interpretations C-5 Article II. Stock Subject to this Plan; Administration. C-5 Section 2.01 Stock Subject to this Plan C-5 Section 2.02 Admin

Description of Securities

Exhibit 4.3 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION1 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary of the registered securities of SBC Medical Group Holdings Incorporated does not purport to be complete and is qualified in its entirety by reference to our certificate of incorporation, as amended and bylaws, as amended, each of which are incorpora

Investor Presentation

Exhibit 99.2

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): March 28, 2025 SBC Medical Group Holdings Incorporated (Exact name of registrant as specified in its charter) Delaware 001-41462 88-1192288 (State or other jurisdiction of incorporati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-41462 SBC Medical Gro

Form of Lock-Up Agreement by certain SBC Medical Group Holdings Incorporated equity holders

Exhibit 10.4 LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of January 31, 2023, by and between (i) Pono Capital Two, Inc., a Delaware corporation, which will be known after the consummation of the transactions contemplated by the Merger Agreement (as defined below) as “SBC Medical Group Holdings Incorporated” (the “Purchaser”), and (ii) the undersigned (“H

Form of Non-Competition and Non-Solicitation Agreement.

Exhibit 10.12 NON-COMPETITION AND NON-SOLICITATION AGREEMENT THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of January 31, 2023, by the individual set forth on the signature page hereto (the “Subject Party”) in favor of and for the benefit of Pono Capital Two, Inc., a Delaware corporation, which will be known after the consummation of the

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): February 12, 2025 SBC Medical Group Holdings Incorporated (Exact Name of Registrant as Specified in Charter) Delaware 001-41462 88-1192288 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

SBC Medical Group Holdings Announces its Purchase of Bitcoin

Exhibit 99.1 SBC Medical Group Holdings Announces its Purchase of Bitcoin TOKYO—(BUSINESS WIRE)—SBC Medical Group Holdings Incorporated (Nasdaq: SBC) (“SBC Medical” or the “Company”) today announced that it has made a decision to purchase Bitcoin (BTC), the world’s most widely circulated cryptocurrency. This purchase, totaling equivalent to 1 billion yen, is part of the company’s strategic initiat

Regulation FD Disclosure

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): December 20, 2024 SBC Medical Group Holdings Incorporated (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41462 88-1192288 (State or Other Jurisdiction of Incorpor

PROSPECTUS SUPPLEMENT NO. 1 SBC MEDICAL GROUP HOLDINGS INCORPORATED 12,134,375 Shares of Common Stock Underlying Warrants 9,350,846 Shares of Common Stock for Resale by Selling Securityholders 634,375 Warrants to Purchase Common Stock for Resale by S

Filed Pursuant to Rule 424(b)(3) and Rule 424(c) Registration Statement No. 333-282540 November 13, 2024 PROSPECTUS SUPPLEMENT NO. 1 SBC MEDICAL GROUP HOLDINGS INCORPORATED 12,134,375 Shares of Common Stock Underlying Warrants 9,350,846 Shares of Common Stock for Resale by Selling Securityholders 634,375 Warrants to Purchase Common Stock for Resale by Selling Securityholders This prospectus supple

SBC MEDICAL GROUP HOLDINGS INCORPORATED UNAUDITED CONSOLIDATED BALANCE SHEETS

Exhibit 99.1 SBC Medical Group Holdings Inc. Reports Third Quarter 2024 Financial Results Irvine, California, U.S.A., Nov, 13, 2024 (Newswire) – SBC Medical Group Holdings Incorporated (“SBC Medical”, or the “Company”), a global owner, operator and provider of management services and products to cosmetic treatment centers, today announced its unaudited financial results for the third quarter ended

Investor Presentation, entitled “2024 Third Quarter Financial Highlights”

Exhibit 99.2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41462 SBC Medical Group H

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): November 13, 2024 SBC Medical Gro

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): November 13, 2024 SBC Medical Group Holdings Incorporated (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41462 88-1192288 (State or Other Jurisdiction of Incorpor

SBC MEDICAL GROUP HOLDINGS INCORPORATED 12,134,375 Shares of Common Stock Underlying Warrants 9,350,846 Shares of Common Stock for Resale by Selling Securityholders 634,375 Warrants to Purchase Common Stock for Resale by Selling Securityholders

424B3 1 ea0216043-02.htm PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-282540 PROSPECTUS SBC MEDICAL GROUP HOLDINGS INCORPORATED 12,134,375 Shares of Common Stock Underlying Warrants 9,350,846 Shares of Common Stock for Resale by Selling Securityholders 634,375 Warrants to Purchase Common Stock for Resale by Selling Securityholders This prospectus relates to the issuance by SBC

SBC MEDICAL GROUP HOLDINGS INCORPORATED 200 Spectrum Center Dr., Suite 300 Irvine, California 92618 (949) 593-0250 October 16, 2024

SBC MEDICAL GROUP HOLDINGS INCORPORATED 200 Spectrum Center Dr., Suite 300 Irvine, California 92618 (949) 593-0250 October 16, 2024 CORRESPONDENCE FILING VIA EDGAR Mr. Nicholas O’Leary Division of Corporation Finance Office of Industrial Applications and Services U.S. Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549 Re: SBC Medical Group Holdings Incorporated Registrat

Amendment No. 1 to Executive Employment Agreement between SBC Medical Group Holdings and Yuya Yoshida dated September 30, 2024.

Exhibit 10.13 Amendment No. 1 to Executive Employment Agreement This Amendment No. 1 to Executive Employment Agreement (the “Agreement”) dated as of 30 September, 2024 (the “Amendment Date”) is entered into by and between SBC Medical Group Holdings Incorporated, a Delaware corporation (the “Company”) and Yuya Yoshida (the “Executive”). The Company and Executive may collectively be referred to as t

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) SBC MEDICAL GROUP HOLDINGS INCORPORATED (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee (3) Fees to be Paid Equity Common Stock, par value $0.

As filed with the Securities and Exchange Commission on October 8, 2024

As filed with the Securities and Exchange Commission on October 8, 2024 Registration No.

Exhibit 99.7

EX-99.7 3 ef20036495ex99-7.htm EXHIBIT 99.7 Exhibit 99.7 TRANSACTIONS The following table sets forth all transactions with respect to Shares effected in the last sixty days by the Reporting Persons on behalf of the Reporting Persons in respect of the Common Shares, inclusive of any transactions effected prior to the filing hereof on September 19, 2024. Except for the acquisition on 9/17/2024 descr

Exhibit 99.1

EX-99.1 2 ef20036495ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional j

PTWO / Pono Capital Two, Inc. / ZUU Co. Ltd. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* SBC Medical Group Holdings, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 73245B107 (CUSIP Number) Randal D. Murdock Kramer Levin Naftalis & Frankel LLP 1177 Avenue of the Americas New York, NY 10036 (212)

PTWO / Pono Capital Two, Inc. / ZUU Co. Ltd. - SC 13D/A Activist Investment

SC 13D/A 1 ef20036230sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* SBC Medical Group Holdings, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 73245B107 (CUSIP Number) Randal D. Murdock Kramer Levin Naftalis & Frankel LLP 1177 Avenue

Exhibit 99.7

EX-99.7 2 ef20036230ex99-7.htm EXHIBIT 99.7 Exhibit 99.7 TRANSACTIONS The following table sets forth all transactions with respect to Shares effected in the last sixty days by the Reporting Persons on behalf of the Reporting Persons in respect of the Common Shares, inclusive of any transactions effected prior to the filing hereof on September 19, 2024. Except for the acquisition on 9/17/2024 descr

Acknowledgement and Waiver Pursuant to Lock-Up Agreement, dated September 5, 2024, between the Issuer and Yoshiyuki Aikawa.

Exhibit 10.6 Acknowledgement and Waiver Pursuant to Lock-Up Agreement September 5, 2024 This Acknowledgement and Waiver Pursuant to Lock-Up Agreement (this “Waiver”) is dated as of the date first set forth above (the “Waiver Date”), by and between Pono Capital Two, Inc., a company incorporated in Delaware (the “Company”) and Yoshiyuki Aikawa (the “Holder”). The Company and the Holder are sometimes

PTWO / Pono Capital Two, Inc. / Aikawa Yoshiyuki - AMENDMENT NO. 1 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 1) Under the Securities Exchange Act of 1934 SBC Medical Group Holdings Incorporated (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 73245B107 (CUSIP Number) Yoshiyuki Aikawa 200 Spectrum Center Drive, Suite 300 Irvine, California 92618 Phone: 949-593-0250

PTWO / Pono Capital Two, Inc. / Aikawa Yoshiyuki - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 SBC Medical Group Holdings Incorporated (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 73245B107 (CUSIP Number) Yoshiyuki Aikawa 200 Spectrum Center Drive, Suite 300 Irvine, California 92618 Phone: 949-593-0250 (Name, Address, and

Regulation FD Disclosure, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics, Change in Shell Company Status, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Completion of Acquisition or Disposition of Assets, Other Events

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): September 17, 2024 SBC Medical Group Holdings Incorporated (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41462 88-1192288 (State or Other Jurisdiction of Incorpo

Subsidiaries of the Registrant.

Exhibit 21.1 List of Subsidiaries of SBC Medical Group Holdings Incorporated Entity Name Place of Organization SBC Medical Group, Inc.* Delaware SBC Medical Group Co., Ltd.** Japan L’Ange Cosmetique Co., Ltd.** Japan Shobikai Co., Ltd.** Japan Liesta Co., Ltd.** Japan SBC Sealane Co., Ltd.** Japan SBC Marketing Co., Ltd.** Japan SBC Medical Consulting Co., Ltd.** Japan Shoubikai Medical Vietnam Co

Investor Presentation September 2024 Disclaimer This document contains forward - looking statements . In addition, from time to time, we or our representatives may make forward - looking statements orally or in writing . We base these forward - looki

Exhibit 99.5 Investor Presentation September 2024 Disclaimer This document contains forward - looking statements . In addition, from time to time, we or our representatives may make forward - looking statements orally or in writing . We base these forward - looking statements on our expectations and projections about future events, which we derive from the information currently available to us . S

2

Exhibit 99.4 SBC Medical Group Holdings and Pono Capital Two Announce Completion of Business Combination and Schedule to Begin Trading on the Nasdaq ● SBC Medical scheduled to begin trading on Nasdaq on September 18, 2024 under the ticker symbol “SBC” ● SBC Medical is a global owner, operator and provider of management services and products to cosmetic treatment centers SBC Medical Group Holdings,

SBC MEDICAL GROUP HOLDINGS INCORPORATED INDEX TO FINANCIAL STATEMENTS

Exhibit 99.1 SBC MEDICAL GROUP HOLDINGS INCORPORATED INDEX TO FINANCIAL STATEMENTS Page Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023 (Unaudited) F-2 Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and six months ended June 30, 2024 and 2023 (Unaudited) F-4 Consolidated Statements of Changes in Stockholder’s Equity for the three and six m

Fourth Amended and Restated Certificate of Incorporation of SBC Medical Group Holdings Incorporated (incorporate by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by SBC Medical Group Holdings Incorporated on September 20, 2024) .

Exhibit 3.1 FOURTH AMENDED AND RESTATED Certificate of Incorporation of PONO CAPITAL TWO, INC. Pono Capital Two, Inc. (the “Corporation”) a corporation organized and existing under the Delaware General Corporation Law, hereby certifies as follows: 1. The name of the corporation is Pono Capital Two, Inc.. 2. The date of filing of the original Certificate of Incorporation of the Corporation with the

Executive Employment Agreement between SBC Medical Group Holdings and Yuya Yoshida, dated September 17, 2024 (incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K filed by SBC Medical Group Holdings Incorporated on September 20, 2024).

Exhibit 10.9 Executive Employment Agreement Dated as of 17th September, 2024 [Yuya Yoshida] This Executive Employment Agreement (the “Agreement”) dated as of the date first set forth above (the “Effective Date”) is entered into by and between SBC Medical Group Holdings Incorporated, a Delaware corporation (the “Company”) and Yuya Yoshida (the “Executive”). The Company and Executive may collectivel

UNAUDITED PRO FORMA CONDENSED COMBINED AND CONSOLIDATED FINANCIAL INFORMATION

Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED AND CONSOLIDATED FINANCIAL INFORMATION SBC is providing the following unaudited pro forma condensed combined and consolidated financial information to aid you in your analysis of the financial aspects of the Merger and related transactions. The following summary unaudited pro forma condensed combined and consolidated financial information present

Code of Ethics.

Exhibit 14.1 SBC Medical Group Holdings Incorporated CODE OF ETHICS AND BUSINESS CONDUCT 1. Introduction The Board of Directors (the “Board”) of SBC MEDICAL GROUP HOLDINGS INCORPORATED (the “Company”) has adopted this code of ethics and business conduct (this “Code”), as amended from time to time by the Board, and which is applicable to all of the Company’s directors, officers and employees (to th

Amended and Restated Bylaws of SBC Medical Group Holdings Incorporated (incorporate by reference to Exhibit 3.2 to the Current Report on Form 8-K filed by SBC Medical Group Holdings Incorporated on September 20, 2024).

Exhibit 3.2 AMENDED AND RESTATED BYLAWS Of SBC Medical Group Holdings Incorporated (formerly known as Pono Capital Two, Inc.) a Delaware corporation Adopted September 18, 2024 1. Offices. SBC Medical Group Holdings Incorporated (the “Corporation”) may have an office or offices, and keep the books and records of the Corporation, except as may otherwise be required by applicable law, at such other p

Letter from Marcum LLP to the Securities and Exchange Commission, dated September 19, 2024 (incorporated by reference to Exhibit 16.1 to the Current Report on Form 8-K filed by SBC Medical Group Holdings Incorporated with the SEC on September 20, 2024).

Exhibit 16.1 September 20, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by SBC Medical Group Holdings Incorporated (f/k/a Pono Capital Two, Inc.) under Item 4.01 of its Form 8-K dated September 20, 2024. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF SBC

Exhibit 99.2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF SBC The following discussion and analysis summarize the significant factors affecting our operating results, financial condition, liquidity, and cash flows for the periods presented below. The following discussion and analysis should be read in conjunction with our consolidated financial statement

Executive Employment Agreement between SBC Medical Group Holdings and Akira Komatsu, dated September 17, 2024 (incorporated by reference to Exhibit 10.11 to the Current Report on Form 8-K filed by SBC Medical Group Holdings Incorporated on September 20, 2024).

Exhibit 10.11 Executive Employment Agreement Dated as of 17th September, 2024 [Akira Komatsu] This Executive Employment Agreement (the “Agreement”) dated as of the date first set forth above (the “Effective Date”) is entered into by and between SBC Medical Group Holdings Incorporated, a Delaware corporation (the “Company”) and Akira Komatsu (the “Executive”). The Company and Executive may collecti

Executive Employment Agreement between SBC Medical Group Holdings and Yoshiyuki Aikawa, dated September 17, 2024 (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed by SBC Medical Group Holdings Incorporated on September 20, 2024).

Exhibit 10.8 Executive Employment Agreement Dated as of 17th September, 2024 [Yoshiyuki Aikawa] This Executive Employment Agreement (the “Agreement”) dated as of the date first set forth above (the “Effective Date”) is entered into by and between SBC Medical Group Holdings Incorporated, a Delaware corporation (the “Company”) and Yoshiyuki Aikawa (the “Executive”). The Company and Executive may col

Executive Employment Agreement between SBC Medical Group Holdings and Ryoji Murata, dated September 17, 2024 (incorporated by reference to Exhibit 10.10 to the Current Report on Form 8-K filed by SBC Medical Group Holdings Incorporated on September 20, 2024).

Exhibit 10.10 Executive Employment Agreement Dated as of 17th September, 2024 [Ryoji Murata] This Executive Employment Agreement (the “Agreement”) dated as of the date first set forth above (the “Effective Date”) is entered into by and between SBC Medical Group Holdings Incorporated, a Delaware corporation (the “Company”) and Ryoji Murata (the “Executive”). The Company and Executive may collective

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by SBC Medical Group Holdings Incorporated on September 20, 2024).

Exhibit 10.2 INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is made and entered into as of [], 2024 (the “Effective Date”), between SBC Medical Group Holdings Incorporated, a Delaware corporation previously named Pono Capital Two, Inc. (the “Company”), and [] (“Indemnitee”). Then Company and the Indemnitee may be referred to herein individually as a “Party” and collect

PTWO / Pono Capital Two, Inc. / ZUU Co. Ltd. - SC 13D/A Activist Investment

SC 13D/A 1 ef20036084sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* SBC Medical Group Holdings, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 73245B107 (CUSIP Number) Randal D. Murdock Kramer Levin Naftalis & Frankel LLP 1177 Avenue

Exhibit 99.7

EX-99.7 2 ef20036084ex99-7.htm EXHIBIT 99.7 Exhibit 99.7 TRANSACTIONS The following table sets forth all transactions with respect to Shares effected in the last sixty days by the Reporting Persons on behalf of the Reporting Persons in respect of the Common Shares, inclusive of any transactions effected prior to the filing hereof on September 19, 2024. Except for the acquisition on 9/17/2024 descr

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 23, 2024 Pono Capital Two,

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 23, 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

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 22, 2024 Pono Capital Two,

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 22, 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

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 22, 2024 Pono Capital Two,

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 22, 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

Exhibit 99.5

EX-99.5 3 ef20034392ex99-5.htm EXHIBIT 99.5 Exhibit 99.5 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

Exhibit 99.4

EX-99.4 2 ef20034392ex99-4.htm EXHIBIT 99.4 Exhibit 99.4 AMENDMENT TO NON-REDEMPTION AGREEMENT Dated as of March 15, 2024 This Amendment 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

Exhibit 99.7

EX-99.7 5 ef20034392ex99-7.htm EXHIBIT 99.7 Exhibit 99.7 TRANSACTIONS The following table sets forth all transactions with respect to Class A Shares effected in the last sixty days by the Reporting Persons on behalf of the Reporting Persons in respect of the Common Shares, inclusive of any transactions effected prior to the filing hereof on August 20, 2024. All such transactions were effected by Z

PTWO / Pono Capital Two, Inc. / ZUU Co. Ltd. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Pono Capital Two, Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 73245B107 (CUSIP Number) Randal D. Murdock Kramer Levin Naftalis & Frankel LLP 1177 Avenue of the Americas New York, NY 10036 (212) 7

Exhibit 99.6

EX-99.6 4 ef20034392ex99-6.htm EXHIBIT 99.6 Exhibit 99.6 Acknowledgement and Waiver Pursuant to Non-Redemption Agreement August 18, 2024 This Acknowledgement and Waiver Pursuant to Non-Redemption Agreement (this “Waiver”) is dated as of the date first set forth above (the “Waiver Date”), by and between (i) Pono Capital Two, Inc., a company incorporated in Delaware (the “Company”), (ii) ZUU Target

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41462 PONO CAPITAL TWO, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-41462 CUSIP NUMBER 73245B107 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10 D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transit

Amendment No. 2 to Non-Redemption Agreement, dated as of August 8, 2024, among the Issuer, ZUU Target Fund for SBC Medical Group HD Investment Partnership, SBC Medical Group Holdings Incorporated (now known as SBC Medical Group, Inc.), and Yoshiyuki Aikawa (incorporated by reference to Exhibit 10.1 to Form 8-K filed by the Issuer with the SEC on August 12, 2024).

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 Grou

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,

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 F

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 F

Amendment No. 2 to the Non-Redemption Agreement.

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 Grou

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☒ D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 6)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 6) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☐

Via Edgar

345 Park Avenue New York, NY 10154- 1895 Direct 212.407.4000 Main 212.407.4000 Fax 212.407.4990 Via Edgar August 7, 2024 Conlon Danberg Lauren Nguyen Division of Corporation Finance Office of Industrial Applications and Services U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Pono Capital Two, Inc. Revised Preliminary Proxy Statement on Schedule 14A Filed Augu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 5)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 5) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☐

Via Edgar

345 Park Avenue New York, NY 10154- 1895 Direct 212.407.4000 Main 212.407.4000 Fax 212.407.4990 Via Edgar July 31, 2024 Conlon Danberg Lauren Nguyen Division of Corporation Finance Office of Industrial Applications and Services U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Pono Capital Two, Inc. Revised Preliminary Proxy Statement on Schedule 14A Filed July

PTWO / Pono Capital Two, Inc. / ZUU Co. Ltd. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Pono Capital Two, Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 73245B107 (CUSIP Number) Randal D. Murdock Kramer Levin Naftalis & Frankel LLP 1177 Avenue of the Americas New York, NY 10036 (212) 7

Exhibit 99.4

EX-99.4 2 ef20033070ex99-4.htm EXHIBIT 99.4 Exhibit 99.4 TRANSACTIONS The following table sets forth all transactions with respect to Class A Shares effected in the last sixty days by the Reporting Persons on behalf of the Reporting Persons in respect of the Common Shares, inclusive of any transactions effected prior to the filing hereof on July 26, 2024. All such transactions were purchases effec

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 4)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 4) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☐

Via Edgar

345 Park Avenue New York, NY 10154- 1895 Direct Main Fax 212.407.4000 212.407.4000 212.407.4990 Via Edgar July 9, 2024 Conlon Danberg Lauren Nguyen Division of Corporation Finance Office of Industrial Applications and Services U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Pono Capital Two, Inc. Revised Preliminary Proxy Statement on Schedule 14A Filed June 1

PTWO / Pono Capital Two, Inc. / Radcliffe Capital Management, L.P. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2) Pono Capital Two, Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 73245B107 (CUSIP Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 3)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 3) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☐

Via Edgar

345 Park Avenue New York, NY 10154- 1895 Direct Main Fax 212.407.4000 212.407.4000 212.407.4990 Via Edgar June 14, 2024 Conlon Danberg Lauren Nguyen Division of Corporation Finance Office of Industrial Applications and Services U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Pono Capital Two, Inc. Revised Preliminary Proxy Statement on Schedule 14A Filed May 7

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41462 PONO CAPITAL TWO, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-41462 CUSIP NUMBER 73245B107 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10 D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transi

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): May 6, 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☐

Via Edgar

345 Park Avenue New York, NY 10154-1895 Direct Main Fax 212.407.4000 212.407.4000 212.407.4990 Via Edgar May 7, 2024 Conlon Danberg Lauren Nguyen Division of Corporation Finance Office of Industrial Applications and Services U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Pono Capital Two, Inc. Revised Preliminary Proxy Statement on Schedule 14A Filed January

Fourth Amendment to Amended and Restated Agreement and Plan of Merger, dated April 22, 2024, by and among Pono, Merger Sub, SBC, Yoshiyuki Aikawa, and the Seller Representative.

Exhibit 2.2 FOURTH AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER Dated as of April 22, 2024 This Fourth Amendment to the Amended and Restated Agreement and Plan of Merger (this “Amendment”) is made and entered into as of the date first set forth above (the “Amendment Date”) by and among (i) Pono Capital Two, Inc., a company incorporated in Delaware (together with its successor

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): April 22, 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 F

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): April 22, 2024 Pono Capital Two,

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): April 22, 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 F

Fourth Amendment to the Amended and Restated Agreement and Plan of Merger, dated April 22, 2024, by and among Pono Capital, Two Inc., Pono Two Merger Sub, Inc., SBC Medical Group Holdings Incorporated Mehana Capital LLC in its capacity as the representative of the stockholders of Pono Capital, Two Inc., and Yoshiyuki Aikawa in his personal capacity and his capacity as the representative of the stockholders of SBC Medical Group Holdings Incorporated (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed by Pono Capital Two, Inc. with the SEC on April 23, 2024).

Exhibit 2.2 FOURTH AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER Dated as of April 22, 2024 This Fourth Amendment to the Amended and Restated Agreement and Plan of Merger (this “Amendment”) is made and entered into as of the date first set forth above (the “Amendment Date”) by and among (i) Pono Capital Two, Inc., a company incorporated in Delaware (together with its successor

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): April 2, 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 Fi

PTWO / Pono Capital Two, Inc. / ZUU Co. Ltd. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Pono Capital Two, Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 73245B107 (CUSIP Number) Randal D. Murdock Kramer Levin Naftalis & Frankel LLP 1177 Avenue of the Americas New York, NY 10036 (212) 7

Exhibit 99.4

EX-99.4 2 ef20024783ex99-4.htm EXHIBIT 99.4 Exhibit 99.4 TRANSACTIONS The following table sets forth all transactions with respect to Class A Shares effected in the last sixty days by the Reporting Persons on behalf of the Reporting Persons in respect of the Common Shares, inclusive of any transactions effected prior to the filing hereof on March 21, 2024. All such transactions were purchases effe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41462 PONO CAPITAL TWO,

Clawback Policy

Exhibit 97.1 PONO CAPITAL TWO, INC. (THE “COMPANY”) CLAWBACK POLICY Introduction The Board of Directors of the Company (the “Board”) believes that it is in the best interests of the Company and its stockholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has therefore adopted

Description of Securities

Exhibit 4.5 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION1 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary of the registered securities of Pono Capital Two, Inc. does not purport to be complete and is qualified in its entirety by reference to our certificate of incorporation, as amended and bylaws, each of which are incorporated by reference as an exhibi

Amendment to Non-Redemption Agreement, dated as of March 15, 2024, among the Issuer, ZUU Target Fund for SBC Medical Group HD Investment Partnership, SBC Medical Group Holdings Incorporated (now known as SBC Medical Group, Inc.), and Yoshiyuki Aikawa (incorporated by reference to Exhibit 10.19 to Form 10-K for the year ended December 31, 2023 filed by the Issuer with the SEC on March 19, 2024)

Exhibit 10.19 AMENDMENT TO NON-REDEMPTION AGREEMENT Dated as of March 15, 2024 This Amendment 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

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): February 27, 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 (Commissio

PTWO / Pono Capital Two, Inc. / WOLVERINE ASSET MANAGEMENT LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Pono Capital Two, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 73245B107 (CUSIP Number) February 5, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the ru

Amendment to Note Purchase Agreement, dated as of February 27, 2024, by and between Pono Capital Two, Inc. and SBC Medical Group Holdings Incorporated.

Exhibit 10.1 AMENDMENT TO NOTE PURCHASE AGREEMENT This Amendment (this “Amendment”) to that certain Note Purchase Agreement, dated as of May 18, 2023 (the “Agreement”), by and between Pono Capital Two, Inc., a Delaware corporation (the “Company”) and SBC Medical Group Holdings Incorporated, a Delaware corporation (“Buyer”), is made and entered into effective as of February 27, 2024 by the Company

Amendment No. 1 to Convertible Promissory Note.

Exhibit 10.2 AMENDMENT NO. 1 TO CONVERTIBLE PROMISSORY NOTE This Amendment (this “Amendment”) to that certain Convertible Promissory Note, dated as of May 26, 2023, as amended from time to time (the “Note”) by and among Pono Capital Two, Inc., a Delaware corporation (the “Maker”), SBC Medical Group Holdings Incorporated, a Delaware corporation (the “Payee”) , and with respect to Section 2 below on

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): February 27, 2024 Pono Capital Tw

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): February 27, 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 (Commissio

Exhibit 99.4

EX-99.4 2 ef20021514ex99-4.htm EXHIBIT 99.4 Exhibit 99.4 TRANSACTIONS The following table sets forth all transactions with respect to Class A Shares effected in the last sixty days by the Reporting Persons on behalf of the Reporting Persons in respect of the Common Shares, inclusive of any transactions effected prior to the filing hereof, on February 29, 2024. All such transactions were purchases

PTWO / Pono Capital Two, Inc. / ZUU Co. Ltd. - SC 13D/A Activist Investment

SC 13D/A 1 ef20021514sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Pono Capital Two, Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 73245B107 (CUSIP Number) Randal D. Murdock Kramer Levin Naftalis & Frankel LLP 1177 Avenue o

PTWO / Pono Capital Two, Inc. / Shaolin Capital Management LLC Passive Investment

SC 13G/A 1 shaolinptwo123123a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Pono Capital Two, Inc. (Name of Issuer) Class A Ordinary Shares, $0.0001 par value per share (Title of Class of Securities) 73245B107 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Stateme

US73245B1070 / Pono Capital Two, Inc. / Mehana Capital LLC Passive Investment

SC 13G 1 formsc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 PONO CAPITAL TWO, INC. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 73245B107 (CUSIP

US73245B1070 / Pono Capital Two, Inc. / WOLVERINE ASSET MANAGEMENT LLC - SC 13G Passive Investment

SC 13G 1 ef20020137sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Pono Capital Two, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 73245B107 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the

Regulation FD Disclosure, Submission of Matters to a Vote of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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): February 5, 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

Certificate of Amendment to Third Amended and Restated Certificate of Incorporation, dated February 5, 2024 (incorporated by reference to Exhibit 3.1 filed with the Form 8-K filed by the Registrant on February 8, 2024).

Exhibit 3.1 AMENDMENT TO THE THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PONO CAPITAL TWO, INC. February 5, 2024 Pono Capital Two, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is Pono Capital Two, Inc. The original certificate of incorporation of the Corporation

US73245B1070 / Pono Capital Two, Inc. / ZUU Co. Ltd. - SC 13D Activist Investment

SC 13D 1 ef20020587sc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Pono Capital Two, Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 73245B107 (CUSIP Number) Randal D. Murdock Kramer Levin Naftalis & Frankel LLP 1177 Avenue of the

Exhibit 99.1

EX-99.1 2 ef20020587ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional j

Exhibit 99.4

EX-99.2 5 ef20020587ex99-4.htm EXHIBIT 99.4 Exhibit 99.4 TRANSACTIONS The following table sets forth all transactions with respect to Class A Shares effected in the last sixty days by the Reporting Persons on behalf of the Reporting Persons in respect of the Common Shares, inclusive of any transactions effected prior to the filing hereof, on February 6, 2024. All such transactions were purchases e

Exhibit 99.3

EX-99.3 4 ef20020587ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 NON-REDEMPTION AGREEMENT THIS NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of January 11, 2024, is made by and between 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 “T

Exhibit 99.2

EX-99.2 3 ef20020587ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Investment Partnership Contract December 25 , 2023 Table of Contents Chapter 1 General Provisions 1 Article 1 Definitions 1 Article 2 Establishment and Operating Partners 5 Article 3 Name 5 Article 4 Location 5 Article 5 Partner 5 Article 6 Business of the Partnership 5 Article 7 Effective Date of this Agreement and Term of the Partnership 6

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for the us

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☐

Via Edgar

345 Park Avenue New York, NY 10154-1895 Direct Main Fax 212.407.4000 212.407.4000 212.407.4990 Via Edgar January 19, 2024 Conlon Danberg Jane Park Division of Corporation Finance Office of Industrial Applications and Services U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Pono Capital Two, Inc. Preliminary Proxy Statement on Schedule 14A Filed November 9, 202

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): January 11, 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

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): January 11, 2024 Pono Capital Two

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): January 11, 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

Form of Non-Redemption Agreement.

Exhibit 10.1 NON-REDEMPTION AGREEMENT THIS NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of January 11, 2024, is made by and between Pono Capital Two, Inc., a Delaware corporation (the “Company”), [] (the “Holder”), SBC Medical Group Holdings Incorporated, a Delaware corporation (the “Target”), and Yoshiyuki Aikawa (“Dr. Aikawa”). RECITALS WHEREAS, the Company has entered into an Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confid

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): December 28, 2023 Pono Capital Tw

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): December 28, 2023 Pono Capital Two, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41462 88-1192288 (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for the us

Third Amendment to the Amended and Restated Agreement and Plan of Merger, dated December 28, 2023, by and among Pono Capital Two, Inc., Pono Two Merger Sub, Inc., SBC Medical Group Holdings Incorporated, Mehana Capital LLC in its capacity as the representative of the stockholders of Pono Capital Two, Inc., and Yoshiyuki Aikawa in his personal capacity and his capacity as the representative of the stockholders of SBC Medical Group Holdings Incorporated (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed by Pono Capital Two, Inc. with the SEC on December 29, 2023).

Exhibit 2.2 THIRD AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER Dated as of December 28, 2023 This Third Amendment to the Amended and Restated Agreement and Plan of Merger (this “Amendment”) is made and entered into as of the date first set forth above (the “Amendment Date”) by and among (i) Pono Capital Two, Inc., a company incorporated in Delaware (together with its successo

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): December 28, 2023 Pono Capital Tw

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): December 28, 2023 Pono Capital Two, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41462 88-1192288 (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PUR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41462 PONO CAPITAL TW

CALCULATION OF FILING FEE TABLES Schedule 14A (Form Type) Pono Capital Two, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Transaction Valuation

Exhibit 107 CALCULATION OF FILING FEE TABLES Schedule 14A (Form Type) Pono Capital Two, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☐ D

Second Amendment to the Amended and Restated Agreement and Plan of Merger, dated October 26, 2023, by and among Pono Capital Two Inc., Pono Two Merger Sub, Inc., SBC Medical Group Holdings Incorporated, Mehana Capital LLC in its capacity as the representative of the stockholders of Pono Capital Two Inc., and Yoshiyuki Aikawa in his personal capacity and his capacity as the representative of the stockholders of SBC Medical Group Holdings Incorporated (incorporated by reference to Exhibit 2.2 to Form 8-K filed by Pono Capital Corp. with the SEC on October 26, 2023).

Exhibit 2.2 SECOND AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER Dated as of October 26, 2023 This Second Amendment to the Amended and Restated Agreement and Plan of Merger (this “Amendment”) is made and entered into as of the date first set forth above (the “Amendment Date”) by and among (i) Pono Capital Two, Inc., a company incorporated in Delaware (together with its success

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): October 26, 2023 Pono Capital Two

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): October 26, 2023 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

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): October 26, 2023 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

Second Amendment to Amended and Restated Agreement and Plan of Merger, dated October 26, 2023, by and among Pono, Merger Sub, SBC, Yoshiyuki Aikawa, and the Seller Representative.

Exhibit 2.2 SECOND AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER Dated as of October 26, 2023 This Second Amendment to the Amended and Restated Agreement and Plan of Merger (this “Amendment”) is made and entered into as of the date first set forth above (the “Amendment Date”) by and among (i) Pono Capital Two, Inc., a company incorporated in Delaware (together with its success

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): September 8, 2023 Pono Capital Tw

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): September 8, 2023 Pono Capital Two, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41462 88-1192288 (Commissio

Amendment No. 1 to Amended and Restated Agreement and Plan of Merger, dated September 8, 2023, by and among Pono, Merger Sub, SBC, Yoshiyuki Aikawa, and the Seller Representative.

Exhibit 2.2 FIRST AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER Dated as of September 8, 2023 This First Amendment to the Amended and Restated Agreement and Plan of Merger (this “Amendment”) is made and entered into as of the date first set forth above (the “Amendment Date”) by and among (i) Pono Capital Two, Inc., a company incorporated in Delaware (together with its successo

First Amendment to the Amended and Restated Agreement and Plan of Merger, dated September 8, 2023, by and among Pono Capital Two, Inc., Pono Two Merger Sub, Inc., SBC Medical Group Medical Holdings Incorporated, Mehana Capital LLC in its capacity as the representative of the stockholders of Pono Capital Two, Inc., and Yoshiyuki Aikawa in his personal capacity and his capacity as the representative of the stockholders of SBC (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed by Pono Capital Two, Inc. with the SEC on September 11, 2023).

Exhibit 2.2 FIRST AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER Dated as of September 8, 2023 This First Amendment to the Amended and Restated Agreement and Plan of Merger (this “Amendment”) is made and entered into as of the date first set forth above (the “Amendment Date”) by and among (i) Pono Capital Two, Inc., a company incorporated in Delaware (together with its successo

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): September 8, 2023 Pono Capital Tw

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): September 8, 2023 Pono Capital Two, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41462 88-1192288 (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41462 PONO CAPITAL TWO, IN

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): June 21, 2023 Pono Capital Two, I

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): June 21, 2023 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 Fi

Amended and Restated Agreement and Plan of Merger, dated June 21, 2023, by and among Pono Capital Two, Inc., Pono Two Merger Sub, Inc., SBC Medical Group Holdings Incorporated, Mehana Capital LLC in its capacity as the representative of the stockholders of Pono Capital Two, Inc., and Yoshiyuki Aikawa in his personal capacity and his capacity as the representative of the stockholders of SBC Medical Group Holdings Incorporated (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Pono Capital Two, Inc. with the SEC on June 22, 2023).

Exhibit 2.1 AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among Pono Capital Two, Inc. as the Purchaser, Pono Two Merger Sub, Inc. as Merger Sub, Mehana Capital LLC, in the capacity as the Purchaser Representative, Yoshiyuki Aikawa, in his personal capacity and in the capacity as the Seller Representative, and SBC Medical Group Holdings Incorporated as the Company. Dated as of June 21,

Amended and Restated Agreement and Plan of Merger, dated June 21, 2023, by and among Pono, Merger Sub, SBC, Yoshiyuki Aikawa, and the Seller Representative.

Exhibit 2.1 AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among Pono Capital Two, Inc. as the Purchaser, Pono Two Merger Sub, Inc. as Merger Sub, Mehana Capital LLC, in the capacity as the Purchaser Representative, Yoshiyuki Aikawa, in his personal capacity and in the capacity as the Seller Representative, and SBC Medical Group Holdings Incorporated as the Company. Dated as of June 21,

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): June 21, 2023 Pono Capital Two, I

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): June 21, 2023 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 Fi

Third Amendment to the Agreement and Plan of Merger, dated June 15, 2023, by and among Pono Capital Two, Inc., Pono Two Merger Sub, Inc., SBC Medical Group Holdings Incorporated, Mehana Capital LLC in its capacity as the representative of the stockholders of Pono Capital Two Inc., and Yoshiyuki Aikawa in his personal capacity and his capacity as the representative of the stockholders of SBC Medical Group Holdings Incorporated (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed by Pono Capital Two, Inc. with the SEC on June 16, 2023).

Exhibit 2.2 THIRD AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER Dated as of June 15, 2023 This Third Amendment to the Agreement and Plan of Merger (this “Amendment”) is made and entered into as of the date first set forth above (the “Amendment Date”) by and among (i) Pono Capital Two, Inc., a company incorporated in Delaware (together with its successors, the “Purchaser”), (ii) Pono Two Merger Sub

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): June 15, 2023 Pono Capital Two, I

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): June 15, 2023 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 Fi

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): June 15, 2023 Pono Capital Two, I

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): June 15, 2023 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 Fi

Amendment No. 3 to Agreement and Plan of Merger, dated June 15, 2023, by and among Pono, Merger Sub, SBC, the Purchaser Representative, and the Seller Representative.

Exhibit 2.2 THIRD AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER Dated as of June 15, 2023 This Third Amendment to the Agreement and Plan of Merger (this “Amendment”) is made and entered into as of the date first set forth above (the “Amendment Date”) by and among (i) Pono Capital Two, Inc., a company incorporated in Delaware (together with its successors, the “Purchaser”), (ii) Pono Two Merger Sub

Amendment No. 2 to Agreement and Plan of Merger, dated May 30, 2023, by and among Pono, Merger Sub, SBC, the Purchaser Representative, and the Seller Representative.

Exhibit 2.2 SECOND AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER Dated as of May 30, 2023 This Second Amendment to the Agreement and Plan of Merger (this “Amendment”) is made and entered into as of the date first set forth above (the “Amendment Date”) by and among (i) Pono Capital Two, Inc., a company incorporated in Delaware (together with its successors, the “Purchaser”), (ii) Pono Two Merger Su

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): May 26, 2023 Pono Capital Two, In

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): May 26, 2023 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 Fil

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): May 26, 2023 Pono Capital Two, In

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): May 26, 2023 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 Fil

Second Amendment to the Agreement and Plan of Merger, dated May 30, 2023, by and among Pono Capital Two, Inc., Pono Two Merger Sub, Inc., SBC Medical Group Holdings Incorporated, Mehana Capital LLC in its capacity as the representative of the stockholders of Pono Capital, Two Inc., and Yoshiyuki Aikawa in his personal capacity and his capacity as the representative of the stockholders of SBC Medical Group Holdings Incorporated (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed by Pono Capital Two, Inc. with the SEC on June 2, 2023).

Exhibit 2.2 SECOND AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER Dated as of May 30, 2023 This Second Amendment to the Agreement and Plan of Merger (this “Amendment”) is made and entered into as of the date first set forth above (the “Amendment Date”) by and among (i) Pono Capital Two, Inc., a company incorporated in Delaware (together with its successors, the “Purchaser”), (ii) Pono Two Merger Su

Convertible Promissory Note.

Exhibit 10.2 THIS CONVERTIBLE PROMISSORY NOTE (THIS “NOTE”) AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFER

Convertible Promissory Note.

EX-10.2 3 ex10-2.htm Exhibit 10.2 THIS CONVERTIBLE PROMISSORY NOTE (THIS “NOTE”) AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY

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): May 18, 2023 Pono Capital Two, In

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): May 18, 2023 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 Fil

Note Purchase Agreement, dated as of May 18, 2023, by and between Pono Capital Two, Inc. and SBC Medical Group Holdings Incorporated (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 19, 2023).

Exhibit 10.1 Note Purchase Agreement By and Between Pono Capital Two, Inc. and SBC Medical Group Holdings Incorporated Table of Contents Article I. Definitions and Interpretation 1 Section 1.01 Definitions 1 Section 1.02 Interpretive Provisions. 3 Article II. Purchase and Sale 3 Section 2.01 Note Purchase. 3 Section 2.02 Deliverables and Actions at the Closing. 3 Article III. Conditions to the Clo

Form of Convertible Promissory Note.

Exhibit 10.2 THIS CONVERTIBLE PROMISSORY NOTE (THIS “NOTE”) AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFER

Form of Convertible Promissory Note.

Exhibit 10.2 THIS CONVERTIBLE PROMISSORY NOTE (THIS “NOTE”) AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFER

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): May 18, 2023 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 Fil

Note Purchase Agreement, dated as of May 18, 2023, by and between Pono Capital Two, Inc. and SBC Medical Group Holdings Incorporated.

Exhibit 10.1 Note Purchase Agreement By and Between Pono Capital Two, Inc. and SBC Medical Group Holdings Incorporated Table of Contents Article I. Definitions and Interpretation 1 Section 1.01 Definitions 1 Section 1.02 Interpretive Provisions. 3 Article II. Purchase and Sale 3 Section 2.01 Note Purchase. 3 Section 2.02 Deliverables and Actions at the Closing. 3 Article III. Conditions to the Clo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41462 PONO CAPITAL TWO, I

US73245B1070 / Pono Capital Two, Inc. / Radcliffe Capital Management, L.P. - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. ) Pono Capital Two, Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 73245B107 (CUSIP Num

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): May 4, 2023 Pono Capital Two, Inc

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): May 4, 2023 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

Certificate of Amendment to Third Amended and Restated Certificate of Incorporation, dated May 8, 2023.

Exhibit 3.1 AMENDMENT TO THE THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PONO CAPITAL TWO, INC. May 8, 2023 Pono Capital Two, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is Pono Capital Two, Inc. The original certificate of incorporation of the Corporation was f

Certificate of Amendment to Third Amended and Restated Certificate of Incorporation, dated May 8, 2023 (incorporated by reference to Exhibit 3.1 filed with the Form 8-K filed by the Registrant on May 8, 2023).

Exhibit 3.1 AMENDMENT TO THE THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PONO CAPITAL TWO, INC. May 8, 2023 Pono Capital Two, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is Pono Capital Two, Inc. The original certificate of incorporation of the Corporation was f

Regulation FD Disclosure, Submission of Matters to a Vote of Security Holders, Entry into a Material Definitive Agreement, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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): May 4, 2023 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for the us

Form of Non-Redemption Agreement (incorporated by reference to Exhibit 10.1 filed with the Form 8-K filed by the Registrant on May 4, 2023).

Exhibit 10.1 NON-REDEMPTION AGREEMENT This NON-REDEMPTION AGREEMENT, dated as of May []. 2023 (this “Agreement”), is entered into by Pono Capital Two, Inc., a Delaware corporation (the “PONO”), Mehana Capital LLC, a Delaware limited liability company (“Sponsor”) and [] ( “Stockholder”) WHEREAS, PONO was formed for the purpose of conducting a business combination with one or more entities; WHEREAS,

Form of Non-Redemption Agreement.

Exhibit 10.1 NON-REDEMPTION AGREEMENT This NON-REDEMPTION AGREEMENT, dated as of May []. 2023 (this “Agreement”), is entered into by Pono Capital Two, Inc., a Delaware corporation (the “PONO”), Mehana Capital LLC, a Delaware limited liability company (“Sponsor”) and [] ( “Stockholder”) WHEREAS, PONO was formed for the purpose of conducting a business combination with one or more entities; WHEREAS,

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): May 3, 2023 Pono Capital Two, Inc

DEFA14A 1 formdefa14a.htm 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): May 3, 2023 Pono Capital Two, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41462 8

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): May 3, 2023 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for the us

First Amendment to the Agreement and Plan of Merger, dated April 26, 2023, by and among Pono Capital Two, Inc., Pono Two Merger Sub, Inc., SBC Medical Group Holdings Incorporated, Mehana Capital LLC in its capacity as the representative of the stockholders of Pono Capital Two, Inc., and Yoshiyuki Aikawa in his personal capacity and his capacity as the representative of the stockholders of SBC Medical Group Holdings Incorporated (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed by Pono Capital Two, Inc. with the SEC on May 1, 2023).

Exhibit 2.2 FIRST AMENDMENT AND ADDENDUM TO THE AGREEMENT AND PLAN OF MERGER Dated as of April 26, 2023 This First Amendment and Addendum to the Agreement and Plan of Merger (this “Amendment”) is made and entered into as of the date first set forth above (the “Amendment Date”) by and among (i) Pono Capital Two, Inc., a company incorporated in Delaware (together with its successors, the “Purchaser”

Amendment No. 1 to Agreement and Plan of Merger, dated April 26, 2023, by and among Pono, Merger Sub, SBC, the Purchaser Representative, and the Seller Representative.

Exhibit 2.2 FIRST AMENDMENT AND ADDENDUM TO THE AGREEMENT AND PLAN OF MERGER Dated as of April 26, 2023 This First Amendment and Addendum to the Agreement and Plan of Merger (this “Amendment”) is made and entered into as of the date first set forth above (the “Amendment Date”) by and among (i) Pono Capital Two, Inc., a company incorporated in Delaware (together with its successors, the “Purchaser”

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): April 26, 2023 Pono Capital Two,

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): April 26, 2023 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 F

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): April 26, 2023 Pono Capital Two,

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): April 26, 2023 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 F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for the us

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for the us

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41462 PONO CAPITAL TWO,

Description of Securities

Exhibit 4.5 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION1 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary of the registered securities of Pono Capital Two, Inc. does not purport to be complete and is qualified in its entirety by reference to our certificate of incorporation, as amended and bylaws, each of which are incorporated by reference as an exhibi

US73245B1070 / Pono Capital Two, Inc. / Shaolin Capital Management LLC Passive Investment

SC 13G 1 ptwo.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Pono Capital Two, Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 73245B107 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropri

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): January 31, 2023 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

Form of Lock-up Agreement.

Exhibit 10.1 LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of January 31, 2023, by and between (i) Pono Capital Two, Inc., a Delaware corporation, which will be known after the consummation of the transactions contemplated by the Merger Agreement (as defined below) as “SBC Medical Group Holdings Incorporated” (the “Purchaser”), and (ii) the undersigned (“H

Agreement and Plan of Merger, dated January 31, 2023, by and among Pono Capital Two, Inc., Pono Two Merger Sub, Inc., SBC Medical Group Holdings Incorporated, Mehana Capital LLC in its capacity as the representative of the stockholders of Pono Capital Two, Inc., and Yoshiyuki Aikawa in his personal capacity and his capacity as the representative of the stockholders of SBC Medical Group Holdings Incorporated (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Pono Capital Two, Inc. with the SEC on February 2, 2023).

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among Pono Capital Two, Inc. as the Purchaser, Pono Two Merger Sub, Inc. as Merger Sub, Mehana Capital LLC, in the capacity as the Purchaser Representative, Yoshiyuki Aikawa, in the capacity as the Seller Representative, and SBC Medical Group Holdings Incorporated as the Company. Dated as of January 31, 2023 Table of Contents Article I. Merger. 3 Sec

Voting Agreement, dated January 31, 2023 (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed by Pono Capital Two, Inc. with the SEC on February 2, 2023).

EX-10.5 7 ex10-5.htm Exhibit 10.5 VOTING AGREEMENT This VOTING AGREEMENT, dated as of January 31, 2023 (this “Agreement”), by and among Pono Capital Two, Inc., a Delaware corporation (the “Purchaser”), SBC Medical Group Holdings Incorporated, a Delaware corporation (the “Company”), and each of the stockholders of the Company whose names appear on the signature pages of this Agreement (each, a “Com

Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.3 filed with the Form 8-K filed by the Registrant on February 2, 2023).

Exhibit 10.3 form of REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of [], 2023 by and among (i) Pono Capital Two, Inc., a Delaware corporation (the “Purchaser”), and (ii) and the undersigned parties listed under Investor on the signature page hereto (each such party, together with any person or entity who hereafter becomes a party t

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): January 31, 2023 Pono Capital Two

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): January 31, 2023 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

Form of Non-Competition Agreement (incorporated by reference to Exhibit 10.2 filed with the Form 8-K filed by the Registrant on February 2, 2023).

EX-10.2 4 ex10-2.htm Exhibit 10.2 NON-COMPETITION AND NON-SOLICITATION AGREEMENT THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of January 31, 2023, by the individual set forth on the signature page hereto (the “Subject Party”) in favor of and for the benefit of Pono Capital Two, Inc., a Delaware corporation, which will be known after the

Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on February 2, 2023).

Exhibit 10.1 LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of January 31, 2023, by and between (i) Pono Capital Two, Inc., a Delaware corporation, which will be known after the consummation of the transactions contemplated by the Merger Agreement (as defined below) as “SBC Medical Group Holdings Incorporated” (the “Purchaser”), and (ii) the undersigned (“H

SBC Medical Group Holdings Incorporated, a medical services healthcare company, announced signing of a definitive agreement to go public via a business combination with Pono Capital Two, Inc., a Nasdaq listed company.

Exhibit 99.1 SBC Medical Group Holdings Incorporated, a medical services healthcare company, announced signing of a definitive agreement to go public via a business combination with Pono Capital Two, Inc., a Nasdaq listed company. Honolulu, Hawaii and Tokyo, Japan, February 2, 2023, Pono Capital Two, Inc. (NASDAQ: PTWO, PTWOW and PTWOU), a special purpose acquisition company (“Pono”), has announce

Press Release, dated February 2, 2023.

Exhibit 99.1 SBC Medical Group Holdings Incorporated, a medical services healthcare company, announced signing of a definitive agreement to go public via a business combination with Pono Capital Two, Inc., a Nasdaq listed company. Honolulu, Hawaii and Tokyo, Japan, February 2, 2023, Pono Capital Two, Inc. (NASDAQ: PTWO, PTWOW and PTWOU), a special purpose acquisition company (“Pono”), has announce

Voting Agreement.

Exhibit 10.5 VOTING AGREEMENT This VOTING AGREEMENT, dated as of January 31, 2023 (this “Agreement”), by and among Pono Capital Two, Inc., a Delaware corporation (the “Purchaser”), SBC Medical Group Holdings Incorporated, a Delaware corporation (the “Company”), and each of the stockholders of the Company whose names appear on the signature pages of this Agreement (each, a “Company Stockholder” and

Purchaser Support Agreement, dated January 31, 2023 (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by Pono Capital Two, Inc. with the SEC on February 2, 2023).

Exhibit 10.4 PURCHASER SUPPORT AGREEMENT This PURCHASER SUPPORT AGREEMENT, dated as of January 31, 2023 (this “Agreement”), by and among MEHANA CAPITAL LLC (“Supporter”), Pono Capital Two, Inc., a Delaware corporation (“Purchaser”), and SBC Medical Group Holdings Incorporated, a Delaware corporation (the “Company”). Terms used but not defined in this Agreement shall have the meanings ascribed to t

Form of Registration Rights Agreement.

EX-10.3 5 ex10-3.htm Exhibit 10.3 form of REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of [], 2023 by and among (i) Pono Capital Two, Inc., a Delaware corporation (the “Purchaser”), and (ii) and the undersigned parties listed under Investor on the signature page hereto (each such party, together with any person or entity who hereaf

Agreement and Plan of Merger, dated January 31, 2023, by and among Pono, Merger Sub, SBC, the Purchaser Representative, and the Seller Representative.

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among Pono Capital Two, Inc. as the Purchaser, Pono Two Merger Sub, Inc. as Merger Sub, Mehana Capital LLC, in the capacity as the Purchaser Representative, Yoshiyuki Aikawa, in the capacity as the Seller Representative, and SBC Medical Group Holdings Incorporated as the Company. Dated as of January 31, 2023 Table of Contents Article I. Merger. 3 Sec

Form of Non-Competition Agreement.

Exhibit 10.2 NON-COMPETITION AND NON-SOLICITATION AGREEMENT THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of January 31, 2023, by the individual set forth on the signature page hereto (the “Subject Party”) in favor of and for the benefit of Pono Capital Two, Inc., a Delaware corporation, which will be known after the consummation of the t

Purchaser Support Agreement.

Exhibit 10.4 PURCHASER SUPPORT AGREEMENT This PURCHASER SUPPORT AGREEMENT, dated as of January 31, 2023 (this “Agreement”), by and among MEHANA CAPITAL LLC (“Supporter”), Pono Capital Two, Inc., a Delaware corporation (“Purchaser”), and SBC Medical Group Holdings Incorporated, a Delaware corporation (the “Company”). Terms used but not defined in this Agreement shall have the meanings ascribed to t

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): January 31, 2023 Pono Capital Two

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): January 31, 2023 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

Regulation FD Disclosure

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): January 31, 2023 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PUR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41462 PONO CAPITAL TW

Pono Capital Two, Inc. Announces the Separate Trading of Its Class A Common Stock and Warrants

EX-99.1 2 ex99-1.htm Exhibit 99.1 Pono Capital Two, Inc. Announces the Separate Trading of Its Class A Common Stock and Warrants HONOLULU, HAWAII – September 23, 2022 – Pono Capital Two, Inc. (the “Company”) a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more

Financial Statements and Exhibits, Other Events

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): September 23, 2022 Pono Capital Two, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41462 88-1192288 (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41462 PONO CAPITAL TWO, IN

PONO CAPITAL TWO, INC. INDEX TO FINANCIAL STATEMENT

Exhibit 99.1 PONO CAPITAL TWO, INC. INDEX TO FINANCIAL STATEMENT Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of August 9, 2022 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of Pono Capital Two, Inc. Opinion on the Financial Statement We have audited the accompanying balanc

Other Events, Financial Statements and Exhibits

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 9, 2022 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 F

Investment Management Trust Agreement, dated August 4, 2022, between the Company and Continental Stock Transfer & Trust Company

EX-10.2 6 ex10-2.htm Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of August 4, 2022 by and between Pono Capital Two, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, LLC, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S

Letter Agreement, dated August 4, 2022, by and among Pono Capital Two Inc., its officers, directors, and Mehana Capital LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Pono Capital Two, Inc. with the SEC on August 9, 2022).

Exhibit 10.1 August 4, 2022 Pono Capital Two, Inc. 643 Ilalo St. #102 Honolulu, Hawaii 96816 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) to be entered into by and between Pono Capital Two, Inc., a Delaware corporation (the ?Company?) and EF Hutton, divi

Registration Rights Agreement, dated August 4, 2022, among the Company and certain securityholders

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 4, 2022, is made and entered into by and among Pono Capital Two, Inc., a Delaware corporation (the “Company”), Mehana Capital LLC, a Delaware limited liability company (the “Sponsor”), EF Hutton, division of Benchmark Investments, LLC (the “Representative”) and each of the undersign

Third Amended and Restated Certificate of Incorporation dated August 4, 2022 (incorporated by reference to Exhibit 3.1 filed with the Form 8-K filed by the Registrant on August 9, 2022).

EX-3.1 3 ex3-1.htm Exhibit 3.1 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PONO CAPITAL TWO, INC. August 4, 2022 Pono Capital Two, Inc. a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows: 1. The name of the Corporation is Pono Capital Two, Inc. The original certificate of incorporation of the Corporation w

Pono Capital Two, Inc. Announces Pricing of $100,000,000 Initial Public Offering

Exhibit 99.1 Pono Capital Two, Inc. Announces Pricing of $100,000,000 Initial Public Offering HONOLULU, HAWAII ? August 4, 2022 ? Pono Capital Two, Inc. (the ?Company?) announced today that it priced its initial public offering of 10,000,000 units at $10.00 per unit. The units will be listed on the Nasdaq Global Market (?Nasdaq?) and will begin trading tomorrow, August 5, 2022, under the ticker sy

Warrant Agreement, dated August 4, 2022, by and between Pono Capital Two, Inc. and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Pono Capital Two, Inc. with the SEC on August 9, 2022).

EX-4.1 4 ex4-1.htm Exhibit 4.1 WARRANT AGREEMENT between PONO CAPITAL TWO, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY This Warrant Agreement (this “Agreement”), is made as of August 4, 2022, between Pono Capital Two, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, as warrant agent (in such capacity, the “Warran

Pono Capital Two, Inc. Announces Closing of $115,000,000 Initial Public Offering and Full Exercise of Over-Allotment Option

Exhibit 99.2 Pono Capital Two, Inc. Announces Closing of $115,000,000 Initial Public Offering and Full Exercise of Over-Allotment Option HONOLULU, HAWAII – August 9, 2022 – Pono Capital Two, Inc. (the “Company”) today announced the closing of its initial public offering of 10,000,000 units at $10.00 per unit, including 1,500,000 units issued pursuant to the full exercise by the underwriters of the

Administrative Support Agreement, dated August 4, 2022, by and between the Company and Mehana Capital LLC

Exhibit 10.6 Pono Capital Two, Inc. August 4, 2022 Mehana Capital LLC Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between Pono Capital Two, Inc.(the “Company”) and Mehana Capital LLC (“Mehana Capital”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Global

Underwriting Agreement, dated August 4, 2022, between the Company and EF Hutton, division of Benchmark Investments, LLC, as representative of the underwriters named therein

EX-1.1 2 ex1-1.htm Exhibit 1.1 PONO CAPITAL TWO, INC. UNDERWRITING AGREEMENT New York, New York August 4, 2022 EF Hutton, division of Benchmark Investments, LLC 590 Madison Avenue, 39th Floor New York, NY 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: Pono Capital Two, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement with EF

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits

8-K 1 form8-k.htm 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 9, 2022 Pono Capital Two, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41462 88-119

Placement Unit Purchase Agreement, dated August 4, 2022, between the Company and Mehana Capital LLC

Exhibit 10.4 Pono Capital Two, Inc. 643 Ilalo St. #102 Honolulu, Hawaii 96813 August 4, 2022 Ladies and Gentlemen: Pono Capital Two, Inc. (the ?Company?), a blank check company formed for the purpose of acquiring one or more businesses or entities (a ?Business Combination?), intends to register its securities under the Securities Act of 1933, as amended (?Securities Act?), in connection with its i

PONO CAPITAL TWO, INC. 10,000,000 Units

Filed Pursuant to Rule 424(b)(4) Registration No. 333-265571 PROSPECTUS PONO CAPITAL TWO, INC. $100,000,000 10,000,000 Units Pono Capital Two, Inc. is a newly incorporated blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities, which we refer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Pono Capital Two, Inc. (Exact name of registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Pono Capital Two, Inc. (Exact name of registrant as specified in its charter) Delaware 88-1192288 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No

EF Hutton, Division of Benchmark Investments, LLC 590 Madison Avenue, 39th Floor New York, NY 10022

EF Hutton, Division of Benchmark Investments, LLC 590 Madison Avenue, 39th Floor New York, NY 10022 August 2, 2022 VIA EDGAR U.

PONO CAPITAL TWO, INC.

PONO CAPITAL TWO, INC. August 2, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attention: Benjamin Holt Re: Pono Capital Two, Inc. (the ?Company?) Registration Statement on Form S-1 (File No. 333-265571) (the ?Registration Statement?) Dear Mr. Holt, The Company hereby requests, pursuant to Rule 461 promulgated

Form of Underwriting Agreement*

Exhibit 1.1 PONO CAPITAL TWO, INC. UNDERWRITING AGREEMENT New York, New York , 2022 EF Hutton, division of Benchmark Investments, LLC 590 Madison Avenue, 39th Floor New York, NY 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: Pono Capital Two, Inc., a Delaware corporation (the ?Company?), hereby confirms its agreement with EF Hutton, division of Benchma

As filed with the U.S. Securities and Exchange Commission on July 22, 2022

As filed with the U.S. Securities and Exchange Commission on July 22, 2022 Registration No. 333-265571 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (AMENDMENT NO. 2) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PONO CAPITAL TWO, INC. (Exact name of registrant as specified in its charter) Delaware 6770 88-1192288 (State or other jurisdiction of incor

Filing Fee Table*

EX-FILING FEES 3 ex107.htm Exhibit 107 Calculation of Filing Fee Exhibit 107 S-1 Pono Capital Two, Inc. Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit (1) Maximum Aggregate Offering Price (1) Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Fo

Power of Attorney (included on the signature page herein)**

As filed with the U.S. Securities and Exchange Commission on July 21, 2022 Registration No. 333-265571 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (AMENDMENT NO. 1) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PONO CAPITAL TWO, INC. (Exact name of registrant as specified in its charter) Delaware 6770 88-1192288 (State or other jurisdiction of incor

Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Amendment No. 1 to the Registration Statement on Form S-1, filed by Pono Capital Two, Inc. on July 22, 2022).

Exhibit 4.2 NUMBER SHARES PTWO- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 73245B107 PONO CAPITAL TWO, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK, PAR VALUE OF $0.0001 (THE “COMMON STOCK”), OF PONO CAPITAL TWO, INC. (THE “COMPANY”) transferable on the books of the Com

Amendment to the Amended and Restated Securities Subscription Agreement, dated July 21, 2022, between the Registrant and Mehana Capital LLC*

Exhibit 10.7 AMENDMENT TO AMENDED AND RESTATED SECURITIES SUBSCRIPTION AGREEMENT This AMENDMENT to the AMENDED AND RESTATED SECURITIES SUBSCRIPTION AGREEMENT (this “Amendment”) is entered into as of July 21, 2022 (the “Effective Date”), by and between Mehana Capital LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Pono Capital Two, Inc., a Delaware corporation (the “Compa

Form of Placement Unit Purchase Agreement between the Registrant and Mehana Capital LLC*

Exhibit 10.3 Pono Capital Two, Inc. 643 Ilalo St. #102 Honolulu, Hawaii 96813 [  ], 2022 Ladies and Gentlemen: Pono Capital Two, Inc. (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connection with its initi

Form of Compensation Committee Charter*

Exhibit 99.2 COMPENSATION COMMITTEE CHARTER OF PONO CAPITAL TWO, INC. Adopted: [  ], 2022 The responsibilities and powers of the Compensation Committee of the Board of Directors (the “Board”) of Pono Capital Two, Inc. (the “Company”), as delegated by the Board, are set forth in this charter (this “Charter”). Whenever the Compensation Committee takes an action, it shall exercise its independent jud

Form of Letter Agreement between the Registrant, Mehana Capital LLC and each director and officer of the Registrant*

Exhibit 10.8 [  ], 2022 Pono Capital Two, Inc. 643 Ilalo St. #102 Honolulu, Hawaii 96813 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Pono Capital Two, Inc., a Delaware corporation (the “Company”) and EF Hutton, division