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) 715-9100
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 18, 2024
 (Date of Event Which Requires Filing of This Statement)

 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box:  ☐

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.
 
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1
NAMES OF REPORTING PERSONS
 
 
ZUU Co. Ltd.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
 
(b)
☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Japan
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
1,420,074*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
1,420,074*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,420,074*
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
27.2%**
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 
 * Includes 80,454 units, with each unit consisting of one share of Class A Common Stock and one redeemable warrant, and each warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share.  The warrants become exercisable on the later of (i) 30 days after the completion of the Issuer’s initial business combination and (ii) 12 months from the effective date of the registration statement on Form S-1 (File No. 333-265571) for the Issuer’s initial public offering.  All reported shares of Class A Common Stock are held by ZUU Funders Co. Ltd.  ZUU Funders Co. Ltd is the operating partner of ZUU Target Fund for SBC Medical Group HD Investment Partnership and a wholly-owned subsidiary of ZUU Co. Ltd.  ZUU Co. Ltd. is majority owned and controlled by Kazumasa Tomita.  Each Reporting Person specifically disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

** Based on 5,216,290 shares of Class A Common Stock stated by the Issuer as being outstanding as of August 16, 2024 in its Quarterly Report on Form 10-Q, filed with the U.S. Securities and Exchange Commission on August 16, 2024.

1
NAMES OF REPORTING PERSONS
 
 
ZUU Funders Co. Ltd
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
 
(b)
☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Japan
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
1,420,074*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
1,420,074*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,420,074*
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
27.2%**
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 
 * Includes 80,454 units, with each unit consisting of one share of Class A Common Stock and one redeemable warrant, and each warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share.  The warrants become exercisable on the later of (i) 30 days after the completion of the Issuer’s initial business combination and (ii) 12 months from the effective date of the registration statement on Form S-1 (File No. 333-265571) for the Issuer’s initial public offering.  All reported shares of Class A Common Stock are held by ZUU Funders Co. Ltd.  ZUU Funders Co. Ltd is the operating partner of ZUU Target Fund for SBC Medical Group HD Investment Partnership and a wholly-owned subsidiary of ZUU Co. Ltd.  ZUU Co. Ltd. is majority owned and controlled by Kazumasa Tomita.  Each Reporting Person specifically disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

** Based on 5,216,290 shares of Class A Common Stock stated by the Issuer as being outstanding as of August 16, 2024 in its Quarterly Report on Form 10-Q, filed with the U.S. Securities and Exchange Commission on August 16, 2024.

1
NAMES OF REPORTING PERSONS
 
 
ZUU Target Fund for SBC Medical Group HD Investment Partnership
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
 
(b)
☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
WC, OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Japan
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
1,420,074*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
1,420,074*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,420,074*
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
27.2%**
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 * Includes 80,454 units, with each unit consisting of one share of Class A Common Stock and one redeemable warrant, and each warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share.  The warrants become exercisable on the later of (i) 30 days after the completion of the Issuer’s initial business combination and (ii) 12 months from the effective date of the registration statement on Form S-1 (File No. 333-265571) for the Issuer’s initial public offering.  All reported shares of Class A Common Stock are held by ZUU Funders Co. Ltd.  ZUU Funders Co. Ltd is the operating partner of ZUU Target Fund for SBC Medical Group HD Investment Partnership and a wholly-owned subsidiary of ZUU Co. Ltd.  ZUU Co. Ltd. is majority owned and controlled by Kazumasa Tomita.  Each Reporting Person specifically disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

** Based on 5,216,290 shares of Class A Common Stock stated by the Issuer as being outstanding as of August 16, 2024 in its Quarterly Report on Form 10-Q, filed with the U.S. Securities and Exchange Commission on August 16, 2024.

1
NAMES OF REPORTING PERSONS
 
 
Kazumasa Tomita
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
 
(b)
☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Japan
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
1,420,074*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
1,420,074*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,420,074*
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
27.2%**
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 
 * Includes 80,454 units, with each unit consisting of one share of Class A Common Stock and one redeemable warrant, and each warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share.  The warrants become exercisable on the later of (i) 30 days after the completion of the Issuer’s initial business combination and (ii) 12 months from the effective date of the registration statement on Form S-1 (File No. 333-265571) for the Issuer’s initial public offering.  All reported shares of Class A Common Stock are held by ZUU Funders Co. Ltd.  ZUU Funders Co. Ltd is the operating partner of ZUU Target Fund for SBC Medical Group HD Investment Partnership and a wholly-owned subsidiary of ZUU Co. Ltd.  ZUU Co. Ltd. is majority owned and controlled by Kazumasa Tomita.  Each Reporting Person specifically disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

** Based on 5,216,290 shares of Class A Common Stock stated by the Issuer as being outstanding as of August 16, 2024 in its Quarterly Report on Form 10-Q, filed with the U.S. Securities and Exchange Commission on August 16, 2024.

CUSIP No. 73245B107
SCHEDULE 13D
 
This Amendment No. 3 to Schedule 13D (this “Amendment”) amends and supplements the Schedule 13D filed on February 6, 2023 (the “Initial 13D” and as amended and supplemented to date, the “Schedule 13D”) by the Reporting Persons, relating to shares of Class A Common Stock, $0.0001 par value per share (the “Class A Shares”), of Pono Capital Two, Inc., a Delaware corporation (the “Issuer”). Capitalized terms not defined in this Amendment shall have the meanings ascribed to them in the Initial 13D.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
Item 3 of the Initial 13D is hereby supplemented by adding the following paragraph to the end thereof:
 
“From and including July 31, 2024, Funders purchased an additional 900 Class A Shares for a purchase price of $11,250, and an additional 1,599 units for a purchase price of $20,787, in each case excluding fees and expenses. Funds for the acquisition of Class A Shares and units were contributed by investors to the Fund pursuant to the Investment Partnership Contract.

Item 4.
Purpose of Transaction.

Item 4 of the Initial 13D is hereby supplemented by adding the following paragraph to the end thereof:

“The response to Item 3 of Amendment No. 4 to the Initial 13D is incorporated herein by reference.”
 
Item 5.
Interest in Securities of the Issuer.
 
Item 5 of the Initial 13D is hereby amended and restated as set forth below:
 
“(a) Each of the Reporting Persons may be deemed to beneficially own, in the aggregate, 1,420,074 Class A Shares, representing approximately 27.2% of the Class A Shares outstanding, in each case based on 5,216,290 shares of Class A Common Stock stated by the Issuer as being outstanding as of August 16, 2024 in its Quarterly Report on Form 10-Q, filed with the U.S. Securities and Exchange Commission on August 16, 2024.
 
(b) Each of the Reporting Persons may be deemed to have shared voting and shared dispositive power with regard to 1,420,074 Class A Shares.
 
(c) Except as set forth in Exhibit 99.7 to this Amendment No. 4 to the Initial 3D, the Reporting Persons have not engaged in any transactions in the Class A Shares during the past sixty days.
 
(d) Under the terms of the Investment Partnership Contract, distributions to the investors in the Fund may include dividends or proceeds from the sale of Class A Shares held by the Fund.
 
(e) Not applicable.”
 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Initial 13D is hereby supplemented by adding the following to the end thereof:

“The responses to Items 3 and 4 of Amendment No. 4 to the Initial 13D are incorporated herein by reference.

Pursuant to an Amendment to the Non-Redemption Agreement by and among the Issuer, ZUU Target Fund for SBC Medical Group HD Investment Partnership (the “Fund”), SBC Medical Group Holdings Incorporated (“SBC”), and Dr. Yoshiyuki Aikawa dated March 15, 2024, the parties amended the Non-Redemption Agreement to extend the date by which comments to its proxy statement for the Business Combination were to be cleared to June 30, 2024 and to extend the date by which the Business Combination is to be consummated to August 31, 2024.  Pursuant to an Amendment No. 2 to Non-Redemption Agreement entered into by such parties on August 8, 2024, the parties further amended the Non-Redemption Agreement to further extend the foregoing dates to September 10, 2024 and September 16, 2024, respectively.

Pursuant to an Acknowledgment and Waiver Pursuant to Non-Redemption Agreement among the Issuer, the Fund, SBC, and Dr. Aikawa dated August 18, 2024, such parties agreed that the Fund may sell into the open market up to 100,000 shares of the Issuer’s Class A Common Stock purchased by the Fund pursuant to the Non-Redemption Agreement.  The Fund sold 70,000 such shares on August 19, 2024 and 5,000 such shares on August 20, 2024 as set forth in further detail in Exhibit 99.7 to this Amendment No. 4 to the Initial 13D.

Except as disclosed in this Schedule 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and between the Reporting Persons and any other person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.”
 
Item 7.
Material to be Filed as Exhibits.
 
Exhibit 99.1
Joint Filing Agreement, dated February 6, 2024, of the Reporting Persons.*
Exhibit 99.2
Investment Partnership Contract.*
Exhibit 99.3
Non-Redemption Agreement.*
Amendment to Non-Redemption Agreement.
Amendment No. 2 to Non-Redemption Agreement.
Acknowledgment and Waiver Pursuant to Non-Redemption Agreement.
Transactions in Class A Shares.

*Previously filed.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:                 
August 20, 2024  
   
 
ZUU CO. LTD.
   
   
/s/ Kazumasa Tomita
 
Name:
Kazumasa Tomita
 
Title:
President

 
ZUU FUNDERS CO. LTD.
   
 
By:
/s/ Kazumasa Tomita
 
Name:
Kazumasa Tomita
 
Title:
President
 
 
ZUU TARGET FUND FOR SBC MEDICAL GROUP HD INVESTMENT PARTNERSHIP
   
 
By:  ZUU Funders Co. Ltd., its Operating Partner
   
 
By:
/s/ Kazumasa Tomita
 
Name:
Kazumasa Tomita
 
Title:
President
 
 
KAZUMASA TOMITA
  /s/ Kazumasa Tomita


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 (the “Holder”), SBC Medical Group Holdings Incorporated, a Delaware corporation (the “Target”), and Yoshiyuki Aikawa (“Dr. Aikawa”).

 

WHEREAS the parties are all of the parties to that certain Non-Redemption Agreement dated as of January 11, 2024 (the “Agreement”) pursuant to which the Holder agreed to purchase and hold certain shares of the Class A common stock of the Company;

 

WHEREAS, the parties now desire to amend the Agreement to revise the date by which the Company will clear all comments with the Securities and Exchange Commission (SEC), to its proxy statement in connection with the Business Combination from on or before April 30, 2024 to on or before June 30, 2024;

 

NOW THEREFORE, in consideration of the mutual agreements contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereby agree as follows:

1. Definitions. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement.
2. Amendment. The definition of “Clearance Date” in the Agreement shall be amended to mean on or before June 30, 2024 and the parties hereby agree to close the Business Combination on or before August 31, 2024.
3. Effect of Amendment; Full Force and Effect. This Amendment shall form a part of the Agreement for all purposes, and each party shall be bound hereby and this Amendment and the Agreement shall be read and interpreted as one combined instrument. From and after the Amendment Date, each reference in the Agreement to “this Agreement,” “hereof,” “hereunder,” “herein,” “hereby” or words of like import referring to the Agreement shall mean and be a reference to the Agreement as amended by this Amendment. Except as herein expressly amended or otherwise provided herein, each and every term, condition, warranty and provision of the Agreement shall remain in full force and effect, and such are hereby ratified, confirmed and approved by the parties.
4. Governing Law. This Amendment shall be governed by, construed and enforced in accordance with the Laws of the State of Delaware without regard to the conflict of laws principles thereof.
5. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by electronic means, including DocuSign, Adobe Sign or other similar e-signature services, e-mail or scanned pages shall be effective as delivery of a manually executed counterpart to this Amendment.

 

[Signature Pages Follow]

 

1
 

 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be duly executed on its behalf as of the Amendment Date.

 

PONO CAPITAL TWO, INC.

 

By: /s/ Darryl Nakamoto  
Name: Darryl Nakamoto  
Title: Chief Executive Officer  

 

MEHANA CAPITAL LLC

 

By: /s/ Dustin Shindo  
Name: Dustin Shindo  
Its: Manager  

 

ZUU TARGET FUND FOR SBC MEDICAL GROUP HD INVESTMENT PARTNERSHIP

 

By: /s/ Kazumasa Tomita  
Name: Kazumasa Tomita  
Title: Operating Manager/Chief Executive Officer of ZUU Funders Co., Ltd.  

 

SBC MEDICAL GROUP HOLDINGS INCORPORATED

 

By: /s/ Yoshiyuki Aikawa  
Name: Yoshiyuki Aikawa  
Title: Chief Executive Officer  

 

/s/ Yoshiyuki Aikawa  
YOSHIYUKI AIKAWA  

 

[Signature Page to Amendment to Non-Redemption Agreement]

 

 

 

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 Partnership (the “Holder”), SBC Medical Group Holdings Incorporated, a Delaware corporation (the “Target”), and Yoshiyuki Aikawa (“Dr. Aikawa”).

 

WHEREAS the parties are all of the parties to that certain Non-Redemption Agreement dated as of January 11, 2024, as amended by the Amendment to Non-Redemption Agreement dated as of March 15, 2024 (as so amended, the “Agreement”) pursuant to which the Holder agreed to purchase and hold certain shares of the Class A common stock of the Company;

 

WHEREAS, the parties now desire to amend the Agreement to revise the date by which the Company will clear all comments with the Securities and Exchange Commission (SEC), to its proxy statement in connection with the Business Combination from on or before April 30, 2024 to on or before September 10, 2024;

 

NOW THEREFORE, in consideration of the mutual agreements contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereby agree as follows:

 

1. Definitions. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement.

 

2. Amendment. The definition of “Clearance Date” in the Agreement shall be amended to mean on or before September 10, 2024 and the parties hereby agree to close the Business Combination on or before September 16, 2024.

 

3. Effect of Amendment; Full Force and Effect. This Amendment shall form a part of the Agreement for all purposes, and each party shall be bound hereby and this Amendment and the Agreement shall be read and interpreted as one combined instrument. From and after the Amendment Date, each reference in the Agreement to “this Agreement,” “hereof,” “hereunder,” “herein,” “hereby” or words of like import referring to the Agreement shall mean and be a reference to the Agreement as amended by this Amendment. Except as herein expressly amended or otherwise provided herein, each and every term, condition, warranty and provision of the Agreement shall remain in full force and effect, and such are hereby ratified, confirmed and approved by the parties.

 

4. Governing Law. This Amendment shall be governed by, construed and enforced in accordance with the Laws of the State of Delaware without regard to the conflict of laws principles thereof.

 

5. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by electronic means, including DocuSign, Adobe Sign or other similar e-signature services, e-mail or scanned pages shall be effective as delivery of a manually executed counterpart to this Amendment.

 

[Signature Pages Follow]

 

1

 

 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be duly executed on its behalf as of the Amendment Date.

 

PONO CAPITAL TWO, INC.  
   
By: /s/ Darryl Nakamoto  
Name: Darryl Nakamoto  
Title: Chief Executive Officer  
     
MEHANA CAPITAL LLC  
     
By: /s/ Dustin Shindo  
Name: Dustin Shindo  
Its: Manager  
     
ZUU TARGET FUND FOR SBC MEDICAL GROUP HD INVESTMENT PARTNERSHIP  
     
By: /s/ Kazumasa Tomita  
Name: Kazumasa Tomita  
Title: Operating Manager/Chief Executive Officer of ZUU Funders Co., Ltd.  
     
SBC MEDICAL GROUP HOLDINGS INCORPORATED  
     
By: /s/ Yoshiyuki Aikawa  
Name: Yoshiyuki Aikawa  
Title: Chief Executive Officer  
     
YOSHIYUKI AIKAWA  
     
By: /s/ Yoshiyuki Aikawa  
Name: Yoshiyuki Aikawa  

 

[Signature Page to Amendment to Non-Redemption Agreement]

 

2

 

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 Fund for SBC Medical Group HD Investment Partnership (the “Holder”), (iii) SBC Medical Group Holdings Incorporated, a Delaware corporation (the “Target”), and Yoshiyuki Aikawa (“Dr. Aikawa”). The Company, the Holder, the Target and Dr. Aikawa are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.”

WHEREAS, the Parties are all of the parties to that certain Non-Redemption Agreement dated as of January 11, 2024 (as amended by Amendment No. 1, dated as of March 15, 2024, and Amendment No. 2, dated as of August 8, 2024, the “Agreement”) pursuant to which the Holder agreed to purchase and hold certain shares of the Class A common stock of the Company; and

WHEREAS, the Parties now desire to enter into this Waiver to consent to certain items in the Agreement;
NOW THEREFORE, in consideration of the mutual agreements contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:

1. Definitions. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement.

2. Waivers.


 (a)
The Parties acknowledge and agree that the Holder may sell into the open market up to 100,000 Holder’s Shares that were purchased pursuant to the Agreement, prior to the Closing Date (the “Share Sales”).


(b)
The Parties acknowledge and agree that any such Share Sales shall not reduce the total number of Holder’s Shares for purposes of calculating the Incentive Shares.

3. Governing Law. This Waiver shall be governed by, construed and enforced in accordance with the Laws of the State of Delaware without regard to the conflict of laws principles thereof.

4. Counterparts. This Waiver may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Waiver by electronic means, including DocuSign, Adobe Sign or other similar e-signature services, e-mail or scanned pages shall be effective as delivery of a manually executed counterpart to this Waiver.

[Signature Pages Follow]

/s/ Darryl Nakamoto

/s/ Kazumasa Tomita

/s/ Yoshiyuki Aikawa

/s/ Yoshiyuki Aikawa


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 ZUU Funders Co. Ltd. in the open market.

 
Trade Date
Buy/Sell
Quantity
  
Price per Share
($)*
  
 
6/27/2024
Buy
2
  
13.00
  
 
7/2/2024
Buy
30
  
13.00
  
 
7/9/2024
Buy
5
 2
13.00
  
 
7/10/2024
Buy
12
  
13.00
  
 
7/11/2024
Buy
6,297
  
13.00
  
 
7/12/2024
Buy
3
  
13.00
  
 
7/12/2024
Buy
200
 2
13.00
  
 
7/15/2024
Buy
1,863
  
13.00
  
 
7/15/2024
Buy
2,479
 2
13.00
  
 
7/17/2024
Buy
5,404
  
13.00
  
 
7/19/2024
Buy
2
  
13.00
  
 
7/24/2024
Buy
10,685
  
13.00
  
 
7/24/2024
Buy
4,824
 2
13.00
  
 
7/31/2024
Buy
12
  
12.50
  
 
8/1/2024
Buy
888
  
12.50
  
 
8/1/2024
Buy
1,599
 2
13.00
  
 
8/19/2024
Sell
70,000
  
11.45
 3

8/20/2024
 Sell 5,000
11.72
 4

1 Prices are rounded to the nearest cent and are exclusive of commissions.

2 Represents a purchase of units, with each unit consisting of one share of Class A Common Stock and one redeemable warrant, and each warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share.  The warrants become exercisable on the later of (i) 30 days after the completion of the Issuer’s initial business combination and (ii) 12 months from the effective date of the registration statement on Form S-1 (File No. 333-265571) for the Issuer’s initial public offering.

3 The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.38 to $12.40 (inclusive) on August 19, 2024. The Reporting Persons undertake to provide to Pono Capital Two, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

4 The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.70 to $12.02 (inclusive) on August 20, 2024. The Reporting Persons undertake to provide to Pono Capital Two, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.


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