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
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by the Registrant |
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by a Party other than the Registrant |
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the appropriate box:
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Preliminary
Proxy Statement |
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for the use of the Commission only (as permitted by Rule 14a-6(e)(2)) |
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Definitive
Proxy Statement |
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Definitive
Additional Materials |
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Soliciting
Material Pursuant to §240.14a-12 |
PONO
CAPITAL TWO, INC.
(Name
of Registrant as Specified in its Charter)
(Name
of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment
of Filing Fee (Check all boxes that apply):
☒ |
No
fee required. |
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Fee
paid previously with preliminary materials. |
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Fee
computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
PONO
CAPITAL TWO, INC.
643
Ilalo St. #102
Honolulu,
Hawaii 96813
April
24, 2023
Dear
Stockholders:
On
behalf of the Board of Directors of Pono Capital Two, Inc. (the “Company,” “PTWO” or “we”),
I invite you to attend our Special Meeting of Stockholders (the “Special Meeting”). We hope you can join us. The Special
Meeting will be held at 10:00 a.m. Eastern Time on May 5, 2023. PTWO will be holding the Special Meeting via teleconference
using the following information:
Meeting
information
Pono
Capital Two, Inc. Shareholder Meeting Information:
Meeting
Date: May 5, 2023
Meeting
Time: 10:00 a.m. Eastern Time
Via
a live teleconference that can be accessed at:
US Toll Free: 877 853 5257
Conference ID: 587 621 6464
The
Notice of Special Meeting of Stockholders, the Proxy Statement and the proxy card accompany this letter are also available from our
proxy solicitor at:
ADVANTAGE
PROXY
P.O.
Box 13581
Des
Moines, WA 98198
Toll
Free: (877) 870-8565
Collect:
(206) 870-8565
Email:
ksmith@advantageproxy.com
We
are first mailing these materials to our stockholders on or about April 25, 2023.
As
discussed in the enclosed Proxy Statement, the purpose of the Special Meeting is to consider and vote upon the following proposals:
(i)
Proposal 1 — A proposal to amend (the “Extension Amendment”) the Company’s Third Amended and Restated
Certificate of Incorporation (as amended, the “Charter”), to extend the date by which PTWO has to consummate a business
combination from May 9, 2023 to February 9, 2024 (the “Extended Date”);
(ii)
Proposal 2 — A proposal to direct the chairperson of the special meeting to adjourn the Special Meeting to a later date or dates
(the “Adjournment”), if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated
vote at the time of the Special Meeting, there are not sufficient votes to approve the foregoing proposal.
Each
of the Extension Amendment proposal and the Adjournment proposal are more fully described in the accompanying Proxy Statement.
The
purpose of the Extension Amendment is to allow the Company more time to complete the SBC Business Combination (as defined below). Our
Charter provides that the Company has until May 9, 2023 (or such later date as described below, the “Termination Date”)
to complete an initial business combination.
On
January 31, 2023, we entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among us, Pono
Two Merger Sub, Inc., a Delaware corporation and our wholly-owned subsidiary (“Merger Sub”), SBC Medical Group Holdings
Incorporated, a Delaware corporation (“SBC”), Mehana Capital, LLC, in its capacity as Purchaser Representative, and
Yoshiyuki Aikawa, in his capacity as Seller Representative.
Pursuant
to the Merger Agreement, at the closing of the transactions contemplated by the Merger Agreement, Merger Sub will merge with and into
SBC, with SBC continuing as the surviving corporation. The transactions contemplated by the Merger Agreement are referred to herein as
the “SBC Business Combination.”
As
a condition to closing of the SBC Business Combination, SBC will complete certain restructuring transactions pursuant to which SBC Medical
Group Co., Ltd., a Japanese corporation (“SBC-Japan”) and certain related entities which carry on the business of
SBC-Japan and such other related entities, will become subsidiaries of SBC.
As
consideration for the SBC Business Combination, the holders of SBC securities as of the closing of the SBC Business Combination, collectively
will be entitled to receive from us, in the aggregate, a number of our securities with an aggregate value equal to (a) $1,200,000,000,
minus (b) the amount, if any, by which $3,000,000 exceeds SBC’s Net Working Capital, plus (c) the amount, if any, by which SBC’s
Net Working Capital exceeds $3,000,000, minus (d) the aggregate amount of any outstanding indebtedness (minus cash held by SBC) of SBC
at Closing, minus (e) specified transaction expenses of SBC associated with the SBC Business Combination.
Please
see the Current Report on Form 8-K we filed with the SEC on February 2, 2023 for additional information.
PTWO
and the other parties to the Merger Agreement are working towards satisfaction of the conditions to complete the SBC Business Combination,
including the necessary filings with the U.S. Securities and Exchange Commission related to the transaction, but are concerned that there
may not be sufficient time before the Termination Date to consummate the SBC Business Combination. Accordingly, PTWO’s board of
directors (the “Board”) has determined that, given PTWO’s expenditure of time, effort and money on identifying
SBC as a target business and completing the SBC Business Combination, it is in the best interests of its stockholders to approve the
Extension Amendment to allow for additional time to consummate the SBC Business Combination if needed, and, assuming that the Extension
Amendment is so approved and the Charter is amended, PTWO believes it will have sufficient time to consummate the SBC Business Combination
before the Extended Date.
If
the Extension Amendment is approved and the Board determines that PTWO will not be able to consummate an initial business combination
by the Extended Date and does not to seek any further extension to consummate a business combination, PTWO would then look to wind up
the Company’s affairs and redeem 100% of the outstanding public shares.
In
connection with the Extension Amendment, public stockholders may elect (the “Election”) to redeem their shares for
a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously
released to PTWO to pay franchise and income taxes, divided by the number of then outstanding public shares, regardless of whether such
public stockholders vote “FOR” or “AGAINST” the Extension Amendment, and an Election can also be made by public
stockholders who do not vote, or do not instruct their broker or bank how to vote, at the Special Meeting. Public stockholders may make
an Election regardless of whether such public stockholders were holders as of the record date. Each redemption of shares by our public
stockholders will decrease the amount in our Trust Account, which held approximately $119,853,888 of marketable securities as
of April 24, 2023. In addition, public stockholders who do not make the Election would be entitled to have their shares redeemed
for cash if PTWO has not completed a business combination by the Extended Date and does not to seek any further extension to consummate
a business combination. Mehana Capital LLC, our sponsor (the “Sponsor”), our officers and directors and the representative
of the underwriters in the our initial public offering (collectively, the “Sponsor Group”) hold the right to vote
over an aggregate of 3,509,375 shares of Common Stock which include 2,875,000 shares of our Class B Common Stock, which
we refer to as the “Founder Shares,” that were issued prior to our initial public offering (“IPO”)
and 634,375 shares of Class A common stock that make part of the units, which we refer to as the “Private Placement
Units,” that were purchased by our Sponsor in a private placement which occurred simultaneously with the completion of the
IPO.
Subject to applicable securities
laws (including with respect to material nonpublic information), the Company or the initial stockholders or any of their respective affiliates
may (i) purchase public shares from institutional and other investors (including those who elect to redeem, or indicate an intention
to redeem, public shares), (ii) enter into transactions with such investors and others to provide them with incentives to not redeem
their public shares, or (iii) execute agreements to purchase such public shares from such investors or enter into non-redemption agreements.
In the event that the initial stockholders or any of their respective affiliates purchase public shares in situations in which the tender
offer rules restrictions on purchases would apply, they (a) would purchase the public shares at a price no higher than the price offered
through the Company’s redemption process (i.e., approximately $10.41 per share, based on the amounts held in the Trust Account as
of April 24, 2023 after the release of interest income to be used by the Company to pay its income and franchise tax obligations); (b)
would represent in writing that such public shares will not be voted in favor of approving the Extension Amendment proposal; and (c)
would waive in writing any redemption rights with respect to the public shares so purchased.
To the extent any such
purchases by the initial stockholders or any of their respective affiliates are made in situations in which the tender offer rules restrictions
on purchases apply, we will disclose in a Current Report on Form 8-K prior to the Special Meeting the following: (i) the number of public
shares purchased outside of the redemption offer, along with the purchase price(s) for such public shares; (ii) the purpose of any such
purchases; (iii) the impact, if any, of the purchases on the likelihood that the Extension Amendment proposal will be approved; (iv)
the identities of the securityholders who sold to the initial stockholders or any of their respective affiliates (if not purchased on
the open market) or the nature of the securityholders (e.g., 5% security holders) who sold such public shares; and (v) the number of
shares of common stock for which the Company has received redemption requests pursuant to its redemption offer.
The purpose of such share
purchases and other transactions would be to increase the likelihood of otherwise limiting the number of public shares electing to redeem.
If such transactions are effected, the consequence could be to cause the Extension Amendment proposal to be effectuated in circumstances
where such effectuation could not otherwise occur. Consistent with SEC guidance, purchases of shares by the persons described above would
not be permitted to be voted for Extension Amendment proposal at the Special Meeting and could decrease the chances that the Extension
Amendment proposal would be approved. In addition, if such purchases are made, the public “float” of our securities and the
number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing
or trading of our securities on a national securities exchange.
The Company hereby represents
that any Company securities purchased by the initial stockholders or any of their respective affiliates in situations in which the tender
offer rules restrictions on purchases would apply would not be voted in favor of approving the Extension Amendment proposal.
If
PTWO does not implement the Extension Amendment, it will not redeem any public shares submitted for redemption solely in connection with
the Special Meeting.
To
exercise your redemption rights, you must tender your shares to the Company’s transfer agent at least two business days prior to
the Special Meeting (or May 3, 2023). You may tender your shares by either delivering your share certificate to the transfer agent
or by delivering your shares electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system.
If you hold your shares in street name, you will need to instruct your bank, broker or other nominee to withdraw the shares from your
account in order to exercise your redemption rights.
We
are not permitted to use the proceeds placed in the Trust Account and the interest earned thereon to pay any excise taxes or any other
similar fees or taxes in nature that may be imposed on us pursuant to any current, pending or future rules or laws, including without
limitation any excise tax due imposed under the Inflation Reduction Act (IRA) of 2022 (H.R. 5376) on any redemptions or stock buybacks
by the Company. For the avoidance of doubt, the proceeds placed in the Company’s Trust Account and the interest earned
thereon will not be used to pay for any excise tax due under the IRA in connection with any redemptions of the Company’s Class
A common stock prior to or in connection with its initial business combination.
As
of April 24, 2023, there was approximately $119,853,888 in the Trust Account. If the Extension Amendment is approved, the
redemption price per share will be approximately $10.41 per share (after deducting taxes payable). The closing price of the
Company’s Class A common stock on April 20, 2023 was $10.43. The Company cannot assure stockholders that they will
be able to sell their shares of the Company’s Class A common stock in the open market, even if the market price per share is higher
than the redemption price stated above, as there may not be sufficient liquidity in its securities when such stockholders wish to sell
their shares.
If
the Extension Amendment proposal is not approved and we do not consummate a business combination by May 9, 2023, as contemplated by our
IPO prospectus and in accordance with our Charter, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly
as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account, including any interest not previously released to
us (net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public
shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive
further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of our remaining stockholders and the Board of directors, dissolve and liquidate, subject (in the case of (ii)
and (iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
There will be no distribution from the Trust Account with respect to our warrants, which will expire worthless in the event of our winding
up. In the event of a liquidation, our Sponsor, our officers and directors and our other initial stockholders will not receive any monies
held in the Trust Account as a result of their ownership of the Founder Shares or the Private Placement Units.
Subject
to the foregoing, the affirmative vote of the holders of at least sixty-five percent (65%) of all then outstanding shares of the Common
Stock, including the Founder Shares and the shares underlying the Private Placement Units, will be required to approve the Extension
Amendment proposal. The approval of the Extension Amendment is essential to the implementation of the Board’s plan to extend the
date by which we must consummate our initial business combination. Notwithstanding stockholder approval of the Extension Amendment, the
Board will retain the right to abandon and not implement the Extension Amendment at any time without any further action by our stockholders.
Our
board has fixed the close of business on April 12, 2023 as the record date for determining the Company stockholders entitled to
receive notice of and vote at the Special Meeting and any adjournment thereof. Only holders of record of the Company’s Common Stock
on that date are entitled to have their votes counted at the Special Meeting or any adjournment thereof.
After
careful consideration of all relevant factors, the Board has determined that each of the proposals are advisable and recommends that
you vote or give instruction to vote “FOR” such proposals.
Enclosed
is the Proxy Statement containing detailed information concerning the Extension Amendment and the Adjournment proposals and the Special
Meeting. Whether or not you plan to attend the Special Meeting, we urge you to read this material carefully and vote your shares.
Sincerely, |
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/s/
Darryl Nakamoto |
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Darryl
Nakamoto |
|
Chief
Executive Officer |
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April
24, 2023 |
|
PONO
CAPITAL TWO, INC.
643
Ilalo St. #102
Honolulu,
Hawaii 96813
NOTICE
OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 5, 2023
April
24, 2023
To
the Stockholders of Pono Capital Two, Inc.:
NOTICE
IS HEREBY GIVEN that a Special Meeting of Stockholders (the “Special Meeting”) of Pono Capital Two, Inc. (the “Company,”
“PTWO” or “we”), a Delaware corporation, will be held on May 5, 2023, at 10:00 a.m.
Eastern Time. The Company will be holding the Special Meeting via teleconference using the following information:
Meeting
information
Pono
Capital Two, Inc. Shareholder Meeting Information:
Meeting
Date: May 5, 2023
Meeting
Time: 10:00 a.m. Eastern Time
Via
a live teleconference that can be accessed at:
US Toll Free: 877 853 5257
Conference ID: 587 621 6464
The
purpose of the Special Meeting will be to consider and vote upon the following matters:
|
1. |
A
proposal to amend (the “Extension Amendment”) PTWO’s Third Amended and Restated Certificate of Incorporation
(as amended, the “Charter”), to extend the date by which PTWO has to consummate a business combination from May
9, 2023 to February 9, 2024 (the “Extended Date”); |
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|
|
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2. |
A
proposal to direct the chairperson of the special meeting to adjourn the Special Meeting to a later date or dates (the “Adjournment”),
if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting,
there are not sufficient votes to approve the foregoing proposal; and |
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3. |
To
act on such other matters as may properly come before the Special Meeting or any adjournment or adjournments thereof. |
The
Board of Directors has fixed the close of business on April 12, 2023 as the record date for the Special Meeting and only holders
of record of the Company’s Common Stock at that time will be entitled to notice of and to vote at the Special Meeting or any adjournment
or adjournments thereof.
|
By
Order of the Board of Directors |
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|
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/s/
Darryl Nakamoto |
|
Chief
Executive Officer |
Honolulu,
Hawaii
April
24, 2023
IMPORTANT
IF
YOU CANNOT PERSONALLY ATTEND THE SPECIAL MEETING, IT IS REQUESTED THAT YOU INDICATE YOUR VOTE ON THE ISSUES INCLUDED ON THE ENCLOSED
PROXY AND DATE, SIGN AND MAIL IT IN THE ENCLOSED SELF-ADDRESSED ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES OF
AMERICA.
IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 5, 2023. THIS PROXY
STATEMENT TO THE STOCKHOLDERS WILL BE AVAILABLE FROM OUR PROXY SOLICITOR AT
ADVANTAGE
PROXY
P.O. Box 13581
Des Moines, WA 98198
Toll Free: (877) 870-8565
Collect: (206) 870-8565
Email: ksmith@advantageproxy.com
PONO
CAPITAL TWO, INC.
643
Ilalo St. #102
Honolulu,
Hawaii 96813
PROXY
STATEMENT
FOR
SPECIAL
MEETING OF STOCKHOLDERS
TO
BE HELD MAY 5, 2023
FIRST
MAILED ON OR ABOUT APRIL 25, 2023
Date,
Time and Place of the Special Meeting
The
enclosed proxy is solicited by the Board of Directors (the “Board”) of Pono Capital Two, Inc. (the “Company,”
“PTWO” or “we”), a Delaware corporation, in connection with the Special Meeting of Stockholders
to be held on May 5, 2023 at 10:00 a.m. Eastern Time for the purposes set forth in the accompanying Notice of Special Meeting.
PTWO will be holding the Special Meeting, and any adjournments thereof, via teleconference using the following information:
Meeting
information
Pono
Capital Two, Inc. Shareholder Meeting Information:
Meeting
Date: May 5, 2023
Meeting
Time: 10:00 a.m. Eastern Time
Via
a live teleconference that can be accessed at:
US Toll Free: 877 853 5257
Conference ID: 587 621 6464
The
principal executive offices of the Company are located at 643 Ilalo St. #102, Honolulu, Hawaii 96813 and its telephone number, including
area code, is (808) 892-6611.
Forward
Looking Statements
This
Proxy Statement (this “Proxy Statement”) contain certain “forward-looking statements” within the meaning
of “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 with respect to the proposed business
combination. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,”
“anticipate,” “estimate,” “intend,” “strategy,” “aim,” “future,”
“opportunity,” “plan,” “may,” “should,” “will,” “would,” “will
be,” “will continue,” “will likely result” and similar expressions, but the absence of these words does
not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about
future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Actual
results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking
statements as predictions of future events. Many factors could cause actual future events to differ materially from the forward-looking
statements contained herein, including but not limited to: (i) the risk that the SBC Business Combination may not be completed in a timely
manner or at all, which may adversely affect the price of Pono’s securities; (ii) the failure to satisfy the conditions to the
consummation of the SBC Business Combination, including the approval of the Merger Agreement by the stockholders of Pono; (iii) the occurrence
of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; (iv) the outcome of any legal
proceedings that may be instituted against any of the parties to the Merger Agreement following the announcement of the entry into the
Merger Agreement and proposed business combination; (v) redemptions exceeding anticipated levels or the failure to meet The Nasdaq Capital
Market’s initial listing standards in connection with the consummation of the proposed business combination; (vi) the effect of
the announcement or pendency of the proposed business combination on SBC’ business relationships, operating results and business
generally; (vii) risks that the proposed business combination disrupts the current plans of SBC; (viii) the risk that Pono and SBC will
need to raise additional capital to execute its business plans, which may not be available on acceptable terms or at all; (ix) the ability
of the parties to recognize the benefits of the Merger Agreement and the SBC Business Combination; (x) the lack of useful financial information
for an accurate estimate of future capital expenditures and future revenue; (xi) statements regarding SBC’ industry and market
size; (xii) financial condition and performance of SBC and Pono, including the anticipated benefits, the implied enterprise value, the
expected financial impacts of the SBC Business Combination, potential level of redemptions of Pono’s public stockholders, the financial
condition, liquidity, results of operations, the products, the expected future performance and market opportunities of SBC; and (xiii)
those factors discussed in Pono’s filings with the SEC and that that will be contained in the proxy statement relating to the SBC
Business Combination. You should carefully consider the foregoing factors and the other risks and uncertainties that will be described
in the “Risk Factors” section of the proxy statement and other documents to be filed by Pono from time to time with the Securities
and Exchange Commission (“SEC”). These filings identify and address other important risks and uncertainties that could cause
actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak
only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and while SBC and Pono
may elect to update these forward-looking statements at some point in the future, they assume no obligation to update or revise these
forward-looking statements, whether as a result of new information, future events or otherwise, subject to applicable law. None of SBC
or Pono gives any assurance that SBC and Pono will achieve their respective expectations.
Purpose
of the Special Meeting
At
the Special Meeting, you will be asked to consider and vote upon the following matters:
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1. |
Proposal
1 — A proposal to amend (the “Extension Amendment”) PTWO’s Third Amended and Restated Certificate
of Incorporation (as amended, the “Charter”), to extend the date by which PTWO has to consummate a business combination
from May 9, 2023 to February 9, 2024 (the “Extended Date”); |
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2. |
Proposal
2 — A proposal to direct the chairperson of the special meeting to adjourn the Special Meeting to a later date or dates (the
“Adjournment”), if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated
vote at the time of the special meeting, there are not sufficient votes to approve the foregoing proposal; and |
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3. |
To
act on such other matters as may properly come before the Special Meeting or any adjournment thereof. |
The
purpose of the Extension Amendment is to allow the Company more time to complete the SBC Business Combination (as defined below). Our
Charter provides that the Company has until May 9, 2023 (or such later date as described below, the “Termination Date”)
to complete an initial business combination. In the event that the Company has not consummated an initial business combination by that
date, the Board may extend the period of time to consummate a business combination nine times, by an additional one (1) month, provided
that (i) the Sponsor (or its affiliates or permitted designees), upon five business days of advance notice prior to the Termination Date,
will deposit into the Trust Account $379,500 ($0.033 per public share) for such extension, or $3,415,500 ($0.297 per public share) in
the aggregate for the full nine months. If the Extension Amendment is approved, the Termination Date will be extended to February 9,
2024 for no additional amount to be paid by the Sponsor into the Trust Account. As a result of this, the Company expects that
there will be significant redemptions at the Special Meeting.
On
January 31, 2023, we entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among us, Pono
Two Merger Sub, Inc., a Delaware corporation and our wholly-owned subsidiary (“Merger Sub”), SBC Medical Group Holdings
Incorporated, a Delaware corporation (“SBC”), Mehana Capital, LLC, in its capacity as Purchaser Representative, and
Yoshiyuki Aikawa, in his capacity as Seller Representative.
Pursuant
to the Merger Agreement, at the closing of the transactions contemplated by the Merger Agreement, Merger Sub will merge with and into
SBC, with SBC continuing as the surviving corporation. The transactions contemplated by the Merger Agreement are referred to herein as
the “SBC Business Combination.”
As
a condition to closing of the SBC Business Combination, SBC will complete certain restructuring transactions pursuant to which SBC Medical
Group Co., Ltd., a Japanese corporation (“SBC-Japan”) and certain related entities which carry on the business of
SBC-Japan and such other related entities, will become subsidiaries of SBC.
As
consideration for the SBC Business Combination, the holders of SBC securities as of the closing of the SBC Business Combination, collectively
will be entitled to receive from us, in the aggregate, a number of our securities with an aggregate value equal to (a) $1,200,000,000,
minus (b) the amount, if any, by which $3,000,000 exceeds SBC’s Net Working Capital, plus (c) the amount, if any, by which SBC’s
Net Working Capital exceeds $3,000,000, minus (d) the aggregate amount of any outstanding indebtedness (minus cash held by SBC) of SBC
at Closing, minus (e) specified transaction expenses of SBC associated with the SBC Business Combination.
Please
see the Current Report on Form 8-K we filed with the SEC on February 2, 2023 for additional information.
PTWO
and the other parties to the Merger Agreement are working towards satisfaction of the conditions to complete the SBC Business Combination,
including the necessary filings with the U.S. Securities and Exchange Commission related to the transaction, but are concerned that there
may not be sufficient time before the Termination Date to consummate the SBC Business Combination. Accordingly, PTWO’s board of
directors (the “Board”) has determined that, given PTWO’s expenditure of time, effort and money on identifying
SBC as a target business and completing the SBC Business Combination, it is in the best interests of its stockholders to approve the
Extension Amendment to allow for additional time to consummate the SBC Business Combination if needed, and, assuming that the Extension
Amendment is so approved and the Charter is amended, PTWO believes it will have sufficient time to consummate the SBC Business Combination
before the Extended Date.
If
the Extension Amendment is approved and the Board determines that PTWO will not be able to consummate an initial business combination
by the Extended Date and does not to seek any further extension to consummate a business combination, PTWO would then look to wind up
the Company’s affairs and redeem 100% of the outstanding public shares.
In
connection with the Extension Amendment, public stockholders may elect (the “Election”) to redeem their shares for
a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously
released to PTWO to pay franchise and income taxes, divided by the number of then outstanding public shares, regardless of whether such
public stockholders vote “FOR” or “AGAINST” the Extension Amendment, and an Election can also be made by public
stockholders who do not vote, or do not instruct their broker or bank how to vote, at the Special Meeting. Public stockholders may make
an Election regardless of whether such public stockholders were holders as of the record date. Each redemption of shares by our public
stockholders will decrease the amount in our Trust Account, which held approximately $119,853,888 of marketable securities as
of April 24, 2023. In addition, public stockholders who do not make the Election would be entitled to have their shares redeemed
for cash if PTWO has not completed a business combination by the Extended Date and does not to seek any further extension to consummate
a business combination. Mehana Capital LLC, our sponsor (the “Sponsor”), our officers and directors and the representative
of the underwriters in the our initial public offering (collectively, the “Sponsor Group”) hold the right to vote
over an aggregate of 3,509,375 shares of Common Stock which include 2,875,000 shares of our Class B common stock, which
we refer to as the “Founder Shares,” that were issued prior to our initial public offering (“IPO”)
and 634,375 shares of Class A common stock that make part of the units, which we refer to as the “Private Placement
Units,” that were purchased by our Sponsor in a private placement which occurred simultaneously with the completion of the
IPO.
Subject
to applicable securities laws (including with respect to material nonpublic information), the Company or the initial stockholders or
any of their respective affiliates may (i) purchase public shares from institutional and other investors (including those who elect to
redeem, or indicate an intention to redeem, public shares), (ii) enter into transactions with such investors and others to provide them
with incentives to not redeem their public shares, or (iii) execute agreements to purchase such public shares from such investors or
enter into non-redemption agreements. In the event that the initial stockholders or any of their respective affiliates purchase public
shares in situations in which the tender offer rules restrictions on purchases would apply, they (a) would purchase the public shares
at a price no higher than the price offered through the Company’s redemption process (i.e., approximately $10.41 per share, based
on the amounts held in the Trust Account as of April 24, 2023 after the release of interest income to be used by the Company to pay its
income and franchise tax obligations); (b) would represent in writing that such public shares will not be voted in favor of approving
the Extension Amendment proposal; and (c) would waive in writing any redemption rights with respect to the public shares so purchased.
To
the extent any such purchases by the initial stockholders or any of their respective affiliates are made in situations in which the tender
offer rules restrictions on purchases apply, we will disclose in a Current Report on Form 8-K prior to the Special Meeting the following:
(i) the number of public shares purchased outside of the redemption offer, along with the purchase price(s) for such public shares; (ii)
the purpose of any such purchases; (iii) the impact, if any, of the purchases on the likelihood that the Extension Amendment proposal
will be approved; (iv) the identities of the securityholders who sold to the initial stockholders or any of their respective affiliates
(if not purchased on the open market) or the nature of the securityholders (e.g., 5% security holders) who sold such public shares; and
(v) the number of shares of common stock for which the Company has received redemption requests pursuant to its redemption offer.
The
purpose of such share purchases and other transactions would be to increase the likelihood of otherwise limiting the number of public
shares electing to redeem. If such transactions are effected, the consequence could be to cause the Extension Amendment proposal to be
effectuated in circumstances where such effectuation could not otherwise occur. Consistent with SEC guidance, purchases of shares by
the persons described above would not be permitted to be voted for Extension Amendment proposal at the Special Meeting and could decrease
the chances that the Extension Amendment proposal would be approved. In addition, if such purchases are made, the public “float”
of our securities and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or
obtain the quotation, listing or trading of our securities on a national securities exchange.
The
Company hereby represents that any Company securities purchased by the initial stockholders or any of their respective affiliates in
situations in which the tender offer rules restrictions on purchases would apply would not be voted in favor of approving the Extension
Amendment proposal.
If
PTWO does not implement the Extension Amendment, it will not redeem any public shares submitted for redemption solely in connection with
the Special Meeting.
To
exercise your redemption rights, you must tender your shares to the Company’s transfer agent at least two business days prior to
the Special Meeting (or May 3, 2023). You may tender your shares by either delivering your share certificate to the transfer agent
or by delivering your shares electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system.
If you hold your shares in street name, you will need to instruct your bank, broker or other nominee to withdraw the shares from your
account in order to exercise your redemption rights.
We
are not permitted to use the proceeds placed in the Trust Account and the interest earned thereon to pay any excise taxes or any other
similar fees or taxes in nature that may be imposed on us pursuant to any current, pending or future rules or laws, including without
limitation any excise tax due imposed under the Inflation Reduction Act (IRA) of 2022 (H.R. 5376) on any redemptions or stock buybacks
by the Company. For the avoidance of doubt, the proceeds placed in the Company’s Trust Account and the interest earned thereon
will not be used to pay for any excise tax due under the IRA in connection with any redemptions of the Company’s Class A common
stock prior to or in connection with its initial business combination.
As
of April 24, 2023, there was approximately $119,853,888 in the Trust Account. If the Extension Amendment is approved, the
redemption price per share will be approximately $10.41 per share (after deducting taxes payable). The closing price of the
Company’s Class A common stock on April 20, 2023 was $10.43. The Company cannot assure stockholders that they will
be able to sell their shares of the Company’s Class A common stock in the open market, even if the market price per share is higher
than the redemption price stated above, as there may not be sufficient liquidity in its securities when such stockholders wish to sell
their shares.
If
the Extension Amendment proposal is not approved and we do not consummate a business combination by May 9, 2023, as contemplated by our
IPO prospectus and in accordance with our Charter, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly
as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account, including any interest not previously released to
us (net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public
shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive
further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of our remaining stockholders and the Board of directors, dissolve and liquidate, subject (in the case of (ii)
and (iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
There will be no distribution from the Trust Account with respect to our warrants, which will expire worthless in the event of our winding
up. In the event of a liquidation, our Sponsor, our officers and directors and our other initial stockholders will not receive any monies
held in the Trust Account as a result of their ownership of the Founder Shares or the Private Placement Units.
Subject
to the foregoing, the affirmative vote of the holders of at least sixty-five percent (65%) of all then outstanding shares of the Common
Stock, including the Founder Shares and the shares underlying the Private Placement Units, will be required to approve the Extension
Amendment proposal. The approval of the Extension Amendment is essential to the implementation of the Board’s plan to extend the
date by which we must consummate our initial business combination. Notwithstanding stockholder approval of the Extension Amendment, the
Board will retain the right to abandon and not implement the Extension Amendment at any time without any further action by our stockholders.
Our
board has fixed the close of business on April 12, 2023 as the record date for determining the Company stockholders entitled to
receive notice of and vote at the Special Meeting and any adjournment thereof. Only holders of record of the Company’s Common Stock
on that date are entitled to have their votes counted at the Special Meeting or any adjournment thereof.
After
careful consideration of all relevant factors, the Board has determined that each of the proposals are advisable and recommends that
you vote or give instruction to vote “FOR” such proposals.
Voting
Rights and Revocation of Proxies
The
record date with respect to this solicitation is the close of business on April 12, 2023 and only stockholders of record at that
time will be entitled to vote at the Special Meeting and any adjournment or adjournments thereof. The Company’s warrants do not
have voting rights.
The
shares of the Company’s common stock (“Common Stock”), which term inclues the Company’s shares of Class
A Common Stock (the “Class A common stock”), and shares of Class B Common Stock (the “Class B common stock”)
represented by all validly executed proxies received in time to be taken to the Special Meeting and not previously revoked will be voted
at the meeting. This proxy may be revoked by the stockholder at any time prior to its being voted by filing with the Secretary of the
Company either a notice of revocation or a duly executed proxy bearing a later date. We intend to release this Proxy Statement and the
enclosed proxy card to our stockholders on or about April 25, 2023.
Dissenters’
Right of Appraisal
Holders
of shares of our Common Stock do not have appraisal rights under Delaware law or under the governing documents of the Company in connection
with this solicitation.
Outstanding
Shares and Quorum
The
number of outstanding shares of Common Stock entitled to vote at the Special Meeting is 15,066,875.
Each share of Common Stock is entitled to one vote. The presence in person or by proxy at the Special Meeting of the holders
of 7,533,438 shares, or a majority of the shares of capital stock issued and outstanding
and entitled to vote, represented in person or by proxy, shall constitute a quorum. There is no cumulative voting. Shares that abstain
or for which the authority to vote is withheld on certain matters (so-called “broker non-votes”) will be treated as present
for quorum purposes on all matters.
Broker
Non-Votes
Holders
of shares of our Common Stock that are held in street name must instruct their bank or brokerage firm that holds their shares how to
vote their shares. If a stockholder does not give instructions to his or her bank or brokerage firm, it will nevertheless be entitled
to vote the shares with respect to “routine” items, but it will not be permitted to vote the shares with respect to “non-routine”
items. In the case of a non-routine item, such shares will be considered “broker non-votes” on that proposal.
Proposal
1 (Extension Amendment) is a matter that we believe will be considered “non-routine.”
Proposal
2 (Adjournment) is a matter that we believe will be considered “routine.”
Banks
or brokerages cannot use discretionary authority to vote shares on Proposal 1 if they have not received instructions from their clients.
Please submit your vote instruction form so your vote is counted.
Required
Votes for Each Proposal to Pass
Assuming
the presence of a quorum at the Special Meeting:
Proposal |
|
Vote
Required |
|
Broker Discretionary Vote Allowed |
Extension
Amendment |
|
Sixty-five
percent (65%) of all outstanding shares of the Common Stock |
|
No |
Adjournment |
|
Majority
of the outstanding common shares represented by attendance or by proxy and entitled to vote thereon at the Special Meeting |
|
Yes |
Abstentions
will count as a vote against each of the proposals.
The Sponsor, the
Company’s officers and directors and their respective affiliates, as well as the other members of the Sponsor Group, are expected
to vote any Common Stock over which they have voting control (including any public shares owned by them) in favor of the Extension Amendment
proposal. On the record date, the 3,509,375 insider shares represented approximately
23.3% of the Company’s issued and outstanding
Common Stock.
Interests
of the Company’s Directors and Officers
When
you consider the recommendation of the Board, you should keep in mind that our Sponsor, officers and directors have interests that may
be different from, or in addition to, your interests as a stockholder. These interests include, among other things:
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unless
PTWO consummates an initial business combination, the Sponsor and PTWO’s officers, directors will not receive reimbursement
for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the amount of available proceeds from the
PTWO IPO and private placement not deposited in the Trust Account; |
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with
certain limited exceptions, PTWO’s founder shares will not be transferred, assigned, sold or released from escrow until the
earlier of (A) six months after the completion of our initial business combination or (B) subsequent to the business combination,
(x) if the last reported sale price of our Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends,
reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150
days after our initial business combination or (y) the date on which we complete a liquidation, merger, capital stock exchange, reorganization
or other similar transaction that results in all of our stockholders having the right to exchange their shares of Common Stock for
cash, securities or other property; |
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the
Sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable
target company or on terms less favorable to public stockholders rather than liquidate; |
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based
on the difference in the purchase price of $0.0087
that the Sponsor paid for the
Founder Shares, as compared to the purchase price of $10.00 per public unit sold in the IPO, the Sponsor may earn a positive rate
of return even if the share price of the combined company after the Closing falls below the price initially paid for the public units
in the PTWO IPO and the public investors experience a negative rate of return following the Closing of the SBC Business Combination; |
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the
fact that the Sponsor paid an aggregate of $25,000 (or approximately $0.0087
per share) for their 2,875,000 Founders Shares and such securities had a value
of $29,986,250 based on the closing price of the Company’s Class A Common
Stock on April 20, 2023. Further,
the Founder Shares have no redemption rights upon PTWO’s liquidation and will be worthless if no business combination is effected;
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the
fact that the Sponsor currently hold 634,375
private units which were purchased
at a price of $10.00 per unit, or an aggregate value of $6,343,750,
and which have no redemption rights upon PTWO’s liquidation and will be worthless if no business combination is effected; and |
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the
fact that the Sponsor Group has agreed not to redeem any of the Founder Shares in connection with a stockholder vote to approve a
proposed initial business combination. |
Additionally,
if the Extension Amendment proposal is approved and the Company consummates an initial business combination, the officers and directors
may have additional interests that would be described in the proxy statement for such transaction.
We
may not be able to complete an initial business combination with a U.S. target company since such initial business combination may be
subject to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment in
the United States (CFIUS), or ultimately prohibited.
Certain
of our directors are citizens of countries other than the United States. In addition, SBC, the company with which we entered into the
Merger Agreement, is a Japanese company with operations in Japan and certain of its directors are citizens of countries other than the
United States. While we believe that the nature of PTWO’s business, and the nature of the businesses of SBC, should not make the
transaction subject to U.S. foreign regulations or review by a U.S. government entity, it is possible that the SBC Business Combination
may be subject to a CFIUS review, the scope of which was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”),
to include certain non-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even
with no underlying U.S. business. FIRRMA, and subsequent implementing regulations that are now in force, also subjects certain categories
of investments to mandatory filings. If the SBC Business Combination falls within CFIUS’s jurisdiction, we may determine that we
are required to make a mandatory filing or that we will submit a voluntary notice to CFIUS, or to proceed with the initial business combination
without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination. CFIUS may decide to block
or delay our initial business combination, impose conditions to mitigate national security concerns with respect to such initial business
combination or order us to divest all or a portion of a U.S. business of the combined company without first obtaining CFIUS clearance,
which may limit the attractiveness of or prevent us from pursuing certain initial business combination opportunities that we believe
would otherwise be beneficial to us and our shareholders. As a result, the pool of potential targets with which we could complete an
initial business combination may be limited and we may be adversely affected in terms of competing with other special purpose acquisition
companies which do not have similar foreign ownership issues.
Moreover,
the process of government review, whether by the CFIUS or otherwise, could be lengthy and we have limited time to complete our initial
business combination. If we cannot complete our initial business combination by May 9, 2023 (or February 9, 2024 if the Extension Amendment
proposal is approved by the stockholders) because the review process drags on beyond such timeframe or because our initial business combination
is ultimately prohibited by CFIUS or another U.S. government entity, we may be required to liquidate. This will also cause you to lose
the investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation
in the combined company.
If
we are deemed to be an investment company, we may be required to institute burdensome compliance requirements and our activities may
be restricted and, as a result, we may abandon our efforts to consummate a business combination and liquidate the Company.
On
March 30, 2022, the SEC issued proposed rules relating to, among other matters, a safe harbor for SPACs from the definition of “investment
company” under Section 3(a)(1)(A) of the Investment Company Act, provided that they satisfy certain conditions that limit a SPAC’s
duration, asset composition, business purpose and activities. The duration component of the proposed safe harbor rule would require a
SPAC to file a report on Form 8-K with the SEC announcing that it has entered into an agreement with the target company (or companies)
to engage in an initial business combination no later than 18 months after the effective date of the SPAC’s registration statement
for its initial public offering. The SPAC would then be required to complete its initial business combination no later than 24 months
after the effective date of its registration statement for its initial public offering.
Although
that proposed safe harbor rule has not yet been adopted, the SEC has indicated there are serious questions concerning the applicability
of the Investment Company Act to a SPAC that does not complete its initial business combination within the proposed time frame set forth
in the proposed safe harbor rule. We have entered into a definitive initial business combination agreement within 18 months after August
8, 2022 (the effective date of our IPO registration statement) and may not complete our initial business combination within 24 months
of such date. As a result, it is possible that a claim could be made that we have been operating as an unregistered investment company.
If
we are deemed to be an investment company under the Investment Company Act, our activities would be severely restricted. In addition,
we would be subject to burdensome compliance requirements. We do not believe that our principal activities will subject us to regulation
as an investment company under the Investment Company Act. However, if we are deemed to be an investment company and subject to compliance
with and regulation under the Investment Company Act, we would be subject to additional regulatory burdens and expenses for which we
have not allotted funds. As a result, unless we are able to modify our activities so that we would not be deemed an investment company,
we would expect to abandon our efforts to complete an initial business combination and instead to liquidate the Company. If we are required
to liquidate the Company, our investors would not be able to realize the benefits of owning shares in a successor operating business,
including the potential appreciation in the value of our shares and warrants following such a transaction, and our warrants would expire
worthless.
We
may be subject to the Excise Tax included in the Inflation Reduction Act of 2022 in connection with redemptions of our Common Stock after
December 31, 2022.
On
August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022 (the “IR Act”), which, among
other things, imposes a 1% excise tax on any publicly traded domestic corporation that repurchases its stock after December 31, 2022
(the “Excise Tax”). The Excise Tax is imposed on the fair market value of the repurchased stock, with certain exceptions.
Because we are a Delaware corporation and our securities are trading on Nasdaq, we are a “covered corporation” within the
meaning of the IR Act. While not free from doubt, absent any further guidance from the U.S. Department of the Treasury (the “Treasury”),
who has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the Excise
Tax, the Excise Tax may apply to any redemptions of our common stock after December 31, 2022, including redemptions in connection with
an initial business combination, extension vote or otherwise, unless an exemption is available. The Excise Tax would be payable by the
Company and not by the redeeming holders. Generally, issuances of securities by us in connection with an initial business combination
transaction (including any PIPE transaction at the time of an initial business combination), as well as any other issuances of securities
not in connection with our initial business combination, would be expected to reduce the amount of the Excise Tax in connection with
redemptions occurring in the same calendar year, but the number of securities redeemed may exceed the number of securities issued.
Whether
and to what extent the Company would be subject to the Excise Tax in connection with a business combination, extension vote or otherwise
would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the business
combination, extension vote or otherwise, (ii) the structure of a business combination, (iii) the nature and amount of any “PIPE”
or other equity issuances in connection with a business combination (or otherwise issued not in connection with a business combination
but issued within the same taxable year of a business combination) and (iv) the content of regulations and other guidance from the Treasury.
Consequently, the Excise Tax may make a transaction with us less appealing to potential business combination targets. Finally, based
on recently issued interim guidance from the Internal Revenue Service and Treasury, subject to certain exceptions, the Excise Tax should
not apply in the event of our liquidation.
We
are not permitted to use the proceeds placed in the Trust Account and the interest earned thereon to pay any excise taxes or any other
similar fees or taxes in nature that may be imposed on us pursuant to any current, pending or future rules or laws, including without
limitation any excise tax due imposed under the IR Act on any redemptions or stock buybacks by the Company. For the avoidance of doubt,
the proceeds placed in the Company’s Trust Account and the interest earned thereon will not be used to pay for any excise tax due
under the IRA in connection with any redemptions of the Company’s Class A common stock prior to or in connection with its initial
business combination.
Voting
Procedures
Each
share of our Common Stock that you own in your name entitles you to one vote on each of the proposals for the Special Meeting. Your proxy
card shows the number of shares of our Common Stock that you own.
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You
can vote your shares in advance of the Special Meeting by completing, signing, dating and returning the enclosed proxy card in the
postage-paid envelope provided. If you hold your shares in “street name” through a broker, bank or other nominee, you
will need to follow the instructions provided to you by your broker, bank or other nominee to ensure that your shares are represented
and voted at the Special Meeting. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will
vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to
vote your shares, your shares of our Common Stock will be voted as recommended by the Board of directors. Our board of directors
recommends voting “FOR” the Extension Amendment proposal and the Adjournment proposal. |
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You
can attend the Special Meeting and vote telephonically even if you have previously voted by submitting a proxy. However, if your
shares of Common Stock are held in the name of your broker, bank or other nominee, you must get a proxy from the broker, bank or
other nominee. That is the only way we can be sure that the broker, bank or nominee has not already voted your shares of Common Stock. |
Solicitation
of Proxies
Your
proxy is being solicited by the Board on the proposals being presented to stockholders at the Special Meeting. The Company has agreed
to pay Advantage Proxy its customary fee and out-of-pocket expenses. The Company will reimburse Advantage Proxy for reasonable out-of-pocket
expenses and will indemnify Advantage Proxy and its affiliates against certain claims, liabilities, losses, damages and expenses. In
addition to these mailed proxy materials, our directors and officers may also solicit proxies in person, by telephone or by other means
of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage
firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. You may contact Advantage Proxy at:
Advantage
Proxy
P.O.
Box 13581
Des
Moines, WA 98198
Toll-Free:
877-870-8565
Collect:
206-870-8565
Email:
KSmith@advantageproxy.com
The
cost of preparing, assembling, printing and mailing this Proxy Statement and the accompanying form of proxy, and the cost of soliciting
proxies relating to the Special Meeting, will be borne by the Company.
Some
banks and brokers have customers who beneficially own Common Stock listed of record in the names of nominees. We intend to request banks
and brokers to solicit such customers and will reimburse them for their reasonable out-of-pocket expenses for such solicitations. If
any additional solicitation of the holders of our outstanding Common Stock is deemed necessary, we (through our directors and officers)
anticipate making such solicitation directly.
Delivery
of Proxy Materials to Households
Only
one copy of this Proxy Statement will be delivered to an address where two or more stockholders reside with the same last name or whom
otherwise reasonably appear to be members of the same family based on the stockholders’ prior express or implied consent.
We
will deliver promptly upon written or oral request a separate copy of this Proxy Statement. If you share an address with at least one
other stockholder, currently receive one copy of our Proxy Statement at your residence, and would like to receive a separate copy of
our Proxy Statement for future stockholder meetings of the Company, please specify such request in writing and send such written request
to Pono Capital Two, Inc., 643 Ilalo St. #102, Honolulu, Hawaii 96813; Attention: Secretary, or call the Company promptly at (808) 892-6611.
If
you share an address with at least one other stockholder and currently receive multiple copies of our Proxy Statement, and you would
like to receive a single copy of our Proxy Statement, please specify such request in writing and send such written request to Pono Capital
Two, Inc., 643 Ilalo St. #102, Honolulu, Hawaii 96813; Attention: Secretary.
Conversion
Rights
Pursuant
to our currently existing charter, any holders of our public shares may demand that such shares be converted for a pro rata share of
the aggregate amount on deposit in the trust account, less taxes payable, calculated as of two business days prior to the Special Meeting.
Public stockholders may seek to have their shares redeemed regardless of whether they vote for or against the proposals and whether or
not they are holders of our Common Stock as of the record date. If you properly exercise your conversion rights, your shares will cease
to be outstanding and will represent only the right to receive a pro rata share of the aggregate amount on deposit in the trust account
which holds the proceeds of our IPO (calculated as of two business days prior to the Special Meeting). For illustrative purposes, based
on funds in the trust account of approximately $119,853,888 on April 24, 2023, the estimated per share conversion price
would have been approximately $10.41 (after deducting taxes payable).
In
order to exercise your conversion rights, you must:
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submit
a request in writing prior to 5:00 p.m., Eastern Time on May 3, 2023 (two business days before the Special Meeting) that we
convert your public shares for cash to Continental Stock Transfer & Trust Company, our transfer agent, at the following address: |
Continental
Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, NY 10004
Attn: Mark Zimkind
E-mail: spacredemptions@continentalstock.com
and
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deliver
your public shares either physically or electronically through The Depository Trust Company to our transfer agent at least two business
days before the Special Meeting. Stockholders seeking to exercise their conversion rights and opting to deliver physical certificates
should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. It is our understanding
that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, we
do not have any control over this process and it may take longer than two weeks. Stockholders who hold their shares in street name
will have to coordinate with their broker, bank or other nominee to have the shares certificated or delivered electronically. If
you do not submit a written request and deliver your public shares as described above, your shares will not be redeemed. |
Any
demand for conversion, once made, may be withdrawn at any time until the deadline for exercising conversion requests (and submitting
shares to the transfer agent) and thereafter, with our consent. If you delivered your shares for conversion to our transfer agent and
decide within the required timeframe not to exercise your conversion rights, you may request that our transfer agent return the shares
(physically or electronically). You may make such request by contacting our transfer agent at the address or contact information listed
above.
Prior
to exercising conversion rights, stockholders should verify the market price of our Common Stock, as they may receive higher proceeds
from the sale of their Common Stock in the public market than from exercising their conversion rights if the market price per share is
higher than the conversion price. We cannot assure you that you will be able to sell your shares of our Common Stock in the open market,
even if the market price per share is higher than the conversion price stated above, as there may not be sufficient liquidity in our
Common Stock when you wish to sell your shares.
If
you exercise your conversion rights, your shares of our Common Stock will cease to be outstanding immediately prior to filing of the
Extension Amendment with the Delaware Secretary of State (assuming the Extension Amendment is approved) and will only represent the right
to receive a pro rata share of the aggregate amount on deposit in the trust account. You will no longer own those shares and will have
no right to participate in, or have any interest in, the future growth of the Company, if any. You will be entitled to receive cash for
these shares only if you properly and timely request conversion.
If
the Extension Amendment is not approved and we do not consummate an initial business combination by May 9, 2023, we will be required
to dissolve and liquidate our trust account by returning the then remaining funds in such account to the public stockholders and our
warrants to purchase Common Stock will expire worthless.
Holders
of outstanding units must separate the underlying public shares and public warrants prior to exercising conversion rights with respect
to the public shares.
If
you hold units registered in your own name, you must deliver the certificate for such units to Continental Stock Transfer & Trust
Company with written instructions to separate such units into public shares and public warrants. This must be completed far enough in
advance to permit the mailing of the public share certificates back to you so that you may then exercise your conversion rights with
respect to the public shares upon the separation of the public shares from the units.
If
a broker, dealer, commercial bank, trust company or other nominee holds your units, you must instruct such nominee to separate your units.
Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company. Such written instructions
must include the number of units to be split and the nominee holding such units. Your nominee must also initiate electronically, using
DTC’s deposit withdrawal at custodian (DWAC) system, a withdrawal of the relevant units and a deposit of an equal number of public
shares and public warrants. This must be completed far enough in advance to permit your nominee to exercise your conversion rights with
respect to the public shares upon the separation of the public shares from the units. While this is typically done electronically the
same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your public shares
to be separated in a timely manner, you will likely not be able to exercise your conversion rights.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information with respect to the beneficial ownership of our voting securities by (i) each person who
is known by us to be the beneficial owner of more than 5% of our issued and outstanding shares of Common Stock, (ii) each of our officers
and directors, and (iii) all of our officers and directors as a group as of the record date. The percentages below are based on 15,066,875
shares of Common Stock issued and outstanding, including 12,191,875 shares of Class A common stock, and 2,875,000 shares of Class B common
stock. The following table does not reflect record of beneficial ownership of the warrants included in the units or the private warrants
issued pursuant to the Company’s initial public offering as these warrants are not exercisable until the consummation of the Company’s
initial business combination.
| |
| | |
Approximate | |
| |
| | |
Percentage of | |
| |
Number of Shares Beneficially | | |
Outstanding Common | |
Name and Address of Beneficial Owner(1) | |
Owned | | |
Stock | |
Darryl Nakamoto | |
| 0 | | |
| 0 | % |
Allison Van Orman | |
| 0 | | |
| 0 | % |
Dustin Shindo(2) | |
| 3,509,375 | | |
| 23.29 | % |
Kotaro Chiba | |
| 0 | | |
| 0 | % |
Mike Sayama | |
| 0 | | |
| 0 | % |
Trisha Nomura | |
| 0 | | |
| 0 | % |
All directors and executive officers as a group (6 individuals) | |
| 3,509,375 | | |
| 23.29 | % |
Mehana Capital LLC(2) | |
| 3,509,375 | | |
| 23.29 | % |
* Less
than one percent.
(1) |
Unless
otherwise noted, the business address of each of the following entities or individuals is c/o Pono Capital Two, Inc., 643 Ilalo St.
#102, Honolulu, Hawaii 96813. |
(2) |
Includes
2,875,000 shares of Class B common stock which are convertible into Class A common stock on a one-for-one basis at the time of our
initial business combination. Mehana Capital LLC, the Sponsor, is the record holder of the securities reported herein. Dustin Shindo
is the control person of the Sponsor, and possesses all voting power. By virtue of this relationship, Dustin Shindo may be deemed
to share beneficial ownership of the securities held of record by our sponsor. Dustin Shindo disclaims any such beneficial ownership
except to the extent of his respective pecuniary interest. |
PROPOSAL
1: THE EXTENSION AMENDMENT
This
is a proposal to amend (the “Extension Amendment”) PTWO’s Third Amended and Restated Certificate of Incorporation
(as amended, the “Charter”), to extend the date by which PTWO has to consummate a business combination from May 9,
2023 to February 9, 2024 (the “Extended Date”). The Extension Amendment proposal is essential to the overall implementation
of the Company’s plan to allow the Company more time to complete the proposed SBC Business Combination. All stockholders are encouraged
to read the proposed Extension Amendment in its entirety for a more complete description of its terms. A copy of the proposed Extension
Amendment is attached hereto as Annex A.
All
holders of the Company’s public shares, whether they vote for or against the Extension Amendment or do not vote at all, will be
permitted to redeem all or a portion of their public shares into their pro rata portion of the trust account, provided that the Extension
Amendment is approved. Holders of public shares do not need to be a holder of record on the record date in order to exercise redemption
rights.
Pursuant
to our currently existing charter, any holders of our public shares may demand that such shares be converted for a pro rata share of
the aggregate amount on deposit in the trust account, less taxes payable, calculated as of two business days prior to the Special Meeting.
Public stockholders may seek to have their shares redeemed regardless of whether they vote for or against the proposals and whether or
not they are holders of our Common Stock as of the record date. If you properly exercise your conversion rights, your shares will cease
to be outstanding and will represent only the right to receive a pro rata share of the aggregate amount on deposit in the trust account
which holds the proceeds of our IPO (calculated as of two business days prior to the Special Meeting).
For
illustrative purposes, based on funds in the trust account of approximately $119,853,888 on April 24, 2023, the estimated
per share conversion price would have been approximately $10.41 (after deducting taxes payable). The closing price of the
Company’s Common Stock on April 20, 2023 was $10.43. The Company cannot assure stockholders that they will be able
to sell their shares of the Company’s Common Stock in the open market, even if the market price per share is higher than the redemption
price stated above, as there may not be sufficient liquidity in its securities when such stockholders wish to sell their shares.
Reasons
for the Proposed Extension Amendment
The
purpose of the Extension Amendment is to allow the Company more time to complete the SBC Business Combination (as defined below). Our
Charter provides that the Company has until May 9, 2023 (or such later date as described below, the “Termination Date”)
to complete an initial business combination. In the event that the Company has not consummated an initial business combination by that
date, the Board may extend the period of time to consummate a business combination nine times, by an additional one (1) month, provided
that (i) the Sponsor (or its affiliates or permitted designees), upon five business days of advance notice prior to the Termination Date,
will deposit into the Trust Account $379,500 ($0.033 per public share) for such extension, or $3,415,500 ($0.297 per public share) in
the aggregate for the full nine months. If the Extension Amendment is approved, the Termination Date will be extended to February 9,
2024 for no additional amount to be paid by the Sponsor into the Trust Account. As a result of this, the Company expects that
there will be significant redemptions at the Special Meeting.
On
January 31, 2023, we entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among us, Pono
Two Merger Sub, Inc., a Delaware corporation and our wholly-owned subsidiary (“Merger Sub”), SBC Medical Group Holdings
Incorporated, a Delaware corporation (“SBC”), Mehana Capital, LLC, in its capacity as Purchaser Representative, and
Yoshiyuki Aikawa, in his capacity as Seller Representative.
Pursuant
to the Merger Agreement, at the closing of the transactions contemplated by the Merger Agreement, Merger Sub will merge with and into
SBC, with SBC continuing as the surviving corporation. The transactions contemplated by the Merger Agreement are referred to herein as
the “SBC Business Combination.”
As
a condition to closing of the SBC Business Combination, SBC will complete certain restructuring transactions pursuant to which SBC Medical
Group Co., Ltd., a Japanese corporation (“SBC-Japan”) and certain related entities which carry on the business of
SBC-Japan and such other related entities, will become subsidiaries of SBC.
As
consideration for the SBC Business Combination, the holders of SBC securities as of the closing of the SBC Business Combination, collectively
will be entitled to receive from us, in the aggregate, a number of our securities with an aggregate value equal to (a) $1,200,000,000,
minus (b) the amount, if any, by which $3,000,000 exceeds SBC’s Net Working Capital, plus (c) the amount, if any, by which SBC’s
Net Working Capital exceeds $3,000,000, minus (d) the aggregate amount of any outstanding indebtedness (minus cash held by SBC) of SBC
at Closing, minus (e) specified transaction expenses of SBC associated with the SBC Business Combination.
Please
see the Current Report on Form 8-K we filed with the SEC on February 2, 2023 for additional information.
PTWO
and the other parties to the Merger Agreement are working towards satisfaction of the conditions to complete the SBC Business Combination,
including the necessary filings with the U.S. Securities and Exchange Commission related to the transaction, but there will not be sufficient
time before the Termination Date to consummate the SBC Business Combination. Accordingly, PTWO’s board of directors (the “Board”)
has determined that, given PTWO’s expenditure of time, effort and money on identifying SBC as a target business and completing
the SBC Business Combination, it is in the best interests of its stockholders to approve the Extension Amendment to allow for additional
time to consummate the SBC Business Combination if needed, and, assuming that the Extension Amendment is so approved and the Charter
is amended, PTWO believes it will have sufficient time to consummate the SBC Business Combination before the Extended Date.
If
the Extension Amendment is approved and the Board determines that PTWO will not be able to consummate an initial business combination
by the Extended Date and does not to seek any further extension to consummate a business combination, PTWO would then look to wind up
the Company’s affairs and redeem 100% of the outstanding public shares.
As
of the date hereof, PTWO’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within
the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940 (the “Investment Company Act”), with
a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof.
There is uncertainty under the Investment Company Act whether certain special purpose acquisition companies, or “SPACs,”
with trust account assets held in securities, that do not consummate an initial business combination within 24 months after the effective
date the SPAC’s IPO registration statement, would fall within the definition of “investment company” under Section
3(a)(1)(A) of the Investment Company Act. PTWO’s IPO registration statement became effective on August 4, 2022. Due to this uncertainty,
PTWO intends to convert all of the assets held in the Trust Account into cash prior to August 4, 2024 to ensure that PTWO does not fall
within the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act.
In
connection with the Extension Amendment, public stockholders may elect (the “Election”) to redeem their shares for
a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously
released to PTWO to pay franchise and income taxes, divided by the number of then outstanding public shares, regardless of whether such
public stockholders vote “FOR” or “AGAINST” the Extension Amendment, and an Election can also be made by public
stockholders who do not vote, or do not instruct their broker or bank how to vote, at the Special Meeting. Public stockholders may make
an Election regardless of whether such public stockholders were holders as of the record date. Each redemption of shares by our public
stockholders will decrease the amount in our Trust Account, which held approximately $119,853,888 of marketable securities as
of April 24, 2023. In addition, public stockholders who do not make the Election would be entitled to have their shares redeemed
for cash if PTWO has not completed a business combination by the Extended Date and does not to seek any further extension to consummate
a business combination. Mehana Capital LLC, our sponsor (the “Sponsor”), our officers and directors and the representative
of the underwriters in the our initial public offering (collectively, the “Sponsor Group”) hold the right to vote
over an aggregate of 3,509,375 shares of Common Stock which include 2,875,000 shares of our Class B Common Stock, which
we refer to as the “Founder Shares,” that were issued prior to our initial public offering (“IPO”)
and 634,375 shares of Class A common stock that make part of the units, which we refer to as the “Private Placement Units,”
that were purchased by our Sponsor in a private placement which occurred simultaneously with the completion of the IPO.
Subject to applicable
securities laws (including with respect to material nonpublic information), the Company or the initial stockholders or any of their respective
affiliates may (i) purchase public shares from institutional and other investors (including those who elect to redeem, or indicate an
intention to redeem, public shares), (ii) enter into transactions with such investors and others to provide them with incentives to not
redeem their public shares, or (iii) execute agreements to purchase such public shares from such investors or enter into non-redemption
agreements. In the event that the initial stockholders or any of their respective affiliates purchase public shares in situations in
which the tender offer rules restrictions on purchases would apply, they (a) would purchase the public shares at a price no higher than
the price offered through the Company’s redemption process (i.e., approximately $10.41 per share, based on the amounts held in the
Trust Account as of April 24, 2023 after the release of interest income to be used by the Company to pay its income and franchise tax
obligations); (b) would represent in writing that such public shares will not be voted in favor of approving the Extension Amendment
proposal; and (c) would waive in writing any redemption rights with respect to the public shares so purchased.
To the extent
any such purchases by the initial stockholders or any of their respective affiliates are made in situations in which the tender offer
rules restrictions on purchases apply, we will disclose in a Current Report on Form 8-K prior to the Special Meeting the following: (i)
the number of public shares purchased outside of the redemption offer, along with the purchase price(s) for such public shares; (ii)
the purpose of any such purchases; (iii) the impact, if any, of the purchases on the likelihood that the Extension Amendment proposal
will be approved; (iv) the identities of the securityholders who sold to the initial stockholders or any of their respective affiliates
(if not purchased on the open market) or the nature of the securityholders (e.g., 5% security holders) who sold such public shares; and
(v) the number of shares of common stock for which the Company has received redemption requests pursuant to its redemption offer.
The purpose of
such share purchases and other transactions would be to increase the likelihood of otherwise limiting the number of public shares electing
to redeem. If such transactions are effected, the consequence could be to cause the Extension Amendment proposal to be effectuated in
circumstances where such effectuation could not otherwise occur. Consistent with SEC guidance, purchases of shares by the persons described
above would not be permitted to be voted for Extension Amendment proposal at the Special Meeting and could decrease the chances that
the Extension Amendment proposal would be approved. In addition, if such purchases are made, the public “float” of our securities
and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation,
listing or trading of our securities on a national securities exchange.
The Company hereby
represents that any Company securities purchased by the initial stockholders or any of their respective affiliates in situations in which
the tender offer rules restrictions on purchases would apply would not be voted in favor of approving the Extension Amendment proposal.
If
PTWO does not implement the Extension Amendment, it will not redeem any public shares submitted for redemption solely in connection with
the Special Meeting.
To
exercise your redemption rights, you must tender your shares to the Company’s transfer agent at least two business days prior to
the Special Meeting (or May 3, 2023). You may tender your shares by either delivering your share certificate to the transfer agent
or by delivering your shares electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system.
If you hold your shares in street name, you will need to instruct your bank, broker or other nominee to withdraw the shares from your
account in order to exercise your redemption rights.
We
are not permitted to use the proceeds placed in the Trust Account and the interest earned thereon to pay any excise taxes or any other
similar fees or taxes in nature that may be imposed on us pursuant to any current, pending or future rules or laws, including without
limitation any excise tax due imposed under the Inflation Reduction Act (IRA) of 2022 (H.R. 5376) on any redemptions or stock buybacks
by the Company. For the avoidance of doubt, the proceeds placed in the Company’s Trust Account and the interest earned thereon
will not be used to pay for any excise tax due under the IRA in connection with any redemptions of the Company’s Class A common
stock prior to or in connection with its initial business combination.
As
of April 24, 2023, there was approximately $119,853,888 in the Trust Account. If the Extension Amendment is approved, the
redemption price per share will be approximately $10.41 per share (after deducting taxes payable). The closing price of the
Company’s Class A common stock on April 20, 2023 was $10.43. The Company cannot assure stockholders that they will
be able to sell their shares of the Company’s Class A common stock in the open market, even if the market price per share is higher
than the redemption price stated above, as there may not be sufficient liquidity in its securities when such stockholders wish to sell
their shares.
If
the Extension Amendment proposal is not approved and we do not consummate a business combination by May 9, 2023, as contemplated by our
IPO prospectus and in accordance with our Charter, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly
as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account, including any interest not previously released to
us (net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public
shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive
further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of our remaining stockholders and the Board of directors, dissolve and liquidate, subject (in the case of (ii)
and (iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
There will be no distribution from the Trust Account with respect to our warrants, which will expire worthless in the event of our winding
up. In the event of a liquidation, our Sponsor, our officers and directors and our other initial stockholders will not receive any monies
held in the Trust Account as a result of their ownership of the Founder Shares or the Private Placement Units.
Required
Vote
Subject
to the foregoing, the affirmative vote of the holders of at least sixty-five percent (65%) of all then outstanding shares of the Common
Stock, including the Founder Shares and the shares underlying the Private Placement Units, will be required to approve the Extension
Amendment proposal. The approval of the Extension Amendment is essential to the implementation of the Board’s plan to extend the
date by which we must consummate our initial business combination. Notwithstanding stockholder approval of the Extension Amendment, the
Board will retain the right to abandon and not implement the Extension Amendment at any time without any further action by our stockholders.
Our
board has fixed the close of business on April 12, 2023 as the record date for determining the Company stockholders entitled to
receive notice of and vote at the Special Meeting and any adjournment thereof. Only holders of record of the Company’s Common Stock
on that date are entitled to have their votes counted at the Special Meeting or any adjournment thereof.
The
Sponsor, the Company’s officers and directors and their respective affiliates, as well as the other members of the Sponsor Group,
are expected to vote any Common Stock over which they have voting control (including any public shares owned by them) in favor of the
Extension Amendment proposal. On the record date, the 3,509,375 insider shares represented approximately 23.29% of the Company’s
issued and outstanding Common Stock.
Recommendation
The
Company’s board of directors recommends that you vote “FOR” the Extension Amendment proposal.
PROPOSAL
2: THE ADJOURNMENT PROPOSAL
The
adjournment proposal, if adopted, will request the chairperson of the special meeting (who has agreed to act accordingly) to adjourn
the Special Meeting to a later date or dates to permit further solicitation of proxies. The adjournment proposal will only be presented
to our stockholders in the event, based on the tabulated votes, there are not sufficient votes at the time of the Special Meeting to
approve the other proposal in this Proxy Statement. If the adjournment proposal is not approved by our stockholders, the chairperson
of the meeting will not exercise his or her ability to adjourn the Special Meeting to a later date (which he or she would otherwise have
as the chairperson) in the event, based on the tabulated votes, there are not sufficient votes at the time of the Special Meeting to
approve the other proposal.
Required
Vote
If
a majority of the shares present in person or by proxy and voting on the matter at the Special Meeting vote for the adjournment proposal,
the chairperson of the special meeting will exercise his or her power to adjourn the Special Meeting as set out above.
Recommendation
The
Company’s board of directors recommends that you vote “FOR” the adjournment proposal.
WHERE
YOU CAN FIND MORE INFORMATION
The
Company files annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet
web site that contains reports, proxy and information statements, and other information regarding issuers, including us, that file electronically
with the SEC. The public can obtain any documents that we file electronically with the SEC at www.sec.gov.
This
Proxy Statement describes the material elements of relevant contracts, exhibits and other information attached as annexes to this Proxy
Statement. Information and statements contained in this Proxy Statement are qualified in all respects by reference to the copy of the
relevant contract or other document included as an annex to this document.
You
may obtain additional copies of this Proxy Statement, at no cost, and you may ask any questions you may have about the Extension Amendment
or the Adjournment proposals by contacting us at the following address or telephone number:
Pono
Capital Two, Inc.
643
Ilalo St. #102
Honolulu,
Hawaii 96813
(808)
892-6611
You
may also obtain these documents at no cost by requesting them in writing or by telephone from the Company’s proxy solicitation
agent at:
Advantage
Proxy
P.O.
Box 13581
Des
Moines, WA 98198
Toll-Free:
877-870-8565
Collect:
206-870-8565
Email:
KSmith@advantageproxy.com
In
order to receive timely delivery of the documents in advance of the Special Meeting, you must make your request for information no later
than April 28, 2023.
Annex
A
Charter
Amendment
AMENDMENT
TO THE
THIRD
AMENDED AND RESTATED
CERTIFICATE
OF INCORPORATION OF
PONO
CAPITAL TWO, INC.
[●],
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 filed with the
Secretary of State of the State of Delaware on March 11, 2022. The amended and restated certificate of incorporation of the Corporation
was filed with the Secretary of State of the State of Delaware on May 17, 2022. The second amended and restated certificate of incorporation
of the Corporation was filed with the Secretary of State of the State of Delaware on August 2, 2022. The Third Amended and Restated Certificate
of Incorporation (the “Amended and Restated Certificate”) was filed with the Secretary of State of Delaware on August
4, 2022.
2.
This Amendment to the Amended and Restated Certificate amends the Amended and Restated Certificate.
3.
This Amendment to the Amended and Restated Certificate was duly adopted by the Board of Directors of the Corporation and the stockholders
of the Corporation in accordance with Section 242 of the General Corporation Law of the State of Delaware.
4.
The text of Section 9.1(b) of Article IX of the Amended and Restated Certificate is hereby amended and restated to read in full as follows:
“(b)
Immediately after the Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering (including
the proceeds of any exercise of the underwriters’ over-allotment option, if any) and certain other amounts specified in the Corporation’s
registration statement on Form S-1, initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on June
14, 2022, as amended (the “Registration Statement”), shall be deposited in a trust account (the “Trust Account”),
established for the benefit of the Public Stockholders (as defined below) pursuant to a trust agreement described in the Registration
Statement (the “Trust Agreement”). Except for the withdrawal of interest to pay taxes, none of the funds held in the Trust
Account (including the interest earned on the funds held in the Trust Account) will be released from the Trust Account until the earliest
to occur of (i) the completion of the initial Business Combination, (ii) the redemption of 100% of the Offering Shares (as defined below)
if the Corporation is unable to complete its initial Business Combination within 18 months from the closing of the Offering (or, if the
Office of the Delaware Division of Corporations shall not be open for business (including filing of corporate documents) on such date
the next date upon which the Office of the Delaware Division of Corporations shall be open) (the “Deadline Date”) and (iii)
the redemption of shares in connection with a stockholder vote to amend any provisions of this Amended and Restated Certificate (a) to
modify the substance or timing of the Corporation’s obligation to provide for the redemption of the Offering Shares in connection
with an initial Business Combination or to redeem 100% of such shares if the Corporation has not consummated an initial Business Combination
by the Deadline Date or (b) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination
activity (as described in Section 9.7). Holders of shares of Common Stock included as part of the units sold in the Offering (the “Offering
Shares”) (whether such Offering Shares were purchased in the Offering or in the secondary market following the Offering and whether
or not such holders are the Sponsor or officers or directors of the Corporation, or affiliates of any of the foregoing) are referred
to herein as “Public Stockholders.”“
IN
WITNESS WHEREOF, Pono Capital Two, Inc. has caused this Amendment to the Amended and Restated Certificate to be duly executed in its
name and on its behalf by an authorized officer as of the date first set above.
Pono
Capital Two, Inc.
By: |
|
|
Name: |
Darryl
Nakamoto |
|
Title: |
Chief
Executive Officer |
|
PROXY
CARD
PONO
CAPITAL TWO, INC.
PROXY
FOR THE SPECIAL MEETING OF STOCKHOLDERS
THIS
PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Important
Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on May 5, 2023: The Proxy Statement
is available from our proxy solicitor at:
ADVANTAGE
PROXY
P.O.
Box 13581
Des
Moines, WA 98198
Toll
Free: (877) 870-8565
Collect:
(206) 870-8565
Email:
ksmith@advantageproxy.com
The
undersigned hereby appoints Darryl Nakamoto and Dustin Shindo, and each of them, as proxies, with full power of substitution, of the
undersigned to attend the Special Meeting of Stockholders (the “Special Meeting”) of Pono Capital Two, Inc. (the “Company”),
to be held via teleconference as described in the Proxy Statement on May 5, 2023 at 10:00 a.m. Eastern Time, and
any postponement or adjournment thereof, and to vote as if the undersigned were then and there personally present on all matters set
forth in the Notice of Special Meeting, dated April 24, 2023 (the “Notice”), a copy of which has been received
by the undersigned, as follows:
1. |
PROPOSAL
1. EXTENSION AMENDMENT — APPROVAL TO AMEND THE COMPANY’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION (AS AMENDED)
TO EXTEND THE DATE BY WHICH THE COMPANY HAS TO CONSUMMATE A BUSINESS COMBINATION FROM MAY 9, 2023 TO FEBRUARY 9, 2024. |
For
☐ Against ☐ Abstain ☐
2. |
PROPOSAL
2. ADJOURNMENT — APPROVAL TO DIRECT THE CHAIRPERSON OF THE SPECIAL MEETING TO ADJOURN THE SPECIAL MEETING TO A LATER DATE OR
DATES, IF NECESSARY, TO PERMIT FURTHER SOLICITATION AND VOTE OF PROXIES IF, BASED UPON THE TABULATED VOTE AT THE TIME OF THE SPECIAL
MEETING, THERE ARE NOT SUFFICIENT VOTES TO APPROVE PROPOSAL 1. |
For ☐
Against ☐ Abstain ☐
NOTE:
IN HIS DISCRETION, THE PROXY HOLDER IS AUTHORIZED TO VOTE UPON SUCH OTHER MATTER OR MATTERS THAT MAY PROPERLY COME BEFORE THE SPECIAL
MEETING AND ANY ADJOURNMENT(S) THEREOF.
THIS
PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFIC INDICATION ABOVE. IN THE ABSENCE OF SUCH INDICATION, THIS PROXY WILL BE VOTED “FOR”
EACH PROPOSAL AND, AT THE DISCRETION OF THE PROXY HOLDER, ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE SPECIAL MEETING OR ANY
POSTPONEMENT OR ADJOURNMENT THEREOF.
Dated: |
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Signature
of Stockholder |
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PLEASE
PRINT NAME |
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Certificate
Number(s) |
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Total
Number of Shares Owned |
Sign
exactly as your name(s) appears on your stock certificate(s). A corporation is requested to sign its name by its President or other authorized
officer, with the office held designated. Executors, administrators, trustees, etc., are requested to so indicate when signing. If a
stock certificate is registered in two names or held as joint tenants or as community property, both interested persons should sign.
PLEASE
COMPLETE THE FOLLOWING:
I
plan to attend the Special Meeting (Circle one): Yes No
Number
of attendees: ____________
PLEASE
NOTE:
STOCKHOLDER
SHOULD SIGN THE PROXY PROMPTLY AND RETURN IT IN THE ENCLOSED ENVELOPE AS SOON AS POSSIBLE TO ENSURE THAT IT IS RECEIVED BEFORE THE SPECIAL
MEETING. PLEASE INDICATE ANY ADDRESS OR TELEPHONE NUMBER CHANGES IN THE SPACE BELOW.
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