Filing Details
- Accession Number:
- 0001140361-24-025527
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2024-05-10 20:15:56
- Reporting Period:
- 2024-05-08
- Accepted Time:
- 2024-05-10 20:15:56
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1930313 | Pono Capital Two Inc. | PTWO | Services-Offices & Clinics Of Doctors Of Medicine (8011) | 881263511 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 2010768 | Partnership Investment Hd Group Medical Sbc For Fund Target Zuu | 3-6-28 Aobadai, Meguroku Tokyo M0 154-0042 | No | No | No | No | |
| 2010776 | Zuu Co. Ltd. | 3-6-28 Aobadai, Meguroku Tokyo M0 154-0042 | No | No | No | No | |
| 2010795 | Zuu Funders Co. Ltd. | 3-6-28 Aobadai, Meguroku Tokyo M0 154-0042 | No | No | No | No | |
| 2010816 | Kazumasa Tomita | 3-6-28 Aobadai, Meguroku Tokyo M0 154-0042 | No | No | No | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Acquisiton | 2024-05-08 | 1 | $13.00 | 1,457,723 | No | 4 | P | Indirect | See footnote |
| Class A Common Stock | Acquisiton | 2024-05-10 | 311 | $13.00 | 1,458,034 | No | 4 | P | Indirect | See footnote |
| Class A Common Stock | Acquisiton | 2024-05-10 | 1 | $13.00 | 1,458,035 | No | 4 | P | Indirect | See footnote |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | P | Indirect | See footnote |
| No | 4 | P | Indirect | See footnote |
| No | 4 | P | Indirect | See footnote |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Class A Common Stock | Warrants to purchase Class A Common Stock | Acquisiton | 2024-05-10 | 1 | $0.00 | 1 | $11.50 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 71,341 | No | 4 | P | Indirect |
Footnotes
- The Reporting Persons acquired 1 unit, which consists of one share of Class A Common Stock and one redeemable warrant, and each warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share.
- The reported securities are held directly by ZUU Funders Co. Ltd. ("Funders") and may be deemed to be held indirectly by ZUU Target Fund for SBC Medical Group HD Investment Partnership (the "Fund"), ZUU Co. Ltd. ("ZUU"), and Kazumasa Tomita ("Mr. Tomita" and, together with Funders, the Fund, and ZUU, the "Reporting Persons"). Funders is the operating partner of the Fund and a wholly-owned subsidiary of ZUU. ZUU is majority owned and controlled by Mr. Tomita. The filing of this Form 4 shall not be construed as an admission that the Reporting Persons are or were for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owners of any of the securities of the issuer reported herein. Pursuant to Rule 16a-1, the Reporting Persons disclaim such beneficial ownership, except to the extent of their pecuniary interest.
- The warrants become exercisable on the later of (i) 30 days after the completion of the issuer's initial business combination and (ii) 12 months from the effective date of the registration statement on Form S-1 (File No. 333-265571) for registrant's initial public offering.
- The warrants expire five years after the completion of the issuer's initial business combination or earlier upon redemption or liquidation, as described in the issuer's prospectus filed with the U.S. Securities and Exchange Commission.
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