Pono Capital Two(PTWO)

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Pono Capital Two(PTWO) - 2025 Q1 - Quarterly Report
2025-05-15 13:00
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number: 001-41462 SBC Medical Group Holdings Incorporated (Exact Name of Registrant as Specified in Its Charter) | Delaware | 88 ...
Pono Capital Two(PTWO) - 2025 Q1 - Quarterly Results
2025-05-15 13:00
Financial Performance - Total revenues for the first quarter of 2025 were $47 million, reflecting a 14% year-over-year decrease due to the discontinuation of the staffing business and divestitures[4] - Net income attributable to SBC Medical Group increased by 15% year-over-year to $22 million, compared to $19 million in the same period of 2024[6] - EBITDA for the first quarter of 2025 was $25 million, representing a 3% year-over-year decrease, with an EBITDA margin of 52%, up from 46% in the first quarter of 2024[4] - Total revenues for the three months ended March 31, 2025, were $47,328,701, a decrease of 13.7% compared to $54,808,042 for the same period in 2024[17] - Net income attributable to SBC Medical Group Holdings Incorporated increased to $21,502,446, up 14.7% from $18,757,752 in the prior year[17] - EBITDA for the three months ended March 31, 2025, was $24,830,378, with an EBITDA margin of 52%, compared to an EBITDA of $25,479,362 and a margin of 46% in 2024[23] - Operating expenses decreased to $13,531,010, down 10.1% from $15,058,490 in the previous year[17] - The company reported a gain on redemption of life insurance policies amounting to $8,746,138, which was not present in the prior year[17] - Interest income rose to $55,333, compared to $17,689 in the same period last year, reflecting a significant increase[17] - The company reported a total other income of $7,249,333, significantly higher than $2,741,315 in the same period last year[17] Customer Metrics - The number of partner clinics increased to 251 as of March 31, 2025, an increase of 36 clinics from the previous year[4] - The total number of customers in the last twelve months ended March 31, 2025, was 6.1 million, marking a 14% year-over-year increase[4] - The repeat rate for customers who visited franchisee clinics twice or more was 71%[4] Profitability and Margins - Operating margin improved from 45% in the first quarter of 2024 to 51% in the first quarter of 2025[3] - Return on equity was 41%, representing a year-over-year decrease of 10 percentage points[4] Strategic Focus - SBC Medical is focusing on strategic expansion and optimizing profitability through revised pricing strategies and adapting to market dynamics[3] - The company aims to build a scalable franchise model while accelerating expansion across domestic and international markets[3] Cash and Other Financial Adjustments - Cash and cash equivalents at the end of the period increased to $132,055,823, compared to $96,181,550 at the end of the same period in 2024[21] - The company experienced a foreign currency translation adjustment resulting in other comprehensive income of $9,808,327, compared to a loss of $10,193,852 in 2024[17] - Net cash provided by operating activities was $1,928,621, a decrease from $3,682,175 in the prior year[20]
Pono Capital Two(PTWO) - 2024 Q4 - Annual Report
2025-03-28 13:12
Service Contracts and Consulting - The company entered into service contracts with Medical Corporation Association Furinkai and Junikai for operational and management consulting services, with fees of JPY 60,000,000 and JPY 1,700,000 per month respectively [54][60]. - The effective period for the service contracts with Furinkai is from September 1, 2024, to August 31, 2027, while the contract with Junikai is from September 1, 2023, to August 31, 2027 [58][61]. - The consulting services include strategies for customer acquisition, operational efficiency, and development of new treatment methods related to cosmetic dermatology [57][62]. - The company provides a range of consulting services, including legal, accounting, and information system management, to support the operational needs of medical facilities [56]. - The company is involved in the development and introduction of new treatment technologies as part of its service contracts [54]. Revenue and Financial Performance - Franchising revenue increased to $61,033,032 in 2024 from $42,103,380 in 2023, representing a growth of approximately 44.9% [103]. - Procurement revenue rose slightly to $54,814,399 in 2024 compared to $53,186,662 in 2023, indicating a growth of about 3.1% [103]. - Management services revenue decreased to $53,113,155 in 2024 from $72,282,549 in 2023, reflecting a decline of approximately 26.5% [103]. - Total revenues for the company reached $205,415,542 in 2024, up from $193,542,423 in 2023, marking an increase of about 6.5% [103]. - The company generated over 90% of its revenue from management services to Medical Corporations (MCs) under franchise agreements, totaling $195,173,889 for the year ended December 31, 2024, compared to $182,738,049 in 2023, representing an increase of approximately 6.4% [144][145]. Customer Engagement and Satisfaction - The company has developed a customer rewards program with three tiers: silver, gold, and diamond, incentivizing customer loyalty through points that can be redeemed for discounts [81]. - The franchisee clinics have an average repeat customer rate of over 71%, with a total of over 6.0 million customers globally in 2024 [105]. - The patient base of franchisee clinics increased from 3.0 million in 2021 to approximately 3.9 million in 2024, reflecting a growing demand for cosmetic procedures [112]. - Customer satisfaction ratings improved by 15%, reflecting the success of recent service enhancements [229]. Market Expansion and Growth Strategy - The company plans to pursue a disciplined new clinic growth strategy, aiming to increase the number of franchisee clinics to enhance revenue generation [109]. - The company is expanding its market presence with new clinics, including the "SBC Itaewon Beauty Clinic" and "SBC Nara Beauty Clinic," aimed at increasing customer reach [226]. - Future guidance indicates a projected revenue increase of 15% year-over-year, driven by new service offerings and market expansion [226]. - The company is exploring potential acquisitions to further strengthen its market position and diversify its offerings [227]. Technology and Innovation - The company utilizes advanced technologies, including AI and simulation technology, to enhance training and operational efficiency at franchisee clinics [87]. - The company is investing in research and development for new technologies to improve customer experience and operational efficiency [226]. - The company is focusing on machine learning to enhance surgical procedures and improve medical audit systems [1]. - The company is developing a machine learning model for auditing and analyzing treatment processes, which is currently pending [1][2]. Compliance and Regulatory Environment - The company is subject to various laws and regulations in Japan, including the Act on the Protection of Personal Information (APPI), which imposes requirements on the handling of personal data [160]. - The company must obtain prior consent from customers before transferring sensitive personal data, such as medical records, as mandated by the APPI [163]. - The company is subject to extensive regulations globally, which could impact operations if licenses or permits are not obtained or retained [153]. - The company has identified material weaknesses in its internal control environment, including insufficient training and lack of effective monitoring and oversight [150]. Internal Controls and Management - Management is implementing changes to strengthen internal controls, including hiring personnel with accounting experience and enhancing the segregation of duties [151][152]. - The Company recorded a misappropriation loss of $409,030 for the year ended December 31, 2023, due to funds misappropriated by a former manager [148]. - Approximately JPY632 million ($5.6 million) was misappropriated from the Company, with the former manager receiving about JPY335 million ($3.0 million) between April 2016 and January 2024 [147]. Patents and Intellectual Property - The Company holds registered patents and trademarks in Japan, with a significant number of applications filed with the International Bureau of the World Intellectual Property Organization [216]. - The company has filed multiple patent applications in Japan related to hair growth treatments, with applications dated August 25, 2023, including JP2023-136726, JP2023-136730, and JP2023-136731 [1][2][3]. - The company is expanding its patent portfolio in the aesthetic medicine field, with multiple applications pending in Japan [1][2]. Future Outlook and Projections - The company provided an optimistic outlook for Q4 2023, projecting revenue growth of 15% to 18% [229]. - The company has set ambitious performance guidance for the next quarter, aiming for a revenue increase of 20% compared to the previous quarter [228]. - The company anticipates a strong performance in the next fiscal year, with guidance suggesting a revenue increase of approximately 20% [227].
Pono Capital Two(PTWO) - 2024 Q4 - Annual Results
2025-03-28 11:45
Financial Performance - Total revenues for Q4 2024 were $44 million, a 29% year-over-year decrease, while full year revenues reached $205 million, a 6% year-over-year increase[4][6]. - Gross profit for Q4 2024 was $34 million, a 22% year-over-year decrease, and for the full year, it was $156 million, a 14% year-over-year increase[4][6]. - Net income attributable to SBC Medical Group for Q4 2024 was $7 million, a 54% year-over-year decrease, while for the full year, it was $47 million, an 18% year-over-year increase[4][6][7]. - EBITDA for Q4 2024 was $21 million, a 22% year-over-year decrease, while for the full year, it was $89 million, an 8% year-over-year increase[4][6]. - Total revenues for 2024 reached $205.42 million, an increase of 6.4% compared to $193.54 million in 2023[31]. - Net income attributable to SBC Medical Group Holdings for 2024 was $46.61 million, up from $39.37 million in 2023, reflecting an increase of 18.0%[31]. - Gross profit for 2024 was $156.05 million, compared to $137.30 million in 2023, indicating a growth of 13.6%[31]. - Operating expenses for 2024 totaled $85.75 million, compared to $66.64 million in 2023, an increase of 28.6%[31]. - Basic and diluted net income per share for 2024 was $0.48, compared to $0.42 in 2023, reflecting an increase of 14.3%[31]. - Total comprehensive income for 2024 was $30.01 million, up from $26.65 million in 2023, an increase of 12.5%[31]. - The EBITDA for the year ended December 31, 2024, was $89,162,052, an increase from $82,907,008 in 2023, with an EBITDA margin of 43%[38]. Cash Flow and Liabilities - Cash provided by operating activities was $20.58 million in 2024, down from $50.67 million in 2023, a decrease of 59.4%[34]. - The company reported a foreign currency translation adjustment loss of $16.56 million in 2024, compared to a loss of $12.86 million in 2023[31]. - Total liabilities decreased to $71.06 million in 2024 from $114.99 million in 2023, a reduction of 38.3%[29]. - The company reported net cash paid for income taxes of $30,239,002 in 2024, compared to $17,842,407 in 2023[36]. - Borrowings from related parties decreased to $5,481,787 in 2024 from $12,310,106 in 2023[36]. - Cash paid for interest expense decreased to $28,300 in 2024 from $45,292 in 2023[36]. - The company reported a net increase in cash and cash equivalents of $22,021,160 for the year, compared to $51,284,938 in the previous year[36]. - The cash and cash equivalents at the end of the year were $125,044,092, up from $103,022,932 at the beginning of the year[36]. Business Expansion and Strategy - The number of partner clinics increased to 251 as of December 31, 2024, representing an increase of 43 clinics from the previous year[4]. - The company plans to revise its franchise fee structure starting in April 2025 to support long-term expansion of its franchise clinic network[12][13]. - SBC Medical acquired Aesthetic Healthcare Holdings Pte. in Singapore, establishing a strategic business hub in Asia[9]. - The company expects the aesthetic dermatology market to continue expanding in FY2025, despite anticipated intensified competition[12]. Equity and Impairment - Stockholders' equity increased to $195.02 million in 2024, up from $143.81 million in 2023, representing a growth of 35.6%[29]. - The company incurred an impairment loss of $15,058,965 for the year ended December 31, 2024, with no such loss reported in 2023[38]. - Return on equity for the full year 2024 was 28%, representing a year-over-year decrease of 4 percentage points[4].
Pono Capital Two(PTWO) - 2024 Q3 - Quarterly Report
2024-11-13 21:30
Financial Performance - For the three months ended September 30, 2024, the company generated revenues of $53,084,883, a 12.28% increase from $47,278,685 in the same period of 2023[174]. - Net income attributable to SBC Medical Group Holdings Incorporated for the three months ended September 30, 2024, was $2,832,894, a decrease of 66.10% from $8,356,414 in the same period of 2023[174]. - Revenues, net for the nine months ended September 30, 2024, increased by 22.72% to $160,995,005 from $131,192,729 in 2023[196]. - Net income for the nine months ended September 30, 2024, was $40,142,008, representing an increase of $15,811,044 or 64.98% from the same period in 2023[211]. - Net income for the three months ended September 30, 2024, was $2,834,467, a decrease of $5,223,324 or 64.82% from $8,057,791 in 2023[193]. Revenue Breakdown - Royalty income increased by 82.28% to $15,688,528 for the three months ended September 30, 2024, from $8,606,999 in the same period of 2023[180]. - Procurement services revenue rose by 96.12% to $17,571,299 for the three months ended September 30, 2024, compared to $8,959,689 in the same period of 2023[181]. - Management services revenue decreased by 47.27% to $12,110,764 for the three months ended September 30, 2024, from $22,969,187 in the same period of 2023[181]. - Rental services revenue increased by 208.32% to $4,124,774 for the three months ended September 30, 2024, from $1,337,803 in the same period of 2023[182]. - Royalty income rose by $19,979,012 or 78.52% to $45,425,052 for the nine months ended September 30, 2024, attributed to changes in billing and business expansion of main customers[198]. - Procurement services revenue increased by $9,640,957 or 27.81% to $44,303,891 for the nine months ended September 30, 2024, driven by higher demand for medical materials[199]. - Management services revenue decreased to $44,471,031, down by $9,222,917 or 17.18% compared to the same period in 2023[200]. - Rental services revenue increased to $11,195,888, up by $6,514,675 or 139.17% compared to the same period in 2023[201]. Operating Expenses and Profitability - Cost of revenues decreased to $9,845,793 for the three months ended September 30, 2024, down from $13,780,309 in 2023, primarily due to the discontinuation of clinic operation staff supporting services[183]. - Gross profit increased by $9,740,714 or 29.08% to $43,239,090 for the three months ended September 30, 2024, driven by higher royalty income and procurement services[184]. - Operating expenses surged to $29,404,487 for the three months ended September 30, 2024, an increase of $15,929,353 or 118.21% from $13,475,134 in 2023, mainly due to stock-based compensation and consulting fees[185]. - Gross profit increased to $122,178,140, an increase of $28,241,477 or 30.06% compared to the same period in 2023[203]. - Operating expenses increased to $56,592,092, up by $9,326,188 or 19.73% compared to the same period in 2023[204]. Cash Flow and Liquidity - The company reported cash flow provided by operating activities of $27,886,231 for the nine months ended September 30, 2024, compared to $22,753,983 for the same period in 2023[174]. - Cash and cash equivalents as of September 30, 2024, were $137,393,070, an increase of $34,370,138 or 33.77% compared to the beginning of the period[217]. - Net cash provided by operating activities was $27,886,231, reflecting an increase of $5,132,248 or 22.56% compared to the same period in 2023[218]. - Net cash provided by financing activities for the nine months ended September 30, 2024, was $11,584,038, compared to $6,262,589 for the same period in 2023, primarily due to proceeds from recapitalization of Pono Shares[220]. - The company anticipates obtaining additional funds through indebtedness or equity financings to meet long-term liquidity needs[215]. Taxation - Income tax expense decreased by $2,738,878 or 21.05% to $10,273,384 for the three months ended September 30, 2024, reflecting a reduction in income before tax[191]. - The effective tax rate increased to 78.38% for the three months ended September 30, 2024, from 61.76% in 2023, primarily due to stock-based compensation recognition[192]. - The effective tax rate decreased to 40.44% from 51.35% in the previous year, a reduction of 10.91 percentage points[210]. Corporate Developments - The company plans to expand its "Shonan Beauty Clinic" brand in Japan, Vietnam, and the United States, aiming for global growth[175]. - The company has entered into an agreement to acquire 100% equity interest of Aesthetic Healthcare Holdings for approximately SGD$7.8 million (equivalent to approximately US$6.0 million)[221]. - The company has restated its previously reported consolidated balance sheets and statements of operations for the years ended December 31, 2022, and 2021, as well as for the nine months ended September 30, 2023, and 2022[224]. - Misappropriations of funds amounted to approximately JPY632 million ($5.6 million), with the former director receiving approximately JPY335 million ($3.0 million) from April 2016 until the discovery in January 2024[222]. Accounting and Reporting - The company generates revenue from various sources, including franchising, procurement, management services, and rental services, with specific revenue recognition policies under ASC Topics 606 and 842[231][242]. - The company accounts for stock-based compensation awards in accordance with ASC Topic 718, recognizing costs based on estimated fair value on the grant date and amortizing over the requisite service period[249]. - The fair value of warrants is determined using the binomial option pricing model, with significant estimates related to forecasted revenues and cash flows[250]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements, including auditor attestation requirements[251]. - The JOBS Act exempts emerging growth companies from complying with new or revised financial accounting standards until private companies are required to do so[252]. - The company is also classified as a "smaller reporting company," which allows it to provide only two years of audited financial statements[253]. - The company will remain a smaller reporting company until the market value of its common stock held by non-affiliates exceeds $250 million or annual revenue exceeds $100 million with a market value exceeding $700 million[253]. - As a smaller reporting company, the company is not required to provide certain disclosures about market risk[254]. Foreign Exchange and Risk - The unfavorable impacts of foreign exchange rate changes on net revenues were $2,570,776 for the three months ended September 30, 2024[179]. - The company is exposed to foreign currency exchange rate fluctuations, primarily due to operations in Japan and revenues and costs denominated in Japanese yen[228].
Pono Capital Two(PTWO) - 2024 Q3 - Quarterly Results
2024-11-13 21:30
Financial Performance - Total revenues for Q3 2024 were $53 million, a 12% increase from $47 million in Q3 2023[2] - Total revenues for the nine months ended September 30, 2024 were $160 million, representing a 23% increase from $131 million in the same period of 2023[10] - Net income for Q3 2024 was $2 million, down from $8 million in Q3 2023, while net income for the nine months was $40 million, a 60% increase from $25 million in the same period of 2023[4][5] - Gross profit for the nine months ended September 30, 2024, was $122,178,140, up 30% from $93,936,663 in the prior year[26] - Net income attributable to SBC Medical Group Holdings Incorporated for the three months ended September 30, 2024, was $2,832,894, down from $8,356,414 in the same period of 2023[26] - Comprehensive income attributable to SBC Medical Group Holdings Incorporated for the nine months ended September 30, 2024, was $41,575,160, compared to $5,626,457 in the prior year[26] - Net income for September 2024 was $40,142,008, an increase of 64.5% compared to $24,330,964 in September 2023[27] Operating Metrics - EBITDA for the nine months ended September 30, 2024 was $68 million, a 21% increase from the same period in 2023, with an EBITDA margin of 42%[4] - EBITDA for the three months ended September 2024 was $14,852,962, with an EBITDA margin of 28%, down from 49% in the same period last year[29] - Income from operations for the three months ended September 30, 2024, was $13,834,603, a decrease from $20,023,242 in the same period of 2023[26] - Total operating expenses for the nine months ended September 30, 2024, were $56,592,092, compared to $47,265,904 in the previous year[26] - Operating expenses increased to $29,404,487 for the three months ended September 30, 2024, compared to $13,475,134 in the same period last year, reflecting a significant rise in selling, general, and administrative expenses[26] Cash Flow and Liquidity - Cash and cash equivalents totaled $137.4 million as of September 30, 2024, up from $103 million at the end of 2023[13] - Net cash provided by operating activities was $27 million for the nine months ended September 30, 2024, a 23% increase from $22 million in the same period of 2023[14] - Net cash provided by operating activities increased to $27,886,231 in September 2024 from $22,753,983 in September 2023, representing a growth of 22.4%[27] - Cash and cash equivalents at the end of the period reached $137,393,070, up from $77,430,969 a year earlier, indicating a 77.5% increase[28] - The net cash used in investing activities was $(5,554,039) in September 2024, compared to a net cash provided of $8,659,196 in September 2023[28] Balance Sheet Highlights - Total assets increased to $296,478,592 as of September 30, 2024, up from $258,805,271 on December 31, 2023, representing a growth of approximately 14.5%[24] - Current assets rose to $202,099,828, compared to $165,905,926 at the end of 2023, marking an increase of about 21.7%[24] - Total liabilities decreased to $90,958,168 from $114,995,022, a reduction of about 20.9%[24] - Stockholders' equity surged to $205,520,424, up from $143,810,249, indicating an increase of approximately 43%[24] - Retained earnings improved to $182,923,786, compared to $142,848,732, showing a growth of about 28.1%[24] Other Key Metrics - The number of partner clinics increased to 224 as of September 30, 2024, up by 24 from the previous year[5] - The number of customers in the last twelve months reached 4.3 million, reflecting a year-over-year increase of 13.5%[6] - Return on equity for the nine months ended September 30, 2024 was 31%, a year-over-year increase of one percentage point[7] - Interest income for the nine months ended September 30, 2024, was $37,283, down from $86,345 in the same period of 2023[26] - The company emphasizes sustainable growth supported by a clear capital policy and a robust balance sheet[9]
Pono Capital Two(PTWO) - 2024 Q2 - Quarterly Report
2024-08-16 20:15
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to ______________ Commission File Number 001-41462 PONO CAPITAL TWO, INC. (Exact name of registrant as specified in its charter) | --- | --- | |--------- ...
Pono Capital Two(PTWO) - 2024 Q1 - Quarterly Report
2024-05-20 20:17
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to ______________ PONO CAPITAL TWO, INC. (Exact name of registrant as specified in its charter) | | | (State or other jurisdiction of incorporation or o ...
Pono Capital Two(PTWO) - 2023 Q4 - Annual Report
2024-03-19 01:51
For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to ______________ Commission File Number: 001-41462 PONO CAPITAL TWO, INC. (Exact name of registrant as specified in its charter) Delaware 88-1192288 ( ...
Pono Capital Two(PTWO) - 2023 Q3 - Quarterly Report
2023-11-14 02:35
Financial Performance - For the three months ended September 30, 2023, the company reported a net loss of $104,535, resulting from operating and formation costs of $282,917, franchise tax expense of $40,444, and income tax expense of $47,418, partially offset by interest and dividend income of $266,244 [125]. - For the nine months ended September 30, 2023, the company had a net income of $705,584, primarily from interest and dividend income of $2,367,607, offset by total expenses of $1,661,023 [126]. - For the nine months ended September 30, 2023, the Company reported a loss from operations of $1,185,182 and net cash used in operating activities of $1,715,587 [138]. - The company incurred total expenses of $1,088,247 for the nine months ended September 30, 2023, primarily due to operating and formation costs [126]. Cash and Trust Account - As of September 30, 2023, the company had approximately $20 million remaining in the trust account after stockholders redeemed 9,577,250 shares of Class A common stock [119]. - As of September 30, 2023, the Company had $574,336 in cash held outside of the Trust Account and a working capital deficit of $643,843 [138]. - For the nine months ended September 30, 2023, net cash used in operating activities was $1,715,587, with interest and dividends earned on marketable securities of $2,367,607 [129]. Business Combination and Merger - The company entered into a merger agreement with SBC Medical Group Holdings Incorporated, with a total consideration of $1,000,000,000, subject to adjustments based on SBC's net working capital and outstanding indebtedness [117]. - The company approved an extension to consummate a business combination until February 9, 2024, without additional payment from the sponsor [119]. - The Company has until February 9, 2024, to consummate a business combination, or it will face mandatory liquidation and potential dissolution [138]. Initial Public Offering (IPO) - The company raised gross proceeds of $115,000,000 from its Initial Public Offering, with $117,875,000 placed in a trust account for future business combinations [134][136]. - The underwriters exercised an over-allotment option to purchase an additional 1,500,000 Units at an offering price of $10.00 per Unit, totaling $15,000,000 [143]. - A cash underwriting discount of $1,955,000 was paid to the underwriters upon the closing of the Initial Public Offering [144]. - The Company has a promissory note from the Sponsor for up to $300,000 to cover Initial Public Offering expenses, which was fully repaid at the closing of the Initial Public Offering [145]. Costs and Expenses - The Company has incurred significant costs in pursuit of financing and acquisition plans, and expects to need additional capital beyond the net proceeds from the Initial Public Offering [138]. - The Company incurred $90,000 in administrative support fees for the nine months ended September 30, 2023, paid to Mehana Capital LLC [142]. Stock and Redemption - The Company recognizes changes in redemption value of Class A common stock immediately and adjusts the carrying value to equal the redemption value at the end of each reporting period [151]. - The calculated net income (loss) per share is the same for Class A and Class B common stock, with no consideration for the effect of Public and Placement Warrants in the calculation [152].