Financial Performance - The Company reported a net income of $196,786 for the three months ended June 30, 2023, resulting from interest and dividend income of $836,888, offset by operating costs of $430,842 and taxes [134]. - For the six months ended June 30, 2023, the Company had a net income of $810,119, with interest and dividend income totaling $2,101,363, and total operating costs of $805,330 [135]. - The Company has incurred a loss from operations of $861,821 for the six months ended June 30, 2023, and net cash used in operating activities was $1,315,001 [145]. Cash and Working Capital - As of June 30, 2023, the Company had $974,921 in cash held outside of the Trust Account and a working capital deficit of $280,468 [145]. Business Combination Plans - The Company intends to complete its initial business combination by February 9, 2024, or face mandatory liquidation [145]. - The Company entered into a Merger Agreement with SBC Medical Group Holdings Incorporated, with a total consideration of $1,200,000,000, subject to adjustments based on SBC's Net Working Capital [125]. - The Company held a Special Meeting on May 8, 2023, where stockholders approved an extension for the business combination deadline and redeemed 9,577,250 shares of Class A common stock, leaving approximately $20 million in the trust account [127]. Initial Public Offering (IPO) - The Company generated gross proceeds of $115,000,000 from its Initial Public Offering of 11,500,000 units on August 9, 2022 [141]. - The underwriters exercised the over-allotment option to purchase an additional 1,500,000 Units at an offering price of $10.00 per Unit, totaling $15,000,000 [150]. - A cash underwriting discount of $0.17 per Unit was paid to the underwriters, amounting to $1,955,000 in total [151]. - The Sponsor provided a non-interest bearing loan of $300,000 to cover Initial Public Offering expenses, which was fully repaid at the closing of the Initial Public Offering on August 9, 2022 [152]. Administrative Expenses - The Company incurred $30,000 and $60,000 in administrative support fees for the three and six months ended June 30, 2023, respectively, paid to Mehana Capital LLC [149]. - The Company has not incurred any fees to Mehana Capital LLC for administrative services for the three months ended June 30, 2022 [149]. Accounting and Financial Reporting - Net income (loss) per share is calculated by dividing net income (loss) by the weighted-average number of shares outstanding, with no consideration for the effect of Public and Placement Warrants [160]. - The Company recognizes changes in redemption value of redeemable common stock immediately and adjusts the carrying value accordingly [159]. - The underwriters will receive an additional deferred fee of $0.35 per unit, totaling $4,025,000, payable only if a business combination is completed [151]. - Management does not anticipate that recently issued accounting standards will materially affect the Company's financial statements [161]. Business Operations - The Company has not yet selected a business combination target and has not engaged in any operations or generated revenues to date [121].

Financial Performance - The Company reported a net income of $613,333 for the three months ended March 31, 2023, from interest and dividend income of $1,264,475, offset by operating costs of $374,488 and taxes [124]. - The Company incurred a loss from operations of $388,447 for the three months ended March 31, 2023 [134]. - The Company expects to need additional capital to satisfy liquidity needs beyond the net proceeds from the Initial Public Offering [134]. - The Company incurred $30,000 for administrative services from Mehana Capital LLC for the three months ended March 31, 2023, compared to $0 for the same period in 2022 [139]. Cash and Working Capital - As of March 31, 2023, the Company had $217,348 in cash outside of the Trust Account and a working capital surplus of $191,841 [134]. - The Company intends to use substantially all funds in the trust account to complete its initial business combination [132]. Initial Public Offering - The Company generated gross proceeds of $115,000,000 from its Initial Public Offering of 11,500,000 units on August 9, 2022 [128]. - The underwriters exercised the over-allotment option to purchase an additional 1,500,000 Units at an offering price of $10.00 per Unit, totaling $15,000,000 [140]. - A cash underwriting discount of $0.17 per Unit was paid to the underwriters, amounting to $1,955,000 in total [141]. - The underwriters will receive a deferred fee of $0.35 per unit, totaling $4,025,000, payable only if a business combination is completed [141]. Business Combination - The Business Combination with SBC Medical Group Holdings Incorporated is valued at approximately $1,200,000,000, subject to adjustments based on SBC's Net Working Capital [117]. - The Company has until February 9, 2024, to consummate a business combination, or it will face mandatory liquidation [134]. - The Company held a Special Meeting on May 8, 2023, where stockholders approved an extension for the business combination deadline [119]. - The Company has not engaged in any operations or generated revenues to date, focusing on identifying a target for business combination [123]. Stock Redemption and Accounting - The Company has a redemption feature for Class A common stock sold in the Initial Public Offering, which allows for redemption in connection with liquidation or business combination events [148]. - The Company will not redeem Public Shares if it causes net tangible assets to fall below $5,000,001 [148]. - Net income (loss) per share is calculated by dividing net income (loss) by the weighted-average number of shares outstanding, with no consideration for the effect of Public and Placement Warrants [150]. - The Company recognizes changes in redemption value of redeemable common stock immediately and adjusts the carrying value accordingly [148]. - The Company has agreed to pay $10,000 per month for administrative services until the consummation of a business combination or liquidation [139]. - Management does not anticipate that recently issued accounting standards will materially affect the Company's financial statements [151].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to ______________ Commission File Number: 001-41462 PONO CAPITAL TWO, INC. (Exact name of registrant as specified in its charter) | Delaware | 88-11922 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q | Delaware | 88-1192288 | | --- | --- | | (State or other jurisdiction | (IRS Employer | | of incorporation or organization) | Identification No.) | 643 Ilalo St. #102 Honolulu, Hawaii 96813 Telephone: (808) 892-6611 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (State or other jurisdiction of incorporation or organization) Identification No.) 643 Ilalo St. #102 Honolulu, Hawaii 96813 Telephone: (808) 892-6611 (Address, including zip code, and telephone numb ...