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 [126]. - 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 [127]. - 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 [138]. 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 [138]. - The Company approved an extension to consummate a business combination until February 9, 2024, with stockholders redeeming 9,577,250 shares of Class A common stock, leaving approximately $20 million in the trust account [122]. Business Combination and Financing - The Company intends to use substantially all funds in the trust account to complete its initial business combination, with a deadline of February 9, 2024, to consummate such a transaction [137]. - 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 and outstanding indebtedness [120]. - The Company has entered into a convertible promissory note with SBC for $1,000,000, which will convert into shares of common stock prior to the merger [124]. - The Company generated gross proceeds of $115,000,000 from its Initial Public Offering of 11,500,000 units on August 9, 2022 [133]. - Following the Initial Public Offering, $117,875,000 was placed in a trust account, representing net proceeds from the sale of units [136]. - 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 [143]. - The Company has a promissory note with the Sponsor for up to $300,000, which was fully borrowed prior to the Initial Public Offering and repaid at the closing on August 9, 2022 [144]. 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, compared to no fees incurred in the same periods of 2022 [142]. Stock and Redemption - The Company recognizes changes in redemption value of Class A common stock immediately, adjusting the carrying value to equal the redemption value at the end of each reporting period [150]. - 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 [152].

Financial Performance - The Company had a net income of $613,333 for the three months ended March 31, 2023, resulting from interest and dividend income of $1,264,475, offset by operating costs of $374,488 and taxes totaling $276,654[111]. - The Company incurred a loss from operations of $388,447 for the three months ended March 31, 2023[121]. - The Company has not engaged in any operations or generated revenues to date, with future income expected only after the completion of the initial business combination[110]. - The company incurred $30,000 for administrative support services in Q1 2023, compared to $0 in the same period of the previous year[126]. - 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[135]. Cash and Capital Structure - 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, with an accumulated deficit of $3,733,516[121]. - The Company raised gross proceeds of $115,000,000 from its Initial Public Offering of 11,500,000 units on August 9, 2022[115]. - The underwriters exercised an over-allotment option to purchase an additional 1,500,000 Units for a total of $15,000,000[127]. - A cash underwriting discount of $1,955,000 was paid to the underwriters upon the closing of the Initial Public Offering[128]. - The company has not specified a maximum redemption threshold for its Class A common stock, but will not redeem shares if it causes net tangible assets to fall below $5,000,001[133]. Business Combination and Future Plans - 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 and outstanding indebtedness[106]. - The Company intends to use substantially all funds in the trust account to complete its initial business combination, with the remaining proceeds to be used for working capital and growth strategies[119]. - The Company has until February 9, 2024, to consummate a business combination, failing which it will face mandatory liquidation[121]. - The Company entered into non-redemption agreements with stockholders owning 998,682 shares, ensuring they would not redeem their shares in connection with the Extension Amendment[109]. Impact of External Factors - The Company continues to evaluate the impact of the COVID-19 pandemic on its financial position and operations, though specific impacts remain undetermined[122]. - As of March 31, 2023, the company did not have any off-balance sheet arrangements[124]. Accounting and Management Expectations - Management does not anticipate that recently issued accounting standards will materially affect the company's financial statements[136].

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 | --- | |-----------------------------------------------------------------------| | | | Delaware | ...

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 September 30, 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 | 88-119 ...

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 For the transition period from ______________ to ______________ Commission File Number 001-41462 PONO CAPITAL TWO, INC. (Exact name of registrant as specified in its charter) | | | (State or other ju ...