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Pono Capital Two(PTWO) - 2023 Q1 - Quarterly Report
PTWOPono Capital Two(PTWO)2023-05-15 20:15

Financial Performance - The Company reported a net income of 613,333forthethreemonthsendedMarch31,2023,frominterestanddividendincomeof613,333 for the three months ended March 31, 2023, from interest and dividend income of 1,264,475, offset by operating costs of 374,488andtaxes[124].−TheCompanyincurredalossfromoperationsof374,488 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 30,000foradministrativeservicesfromMehanaCapitalLLCforthethreemonthsendedMarch31,2023,comparedto30,000 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 217,348incashoutsideoftheTrustAccountandaworkingcapitalsurplusof217,348 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 115,000,000fromitsInitialPublicOfferingof11,500,000unitsonAugust9,2022[128].−Theunderwritersexercisedtheover−allotmentoptiontopurchaseanadditional1,500,000Unitsatanofferingpriceof115,000,000 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].−Acashunderwritingdiscountof15,000,000 [140]. - A cash underwriting discount of 0.17 per Unit was paid to the underwriters, amounting to 1,955,000intotal[141].−Theunderwriterswillreceiveadeferredfeeof1,955,000 in total [141]. - The underwriters will receive a deferred fee of 0.35 per unit, totaling 4,025,000,payableonlyifabusinesscombinationiscompleted[141].BusinessCombination−TheBusinessCombinationwithSBCMedicalGroupHoldingsIncorporatedisvaluedatapproximately4,025,000, 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].−Netincome(loss)pershareiscalculatedbydividingnetincome(loss)bytheweighted−averagenumberofsharesoutstanding,withnoconsiderationfortheeffectofPublicandPlacementWarrants[150].−TheCompanyrecognizeschangesinredemptionvalueofredeemablecommonstockimmediatelyandadjuststhecarryingvalueaccordingly[148].−TheCompanyhasagreedtopay5,000,001 [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].