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Pono Capital Two(PTWO) - 2023 Q2 - Quarterly Report
PTWOPono Capital Two(PTWO)2023-08-14 20:19

Financial Performance - The Company reported a net income of 196,786forthethreemonthsendedJune30,2023,resultingfrominterestanddividendincomeof196,786 for the three months ended June 30, 2023, resulting from interest and dividend income of 836,888, offset by operating costs of 430,842andtaxes[134].−ForthesixmonthsendedJune30,2023,theCompanyhadanetincomeof430,842 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,andtotaloperatingcostsof2,101,363, and total operating costs of 805,330 [135]. - The Company has incurred a loss from operations of 861,821forthesixmonthsendedJune30,2023,andnetcashusedinoperatingactivitieswas861,821 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 974,921incashheldoutsideoftheTrustAccountandaworkingcapitaldeficitof974,921 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,subjecttoadjustmentsbasedonSBC′sNetWorkingCapital[125].−TheCompanyheldaSpecialMeetingonMay8,2023,wherestockholdersapprovedanextensionforthebusinesscombinationdeadlineandredeemed9,577,250sharesofClassAcommonstock,leavingapproximately1,200,000,000, 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 115,000,000fromitsInitialPublicOfferingof11,500,000unitsonAugust9,2022[141].−Theunderwritersexercisedtheover−allotmentoptiontopurchaseanadditional1,500,000Unitsatanofferingpriceof115,000,000 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].−Acashunderwritingdiscountof15,000,000 [150]. - A cash underwriting discount of 0.17 per Unit was paid to the underwriters, amounting to 1,955,000intotal[151].−TheSponsorprovidedanon−interestbearingloanof1,955,000 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 30,000and30,000 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 0.35perunit,totaling0.35 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].