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Pono Capital Two(PTWO) - 2023 Q3 - Quarterly Report
PTWOPono Capital Two(PTWO)2023-11-14 02:35

Financial Performance - For the three months ended September 30, 2023, the company reported a net loss of 104,535,resultingfromoperatingandformationcostsof104,535, resulting from operating and formation costs of 282,917, franchise tax expense of 40,444,andincometaxexpenseof40,444, and income tax expense of 47,418, partially offset by interest and dividend income of 266,244[125].−FortheninemonthsendedSeptember30,2023,thecompanyhadanetincomeof266,244 [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,offsetbytotalexpensesof2,367,607, 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 1,185,182andnetcashusedinoperatingactivitiesof1,185,182 and net cash used in operating activities of 1,715,587 [138]. - The company incurred total expenses of 1,088,247fortheninemonthsendedSeptember30,2023,primarilyduetooperatingandformationcosts[126].CashandTrustAccount−AsofSeptember30,2023,thecompanyhadapproximately1,088,247 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 574,336incashheldoutsideoftheTrustAccountandaworkingcapitaldeficitof574,336 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,withinterestanddividendsearnedonmarketablesecuritiesof1,715,587, 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,subjecttoadjustmentsbasedonSBC′snetworkingcapitalandoutstandingindebtedness[117].−ThecompanyapprovedanextensiontoconsummateabusinesscombinationuntilFebruary9,2024,withoutadditionalpaymentfromthesponsor[119].−TheCompanyhasuntilFebruary9,2024,toconsummateabusinesscombination,oritwillfacemandatoryliquidationandpotentialdissolution[138].InitialPublicOffering(IPO)−Thecompanyraisedgrossproceedsof1,000,000,000, 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 117,875,000placedinatrustaccountforfuturebusinesscombinations[134][136].−Theunderwritersexercisedanover−allotmentoptiontopurchaseanadditional1,500,000Unitsatanofferingpriceof117,875,000 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].−Acashunderwritingdiscountof15,000,000 [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 300,000tocoverInitialPublicOfferingexpenses,whichwasfullyrepaidattheclosingoftheInitialPublicOffering[145].CostsandExpenses−TheCompanyhasincurredsignificantcostsinpursuitoffinancingandacquisitionplans,andexpectstoneedadditionalcapitalbeyondthenetproceedsfromtheInitialPublicOffering[138].−TheCompanyincurred300,000 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].