Financial Performance - For the three months ended September 30, 2024, the company generated revenues of $53,084,883, a 12.28% increase from $47,278,685 in the same period of 2023[174]. - Net income attributable to SBC Medical Group Holdings Incorporated for the three months ended September 30, 2024, was $2,832,894, a decrease of 66.10% from $8,356,414 in the same period of 2023[174]. - Revenues, net for the nine months ended September 30, 2024, increased by 22.72% to $160,995,005 from $131,192,729 in 2023[196]. - Net income for the nine months ended September 30, 2024, was $40,142,008, representing an increase of $15,811,044 or 64.98% from the same period in 2023[211]. - Net income for the three months ended September 30, 2024, was $2,834,467, a decrease of $5,223,324 or 64.82% from $8,057,791 in 2023[193]. Revenue Breakdown - Royalty income increased by 82.28% to $15,688,528 for the three months ended September 30, 2024, from $8,606,999 in the same period of 2023[180]. - Procurement services revenue rose by 96.12% to $17,571,299 for the three months ended September 30, 2024, compared to $8,959,689 in the same period of 2023[181]. - Management services revenue decreased by 47.27% to $12,110,764 for the three months ended September 30, 2024, from $22,969,187 in the same period of 2023[181]. - Rental services revenue increased by 208.32% to $4,124,774 for the three months ended September 30, 2024, from $1,337,803 in the same period of 2023[182]. - Royalty income rose by $19,979,012 or 78.52% to $45,425,052 for the nine months ended September 30, 2024, attributed to changes in billing and business expansion of main customers[198]. - Procurement services revenue increased by $9,640,957 or 27.81% to $44,303,891 for the nine months ended September 30, 2024, driven by higher demand for medical materials[199]. - Management services revenue decreased to $44,471,031, down by $9,222,917 or 17.18% compared to the same period in 2023[200]. - Rental services revenue increased to $11,195,888, up by $6,514,675 or 139.17% compared to the same period in 2023[201]. Operating Expenses and Profitability - Cost of revenues decreased to $9,845,793 for the three months ended September 30, 2024, down from $13,780,309 in 2023, primarily due to the discontinuation of clinic operation staff supporting services[183]. - Gross profit increased by $9,740,714 or 29.08% to $43,239,090 for the three months ended September 30, 2024, driven by higher royalty income and procurement services[184]. - Operating expenses surged to $29,404,487 for the three months ended September 30, 2024, an increase of $15,929,353 or 118.21% from $13,475,134 in 2023, mainly due to stock-based compensation and consulting fees[185]. - Gross profit increased to $122,178,140, an increase of $28,241,477 or 30.06% compared to the same period in 2023[203]. - Operating expenses increased to $56,592,092, up by $9,326,188 or 19.73% compared to the same period in 2023[204]. Cash Flow and Liquidity - The company reported cash flow provided by operating activities of $27,886,231 for the nine months ended September 30, 2024, compared to $22,753,983 for the same period in 2023[174]. - Cash and cash equivalents as of September 30, 2024, were $137,393,070, an increase of $34,370,138 or 33.77% compared to the beginning of the period[217]. - Net cash provided by operating activities was $27,886,231, reflecting an increase of $5,132,248 or 22.56% compared to the same period in 2023[218]. - Net cash provided by financing activities for the nine months ended September 30, 2024, was $11,584,038, compared to $6,262,589 for the same period in 2023, primarily due to proceeds from recapitalization of Pono Shares[220]. - The company anticipates obtaining additional funds through indebtedness or equity financings to meet long-term liquidity needs[215]. Taxation - Income tax expense decreased by $2,738,878 or 21.05% to $10,273,384 for the three months ended September 30, 2024, reflecting a reduction in income before tax[191]. - The effective tax rate increased to 78.38% for the three months ended September 30, 2024, from 61.76% in 2023, primarily due to stock-based compensation recognition[192]. - The effective tax rate decreased to 40.44% from 51.35% in the previous year, a reduction of 10.91 percentage points[210]. Corporate Developments - The company plans to expand its "Shonan Beauty Clinic" brand in Japan, Vietnam, and the United States, aiming for global growth[175]. - The company has entered into an agreement to acquire 100% equity interest of Aesthetic Healthcare Holdings for approximately SGD$7.8 million (equivalent to approximately US$6.0 million)[221]. - The company has restated its previously reported consolidated balance sheets and statements of operations for the years ended December 31, 2022, and 2021, as well as for the nine months ended September 30, 2023, and 2022[224]. - Misappropriations of funds amounted to approximately JPY632 million ($5.6 million), with the former director receiving approximately JPY335 million ($3.0 million) from April 2016 until the discovery in January 2024[222]. Accounting and Reporting - The company generates revenue from various sources, including franchising, procurement, management services, and rental services, with specific revenue recognition policies under ASC Topics 606 and 842[231][242]. - The company accounts for stock-based compensation awards in accordance with ASC Topic 718, recognizing costs based on estimated fair value on the grant date and amortizing over the requisite service period[249]. - The fair value of warrants is determined using the binomial option pricing model, with significant estimates related to forecasted revenues and cash flows[250]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements, including auditor attestation requirements[251]. - The JOBS Act exempts emerging growth companies from complying with new or revised financial accounting standards until private companies are required to do so[252]. - The company is also classified as a "smaller reporting company," which allows it to provide only two years of audited financial statements[253]. - The company will remain a smaller reporting company until the market value of its common stock held by non-affiliates exceeds $250 million or annual revenue exceeds $100 million with a market value exceeding $700 million[253]. - As a smaller reporting company, the company is not required to provide certain disclosures about market risk[254]. Foreign Exchange and Risk - The unfavorable impacts of foreign exchange rate changes on net revenues were $2,570,776 for the three months ended September 30, 2024[179]. - The company is exposed to foreign currency exchange rate fluctuations, primarily due to operations in Japan and revenues and costs denominated in Japanese yen[228].

Financial Performance - For the three months ended June 30, 2024, the company reported a net loss of $308,266, attributed to operating and formation costs of $460,648, franchise tax of $41,073, and income tax expense of $40,507, partially offset by interest and dividend income of $233,962 from investments held in the Trust Account[133] - For the six months ended June 30, 2024, the company had a net loss of $600,812, resulting from operating and formation costs of $923,287, franchise tax expense of $83,100, and income tax expense of $85,722, with interest and dividend income of $491,297 partially offsetting these losses[133] - The company had a net income of $196,786 for the three months ended June 30, 2023, driven by interest and dividend income of $836,888, despite operating and formation costs of $430,842, franchise tax expense of $42,532, and income tax expense of $166,728[133] - The company reported a net income of $810,119 for the six months ended June 30, 2023, from interest and dividend income of $2,101,363, offset by operating and formation costs of $805,330, franchise tax expense of $56,491, and income tax expense of $429,423[134] Cash Flow and Working Capital - For the six months ended June 30, 2024, net cash used in operating activities was $895,262, compared to $1,315,001 for the same period in 2023, indicating a decrease of approximately 32%[135] - Net cash provided by investing activities for the six months ended June 30, 2024, was $3,260,369, a significant decrease from $100,883,237 in 2023, reflecting a decline of over 96%[137] - As of June 30, 2024, the company had a working capital deficit of $1,992,535 and an accumulated deficit of $6,596,081, highlighting ongoing financial challenges[141] Operational Losses - The company incurred a loss from operations of $1,006,387 for the six months ended June 30, 2024, compared to a loss of $861,821 in 2023, representing an increase in operational losses of approximately 17%[141] - The company has not generated any revenues to date and does not expect to do so until after the completion of its initial business combination[132] Business Combination Plans - The company plans to consummate a business combination with SBC Medical Group Holdings Incorporated, with an aggregate value of $1,200,000,000, subject to adjustments based on SBC's net working capital and outstanding indebtedness[123] - The company extended the date to consummate a business combination from February 9, 2024, to November 9, 2024, with no additional amount to be paid by the Sponsor into the Trust Account[120] - The company has until November 9, 2024, to consummate a business combination, with potential mandatory liquidation if not completed by that date, raising substantial doubt about its ability to continue as a going concern[141] Trust Account and Shareholder Activity - The company has approximately $17.9 million remaining in the trust account after stockholders redeemed an aggregate of 273,334 shares of Class A common stock during the Second Special Meeting[120] - The company entered into a non-redemption agreement to acquire 1,500,000 to 1,700,000 shares of Class A common stock, with the Holder purchasing 1,460,771 shares as of June 30, 2024, not meeting the minimum share requirement for incentive shares[119] - The company plans to use funds held in the trust account primarily to complete its initial business combination and may withdraw interest to pay taxes[140] - The company expects that the interest earned on the trust account will be sufficient to cover its tax obligations[140] Initial Public Offering - The initial public offering generated gross proceeds of $115,000,000 from the sale of 11,500,000 units, including an over-allotment option[138] - The underwriters received a cash underwriting discount of $1,955,000 upon the closing of the initial public offering, with additional deferred fees of $4,025,000 payable upon completion of a business combination[146] Administrative Expenses - For the three and six months ended June 30, 2024, the company incurred $30,000 and $60,000, respectively, in administrative support fees to its sponsor[145]

Financial Performance - The Company reported a net loss of $292,546 for the three months ended March 31, 2024, due to operating and formation costs of $462,639, franchise tax expense of $42,027, and income tax expense of $45,215, partially offset by interest and dividend income of $257,335 [149]. - For the three months ended March 31, 2023, the Company had a net income of $613,333, primarily from interest and dividend income of $1,264,475, offset by operating and formation costs of $374,488, franchise tax expense of $13,959, and income tax expense of $262,695 [150]. - For the three months ended March 31, 2024, the company reported a loss from operations of $504,666, compared to a loss of $388,447 for the same period in 2023 [161]. Cash Flow and Liquidity - The Company incurred net cash used in operating activities of $487,452 for the three months ended March 31, 2024 [151]. - For the three months ended March 31, 2024, net cash provided by investing activities was $3,127,476, primarily due to payments to redeeming stockholders of $2,964,667 [153]. - For the three months ended March 31, 2024, net cash used in financing activities was $1,264,667, resulting from payments to redeeming stockholders of $2,964,667 [154]. - As of March 31, 2024, the company had $1,659,751 in cash held outside of the Trust Account and a working capital deficit of $1,500,980 [161]. - The company expects to need additional capital to satisfy liquidity needs beyond the net proceeds from the Initial Public Offering [161]. Business Combination and Agreements - The Company has not generated any revenues to date and does not expect to do so until after the completion of its initial business combination [148]. - The Company held a special meeting on May 8, 2023, where stockholders approved an extension for consummating a business combination from May 9, 2023, to February 9, 2024, with approximately $20.0 million remaining in the trust account after redemptions [137]. - The Company has extended the Outside Date for the Merger Agreement multiple times, with the latest extension to September 30, 2024 [145]. - The Company entered into non-redemption agreements with stockholders owning 998,682 shares of Class A common stock to not redeem their shares in connection with the Extension Amendment [138]. - The Merger Agreement with SBC Medical Group Holdings Incorporated involves a total consideration of $1,200,000,000, which was later amended to $1,000,000,000 [140]. - The company has until November 9, 2024, to consummate a business combination, or it will face mandatory liquidation [161]. Initial Public Offering - The company generated gross proceeds of $115,000,000 from its Initial Public Offering, which included 11,500,000 units sold [157]. - The company placed $117,875,000 from the net proceeds of the Initial Public Offering into a trust account [159]. - The underwriters received a cash underwriting discount of $1,955,000 upon the closing of the Initial Public Offering [167]. Administrative Expenses - The company incurred $30,000 for administrative support services from its Sponsor for the three months ended March 31, 2024 [165].

Financial Performance - The company reported a net income of $339,767 for the year ended December 31, 2023, resulting from interest and dividend income of $2,641,407, offset by operating costs of $1,635,452, franchise tax expense of $137,379, and income tax expense of $528,809[84]. - For the year ended December 31, 2023, net cash used in operating activities was $2,132,921, primarily due to interest and dividends earned on marketable securities held in the Trust Account[86]. - The company incurred a loss from operations of $(1,772,831) for the year ended December 31, 2023[95]. - As of December 31, 2023, the Company reported a cash balance of $284,394, a working capital deficit of $1,129,417, and an accumulated deficit of $5,995,269[95]. Business Combination and Agreements - The company entered into a merger agreement with SBC Medical Group Holdings Incorporated, with a total consideration of $1,000,000,000, subject to adjustments based on SBC's net working capital and outstanding indebtedness[70]. - As of the Special Meeting on May 8, 2023, stockholders approved an extension of the business combination deadline to February 9, 2024, with approximately $20 million remaining in the trust account after redemptions[72]. - The company extended the deadline for consummating a business combination to November 9, 2024, during the Second Special Meeting held on February 5, 2024[78]. - The Company has a deadline of November 9, 2024, to complete a business combination, failing which it will face mandatory liquidation[95]. Shareholder Actions - The company redeemed an aggregate of 9,577,250 shares of Class A common stock in connection with the Special Meeting, impacting the funds available in the trust account[72]. - The company entered into non-redemption agreements with stockholders to maintain shares in connection with the business combination, incentivizing them with additional shares[73]. Capital Raising Activities - The Company completed its Initial Public Offering on August 9, 2022, raising gross proceeds of $115,000,000 from the sale of 11,500,000 units, including 1,500,000 units from the underwriters' over-allotment option[91]. - The Company sold an additional 634,375 Placement Units at $10.00 per unit, generating gross proceeds of $6,343,750[92]. - The underwriters received a cash underwriting discount of $1,955,000 upon the closing of the Initial Public Offering, with an additional deferred fee of $4,025,000 payable upon completion of a business combination[100]. Liquidity and Financial Support - The Company has secured a Convertible Promissory Note of $1,000,000 to address liquidity needs[95]. - The Company has committed up to $1,500,000 in Working Capital Loans from initial stockholders and affiliates, although there is no guarantee of receipt[95]. - The Company intends to utilize funds in the trust account primarily for its initial business combination and related operational financing[94]. - The Company incurred $120,000 in administrative support fees to its Sponsor for the year ended December 31, 2023[98].

Financial Performance - For the three months ended September 30, 2023, the company reported a net loss of $104,535, resulting from operating and formation costs of $282,917, franchise tax expense of $40,444, and income tax expense of $47,418, partially offset by interest and dividend income of $266,244 [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, 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 $1,185,182 and net cash used in operating activities of $1,715,587 [138]. - The company incurred total expenses of $1,088,247 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 $574,336 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, 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, 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 $117,875,000 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]. - 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 $300,000 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].

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 ...