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 March 31, 2024 ☐ 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 88-1192288 (St ...

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[68]. - 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 of $2,641,407, offset by net income and changes in operating assets and liabilities[70]. - The company has incurred total operating and formation costs of $1,635,452 for the year ended December 31, 2023, reflecting its ongoing expenses as a public entity[68]. - For the year ended December 31, 2023, the Company incurred a loss from operations of $(1,772,831) and net cash used in operating activities was $2,132,921[80]. - The Company incurred $120,000 in administrative support fees to its Sponsor for the year ended December 31, 2023[84]. Cash Flow and Investments - The company had net cash provided by investing activities of $101,010,630 for the year ended December 31, 2023, mainly from proceeds for payment to redeeming shareholders[72]. - As of December 31, 2023, the Company reported a cash balance of $284,394 outside the Trust Account and a working capital deficit of $1,129,417[80]. - The Company has a Convertible Promissory Note of $1,000,000 to address liquidity needs and expects to require additional capital beyond the Initial Public Offering proceeds[80]. - The Company has committed up to $1,500,000 in Working Capital Loans from initial stockholders, officers, and directors, although there is no guarantee of receipt[80]. Business Combination and Mergers - 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[53]. - 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[55]. - The company has extended the deadline for consummating a business combination to November 9, 2024, with approximately $17.9 million remaining in the trust account after the second special meeting[61]. - The Company has until November 9, 2024, to complete a business combination, failing which it will face mandatory liquidation[80]. Initial Public Offering - 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[76]. - The Company sold an additional 634,375 Placement Units at $10.00 per unit, generating gross proceeds of $6,343,750[77]. - 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[86]. Other Financial Information - The Company has no off-balance sheet arrangements as of December 31, 2023[82]. - 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[55]. - The company issued a convertible promissory note of $1,000,000 to SBC, which was later increased to $2,700,000 under an amended agreement[65].

Financial Performance - The company reported a net loss of $104,535 for the three months ended September 30, 2023, primarily due to operating and formation costs of $282,917[132]. - For the nine months ended September 30, 2023, the company achieved a net income of $705,584, driven by interest and dividend income of $2,367,607 from investments held in the Trust Account[133]. - 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[146]. - The company incurred operating and formation costs of $1,088,247 for the nine months ended September 30, 2023[133]. - The company incurred $90,000 in administrative support fees for the nine months ended September 30, 2023, paid to Mehana Capital LLC[150]. Cash and Trust Account - As of September 30, 2023, the remaining funds in the trust account amounted to approximately $20 million after stockholder redemptions of 9,577,250 shares[126]. - 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[146]. - The company plans to utilize funds from the trust account to complete its initial business combination and cover tax obligations[145]. Initial Public Offering (IPO) - 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[141]. - 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[151]. - A cash underwriting discount of $1,955,000 was paid to the underwriters upon the closing of the Initial Public Offering[152]. - The Company has a promissory note with 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[153]. Business Combination and Future Plans - The company entered into a merger agreement with SBC Medical Group Holdings, with a total consideration of $1,000,000,000, subject to adjustments based on SBC's net working capital[124]. - The company issued a convertible promissory note of $1,000,000 to SBC, which will convert into shares of common stock at a rate of $10.00 per share prior to the merger[128][129]. - The Company has not yet selected a business combination target and has not engaged in any substantive discussions regarding potential targets[120]. - The Company has until February 9, 2024, to consummate a business combination, or it will face mandatory liquidation and potential dissolution[146]. - 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[146]. 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[160]. - 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 Warrants and Placement Warrants in the calculation[162].

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, 2023 ☐ 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 88-1192288 (Sta ...

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 March 31, 2023 ☐ 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) | --- | --- | --- | --- ...

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 ...