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].
Pono Capital Two(PTWO) - 2023 Q2 - Quarterly Report