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].
Pono Capital Two(PTWO) - 2023 Q3 - Quarterly Report