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].
Pono Capital Two(PTWO) - 2023 Q4 - Annual Report