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Filing Details

Accession Number:: 0001140361-24-037998
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-08-20 21:00:57
Reporting Period:: 2024-08-19

Accepted Time:: 2024-08-20 21:00:57
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1930313	Pono Capital Two Inc.	PTWO	Services-Offices & Clinics Of Doctors Of Medicine (8011)	881263511

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
2010768	Partnership Investment Hd Group Medical Sbc For Fund Target Zuu	3-6-28 Aobadai, Meguroku Tokyo M0 154-0042	No	No	No	No
2010776	Zuu Co. Ltd.	3-6-28 Aobadai, Meguroku Tokyo M0 154-0042	No	No	No	No
2010795	Zuu Funders Co. Ltd.	3-6-28 Aobadai, Meguroku Tokyo M0 154-0042	No	No	No	No
2010816	Kazumasa Tomita	3-6-28 Aobadai, Meguroku Tokyo M0 154-0042	No	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2024-08-19	70,000	$11.45	1,425,074	No	4	S	Indirect	See footnote
Class A Common Stock	Acquisiton	2024-08-20	5,000	$11.72	1,420,074	No	4	S	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See footnote
No	4	S	Indirect	See footnote

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Class A Common Stock	Warrants to purchase Class A Common Stock	$11.50			80,454	80,454	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	80,454	80,454	Indirect

Footnotes

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.38 to $12.40 (inclusive) on August 19, 2024. The Reporting Persons undertake to provide to Pono Capital Two, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.70 to $12.02 (inclusive) on August 20, 2024. The Reporting Persons undertake to provide to Pono Capital Two, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
The Reporting Persons may be deemed to own a total of 80,454 units, with each unit consisting of one share of Class A Common Stock and one redeemable warrant, and each warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share.
The reported securities are held directly by ZUU Funders Co. Ltd. ("Funders") and may be deemed to be held indirectly by ZUU Target Fund for SBC Medical Group HD Investment Partnership (the "Fund"), ZUU Co. Ltd. ("ZUU"), and Kazumasa Tomita ("Mr. Tomita" and, together with Funders, the Fund, and ZUU, the "Reporting Persons"). Funders is the operating partner of the Fund and a wholly-owned subsidiary of ZUU. ZUU is majority owned and controlled by Mr. Tomita. The filing of this Form 4 shall not be construed as an admission that the Reporting Persons are or were for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owners of any of the securities of the issuer reported herein. Pursuant to Rule 16a-1, the Reporting Persons disclaim such beneficial ownership, except to the extent of their pecuniary interest.
The warrants become exercisable on the later of (i) 30 days after the completion of the issuer's initial business combination and (ii) 12 months from the effective date of the registration statement on Form S-1 (File No. 333-265571) for registrant's initial public offering.
The warrants expire five years after the completion of the issuer's initial business combination or earlier upon redemption or liquidation, as described in the issuer's prospectus filed with the U.S. Securities and Exchange Commission.