Item
1.01 Entry into a Material definitive Agreement.
Amendment
No. 3 to Merger Agreement
As
previously disclosed, on January 31, 2023, Pono Capital Two, Inc., a Delaware corporation (the “Company” or “Pono”)
entered into the Merger Agreement (as amended to date, the “Merger Agreement”), by and among Pono, Pono Two Merger
Sub, Inc. (“Merger Sub”), SBC Medical Group Holdings Incorporated, a Delaware corporation (“SBC”),
Mehana Capital, LLC, in its capacity as Purchaser Representative, and Dr. Yoshiyuki Aikawa, in his capacity as Seller Representative.
Pursuant to the Merger Agreement, a proposed business combination (the “Business Combination”) among the Company,
SBC and Merger Sub would occur in which Merger Sub would merge with and into SBC, with SBC continuing as the surviving corporation.
On
June 15, 2023, Pono entered into Amendment No. 3 to the Merger Agreement (the “Amendment”) with the other parties
thereto. Prior to the Amendment, the Merger Agreement provided that the date by which (i) SBC shall complete its agreed upon disclosure
schedules, (ii) Pono shall complete its due diligence review of SBC, and (iii) the parties to the Merger Agreement shall agree upon any
modifications or amendments to the Merger Agreement to the terms and conditions therein, among other related matters, was June 15, 2023.
The Amendment extended the date by which these actions shall be completed to June 22, 2023.
The
summary above is qualified in its entirety by reference to the complete text of the Merger Agreement and the Amendment, copies of which
are attached hereto as Exhibits 2.1 and 2.2 and are incorporated herein. Unless otherwise defined herein, the capitalized terms used
above are defined in the Merger Agreement.
Forward
Looking Statements
Certain
statements herein are “forward-looking statements” within the meaning of the “safe harbor” provisions of the
Private Securities Litigation Reform Act of 1995 with respect to the proposed business combination. These forward-looking statements
generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,”
“intend,” “strategy,” “aim,” “future,” “opportunity,” “plan,”
“may,” “should,” “will,” “would,” “will be,” “will continue,”
“will likely result” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking.
Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations
and assumptions and, as a result, are subject to risks and uncertainties. Actual results may differ from their expectations, estimates
and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Many factors
could cause actual future events to differ materially from the forward-looking statements contained herein, including but not limited
to: (i) the risk that the Business Combination may not be completed in a timely manner or at all, which may adversely affect the price
of Pono’s securities; (ii) the failure to satisfy the conditions to the consummation of the Business Combination, including the
approval of the Merger Agreement by the stockholders of Pono; (iii) the occurrence of any event, change or other circumstance that could
give rise to the termination of the Merger Agreement; (iv) the outcome of any legal proceedings that may be instituted against any of
the parties to the Merger Agreement following the announcement of the entry into the Merger Agreement and proposed business combination;
(v) redemptions exceeding anticipated levels or the failure to meet The Nasdaq Capital Market’s initial listing standards in connection
with the consummation of the proposed business combination; (vi) the effect of the announcement or pendency of the proposed business
combination on SBC’ business relationships, operating results and business generally; (vii) risks that the proposed business combination
disrupts the current plans of SBC; (viii) the risk that Pono and SBC will need to raise additional capital to execute its business plans,
which may not be available on acceptable terms or at all; (ix) the ability of the parties to recognize the benefits of the Merger Agreement
and the Business Combination; (x) the lack of useful financial information for an accurate estimate of future capital expenditures and
future revenue; (xi) statements regarding SBC’ industry and market size; (xii) financial condition and performance of SBC and Pono,
including the anticipated benefits, the implied enterprise value, the expected financial impacts of the Business Combination, potential
level of redemptions of Pono’s public stockholders, the financial condition, liquidity, results of operations, the products, the
expected future performance and market opportunities of SBC; and (xiii) those factors discussed in Pono’s filings with the SEC
and that that will be contained in the proxy statement relating to the Business Combination. You should carefully consider the foregoing
factors and the other risks and uncertainties that will be described in the “Risk Factors” section of the proxy statement
and other documents to be filed by Pono from time to time with the Securities and Exchange Commission (“SEC”). These
filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially
from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are
cautioned not to put undue reliance on forward-looking statements, and while SBC and Pono may elect to update these forward-looking statements
at some point in the future, they assume no obligation to update or revise these forward-looking statements, whether as a result of new
information, future events or otherwise, subject to applicable law. None of SBC or Pono gives any assurance that SBC and Pono will achieve
their respective expectations.
Additional
Information and Where to Find It
Pono
intends to file with the SEC a proxy statement containing information about the proposed transaction and the respective businesses of
SBC and Pono. Pono will mail a definitive proxy statement and other relevant documents after the SEC completes its review. Pono stockholders
are urged to read the preliminary prospectus and proxy statement and any amendments thereto and the final prospectus and definitive proxy
statement in connection with the solicitation of proxies for the special meeting to be held to approve the proposed transaction, because
these documents will contain important information about Pono, SBC, and the Business Combination. The definitive proxy statement will
be mailed to stockholders of Pono as of a record date to be established for voting on the proposed transaction. Stockholders of Pono
will also be able to obtain a free copy of the proxy statement, as well as other filings containing information about Pono without charge,
at the SEC’s website (www.sec.gov). Copies of the proxy statement and Pono’s other filings with the SEC can also be obtained,
without charge, by directing a request to: Pono Capital Two, Inc, 643 Ilalo St. #102, Honolulu, Hawaii 96813 or calling (808) 892-6611.
No
Offer or Solicitation
This
Current Report on Form 8-K does not constitute (i) a solicitation of a proxy, consent, or authorization with respect to any securities
or in respect of the proposed business combination, or (ii) an offer to sell or the solicitation of an offer to buy any securities, or
a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation,
or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements of the Securities Act.
Participants
in the Solicitation
SBC
and Pono and their respective directors and officers and other members of management and employees may be deemed participants in the
solicitation of proxies in connection with the Business Combination. Pono stockholders and other interested persons may obtain, without
charge, more detailed information regarding directors and officers of Pono in Pono’s Annual Report on Form 10-K filed with the
SEC on March 9, 2023. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies
from Pono’s stockholders in connection with the proposed business combination will be included in the definitive proxy statement
Pono intends to file with the SEC.