Proxy Results Form 8 K

Item 5.07. Submissions of Matters to a Vote of Security Holders.

As previously disclosed, on January 31, 2023, Pono Capital Two, Inc., a Delaware corporation (the "Company" or "Pono"), entered into an Agreement and Plan of Merger (as amended and restated on June 21, 2023, and as further amended on September 8, 2023, October 26, 2023, December 28, 2023, and April 22, 2024, the "Merger Agreement"), by and among Pono, Pono Two Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Pono ("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 personal capacity and in the capacity as the Seller Representative. Pursuant to the terms of the Merger Agreement, (a) the Merger Sub will merge with and into SBC with SBC surviving the merger as a wholly-owned subsidiary of Pono, (b) all of the issued and outstanding capital stock of SBC immediately prior to the effective time of the Merger (the "Effective Time") will automatically be cancelled and shall cease to exist, in exchange for the right to receive pro rata shares of the merger consideration, and (c) each outstanding option and warrant to acquire shares of SBC common stock (whether vested or unvested) will be assumed by Pono and automatically converted into an option or warrant to acquire shares of Pono common stock, with its price and number of shares equitably adjusted based on the conversion ratio of the shares of SBC common stock into the merger consideration, as provided in the Merger Agreement (the "Business Combination"). Upon the consummation of the Business Combination, Pono will change its name to "SBC Medical Group Holdings Incorporated."

Pono held its special meeting of stockholders (the "Special Meeting") on August 23, 2024 at 1:00 p.m. Eastern Time. On the record date, there were 5,216,291 shares of common stock of Pono entitled to vote at the Special Meeting. At the Special Meeting, there were 3,570,438 shares of common stock voted by proxy or in person, which is 68.45% of the total outstanding shares.

Summarized below are the results of the matters submitted to a vote at the Special Meeting.

Proposal 1. Business Combination Proposal

Proposal 1 - To approve and adopt the Merger Agreement and approve the transactions contemplated thereby, including the merger of Merger Sub with and into SBC, with SBC continuing as the surviving corporation and as a wholly-owned subsidiary of Pono, was passed with voting results as follows:

FOR			AGAINST			ABSTAIN
	3,568,722				1,716				0

Proposals 2 through 4. Charter Amendment Proposals

To approve and adopt an amendment and restatement to the Third Amended and Restated of Certificate of Incorporation of Pono, as set out in the Fourth Amended and Restated Certificate of Incorporation of Pono attached to the proxy statement as Annex B, for the following amendments.

Proposal 2 - Name Change - To provide that the name of Pono shall be changed to "SBC Medical Group Holdings Incorporated," was passed with voting results as follows:

FOR			AGAINST			ABSTAIN
	3,568,722				1,716				0

Proposal 3 - Amendment of Blank Check Provisions - To remove and change certain provisions in the Pono's Third Amended and Restated Certificate of Incorporation related to Pono's status as a special purpose acquisition company, including but not limited to the deletion of Article IX of Pono's current charter in its entirety, was passed with the following voting results:

FOR			AGAINST			ABSTAIN
	3,568,720				1,716				2

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