Regulation FD Disclosure Form 8 K

Item 7.01 Regulation FD Disclosure.

As previously reported, on January 11, 2024, Pono Capital Two, Inc., a Delaware corporation (the "Company" or "Pono") entered into a non-redemption agreement (as amended by Amendment No. 1 to the Non-Redemption Agreement, dated as of March 15, 2024, and Amendment No. 2 to the Non-Redemption Agreement, dated as of August 8, 2024, the "Non-Redemption Agreement") with an unaffiliated investor (the "Holder") which agreed to acquire from public stockholders of the Company 1,500,000 to 1,700,000 shares of Class A common stock in the open market, at a prices no higher than the redemption price per share payable to stockholders who exercise redemption rights in connection with the stockholder vote to approve the Company's proposed business combination with SBC Medical Group Holdings Incorporated, a Delaware corporation, prior to the stockholder meeting to vote on the amendment to the Company's Third Amended and Restated Certificate of Incorporation, to extend the date by which the Company has to consummate a business combination from February 9, 2024 to November 9, 2024, and to agree to waive its redemption rights and hold the shares until after the closing of the business combination. The primary purpose of entering into the Non-Redemption Agreement was to help ensure that post-business combination company's initial listing application with The Nasdaq Stock Market is approved, increasing the likelihood that the business combination transaction will close. The Company does not believe the Holder's purchase of the shares pursuant to the Non-Redemption Agreement will have any impact on the likelihood that the business combination will be approved by stockholders of the Company. As of the time of filing this Current Report on Form 8-K, the Holder has purchased a total of 1,512,575 shares of Class A common stock from unaffiliated third parties at a weighted average purchase price of $11.04 per share.

As of 5:00 p.m. Eastern Time on August 21, 2024, the redemption deadline in connection with the Company's special meeting of stockholders to approve the business combination and related transactions, the Company has received redemption requests for 135,471 shares of Class A common stock.

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 are 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.