ZUU Co. Ltd. - Apr 23, 2024 Form 4 Insider Report for Pono Capital Two, Inc. (PTWO)

Role: 10%+ Owner
Signature: Zuu Co. Ltd. /s/ Kazumasa Tomita Name: Kazumasa Tomita Title: President
Stock symbol: PTWO
Transactions as of: Apr 23, 2024
Transactions value $: $33,911
Form type: 4
Date filed: 4/25/2024, 09:00 PM
Previous filing: Apr 11, 2024
Next filing: May 2, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PTWO	Class A Common Stock	Purchase	$33.9K	+2.62K	+0.18%	$12.97	1.46M	Apr 23, 2024	See footnote	F1, F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	PTWO	Warrants to purchase Class A Common Stock						71.3K	Apr 23, 2024	Class A Common Stock	71.3K	$11.50	See footnote	F2, F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.99 to $13.00 (inclusive) on April 23, 2024. The reporting person undertakes 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.
F2	The Reporting Persons may be deemed to own a total of 71,340 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.
F3	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.
F4	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.
F5	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.