ZUU Co. Ltd. - Jun 6, 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
Jun 6, 2024
Transactions value $
$20,800
Form type
4
Date filed
6/10/2024, 09:00 PM
Previous filing
Jun 4, 2024
Next filing
Jul 1, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PTWO Class A Common Stock Purchase $19.5K +1.5K +0.1% $13.00 1.46M Jun 6, 2024 See footnote F2
transaction PTWO Class A Common Stock Purchase $1.3K +100 +0.01% $13.00 1.46M Jun 10, 2024 See footnote F2

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 Jun 6, 2024 Class A Common Stock 71.3K $11.50 See footnote F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The Reporting Persons may be deemed to own a total of 71,347 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.
F2 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.
F3 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.
F4 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.