| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | PTWO | Class A Common Stock | Sale | $54.1K | +4.76K | +0.34% | $11.38 | 1.42M | Aug 21, 2024 | See footnote | F2, F3 |
| transaction | PTWO | Class A Common Stock | Purchase | $88.3K | +8.4K | +0.59% | $10.51 | 1.42M | Aug 22, 2024 | See footnote | F1, F2, F3 |
| 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 | 80.5K | Aug 21, 2024 | Class A Common Stock | 80.5K | $11.50 | See footnote | F2, F3, F4, F5 |
| Id | Content |
|---|---|
| F1 | The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $9.10 to $11.30 (inclusive) on August 22, 2024. The Reporting Persons undertake 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 purchased at each separate price within the ranges set forth in this footnote. |
| F2 | The Reporting Persons may be deemed to own a total of 80,454 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. |