Mehana Capital LLC - Aug 4, 2022 Form 3 Insider Report for Pono Capital Two, Inc. (PTWO)

Role: 10%+ Owner
Signature: /s/ Mehana Capital LLC, by Nelson Mullins Riley & Scarborough LLP with Power of Attorney
Stock symbol: PTWO
Transactions as of: Aug 4, 2022
Transactions value $: $0
Form type: 3
Date filed: 8/4/2022, 05:39 PM
Next filing: Mar 8, 2023

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	Class B Common Stock							Aug 4, 2022	Class A Common Stock	2.88M		Direct	F1, F2, F3

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

Explanation of Responses:

Id	Content
F1	The shares of Class B common stock have no expiration date and will automatically convert into shares of Class A common stock at the time of the issuer's initial business combination on a one-for-one basis, subject to adjustment as set forth in the issuer's registration statement on Form S-1 (File No. 333-265571).
F2	Includes up to 375,000 shares subject to forfeiture depending on the extent to which the underwriters' over-allotment option is exercised, if at all.
F3	This Form 3 is being filed by Mehana Capital LLC, the sponsor of the issuer (the "Sponsor"). Dustin Shindo, the issuer's co-chief executive officer, is the manager of the Sponsor. Mr. Shindo may be deemed to beneficially own shares held by the Sponsor by virtue of his control over the Sponsor. Mr. Shindo disclaims beneficial ownership of the shares of the issuer's Class B common stock held by the Sponsor, except to the extent of his respective pecuniary interest.