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

Role: Director
Signature: /s/ Dustin Shindo, 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, 06:25 PM
Previous filing: Nov 14, 2022
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		See footnote 3	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	The securities are held directly by Mehana Capital LLC, the sponsor of the issuer (the "Sponsor"). The reporting person may be deemed to beneficially own shares held by the Sponsor by virtue of his control over the Sponsor. The reporting person disclaims beneficial ownership of the shares of the issuer's Class B common stock held by the Sponsor, except to the extent of his pecuniary interest.