Dustin M. Shindo - 09 Aug 2022 Form 4 Insider Report for Pono Capital Two, Inc. (SBC)

Role: Director, 10%+ Owner
Signature: By Dustin Shindo /s/ Dustin Shindo
Issuer symbol: SBC
Transactions as of: 09 Aug 2022
Net transactions value: +$6,343,750
Form type: 4
Filing time: 08 Mar 2023, 17:43:25 UTC
Previous filing: 04 Aug 2022
Next filing: 09 Feb 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PTWO	Class A Common Stock	Purchase	$6,343,750	+634,375		$10.00	634,375	09 Aug 2022	See footnote	F1, 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
transaction	PTWO	Warrants to purchase Class A Common Stock	Purchase		+634,375			634,375	09 Aug 2022	Class A Common Stock	634,375	$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 person acquired 634,375 units, each unit consisting of one share of Class A Common Stock and one redeemable warrant, with each warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share.
F2	The securities are held directly by Mehana Capital LLC, the sponsor of the issuer (the "Sponsor"). Dustin Shindo, the registrant's chairman, 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 securities held by the Sponsor, except to the extent of his respective pecuniary interest.
F3	The warrants become exercisable on the later of (i) 30 days after the completion of the registrant'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 5 years after the completion of the registrant's initial business combination or earlier upon redemption or liquidation, as described in the registrant's prospectus filed with the SEC.