Dustin Shindo - Aug 9, 2022 Form 4 Insider Report for Pono Capital Two, Inc. (PTWO)

Role
Director, 10%+ Owner
Signature
By Dustin Shindo /s/ Dustin Shindo
Stock symbol
PTWO
Transactions as of
Aug 9, 2022
Transactions value $
$6,343,750
Form type
4
Date filed
3/8/2023, 05:43 PM
Previous filing
Aug 4, 2022
Next filing
Feb 9, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PTWO Class A Common Stock Purchase $6.34M +634K $10.00 634K Aug 9, 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 +634K 634K Aug 9, 2022 Class A Common Stock 634K $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.