Key facts
- This page summarizes ZUU Co. Ltd.'s Form 4 filing for Pono Capital Two, Inc. (SBC).
- 2 reported transactions and 1 derivative row are listed below.
- Accepted by SEC: 23 Aug 2024, 17:33.
ZUU Co. Ltd. - 21 Aug 2024 Form 4 Insider Report for Pono Capital Two, Inc. (SBC)
- Reporting relationship
- 10%+ Owner
- Issuer ticker
- SBC
- Reported as of
- 21 Aug 2024
- Net transaction value
- +$142,422
- SEC form
- 4
- Accepted by SEC
- 23 Aug 2024, 17:33:26 UTC
- Prior SEC filing
- 20 Aug 2024
- Next SEC filing
- 19 Sep 2024
- Source filing
- View source filing
- Reporting owner signature
- Zuu Co. Ltd. /s/ Kazumasa Tomita Name: Kazumasa Tomita Title: President
Source evidence
Original filing metadata and source links for verification.
5 source fields
Reporting owner
1 detail
Key filing fact
ZUU Co. Ltd. filed Form 4 for Pono Capital Two, Inc. (SBC) on 23 Aug 2024.
Change
- Previous filing in this sequence was filed on 20 Aug 2024.
- Current net transaction value: +$142,422.
Research use
- This tells you what this filing adds before you inspect full transaction and derivative tables.
- You can trace every row back to the original SEC filing document.
Evidence
Filed on Form 4
View source filing
Ownership activity is grounded in SEC Form 4 disclosures.
Reported non-derivative transactions
Shares, units, or other non-derivative securities reported in this filing.
PTWO
transaction
Class A Common Stock
Sale
- Transaction value
- $54,112
- Shares
- +4,755
- Change %
- +0.34%
- Price
- $11.38
- Shares after
- 1,415,319
- Date
- 21 Aug 2024
- Ownership
- See footnote
- Footnotes
- F2, F3
PTWO
transaction
Class A Common Stock
Purchase
- Transaction value
- $88,310
- Shares
- +8,399
- Change %
- +0.59%
- Price
- $10.51
- Shares after
- 1,423,718
- Date
- 22 Aug 2024
- Ownership
- See footnote
- Footnotes
- F1, F2, F3
Reported derivative securities
Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.
PTWO
holding
Derivative
Warrants to purchase Class A Common Stock
No transaction description listed
- Transaction value
- Shares
- Change %
- Price
- Shares after
- 80,454
- Date
- 21 Aug 2024
- Ownership
- See footnote
- Underlying class
- Class A Common Stock
- Underlying amount
- 80,454
- Exercise price
- $11.50
- Footnotes
- F2, F3, F4, F5
* marks a reported price that did not pass the local price check.
Additional SEC filing notes
Filing notes and footnotes
Explanation of responses 5 footnotes
Footnote 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.
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.
Footnote 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.
Footnote 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.
Footnote 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.