Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed, on January 31, 2023, Pono Capital Two, Inc., a Delaware
corporation ("Pono"), entered into an Agreement and Plan of Merger (the "Merger
Agreement"), by and among Pono, Pono Two Merger Sub, Inc., a Delaware
corporation and wholly-owned subsidiary of Pono ("Merger Sub"), SBC Medical
Group Holdings Incorporated, a Delaware corporation ("SBC"), Mehana Capital, LLC
(the "Sponsor"), in its capacity as Purchaser Representative, and Dr. Yoshiyuki
Aikawa, in his capacity as Seller Representative.
On April 26, 2023, Pono entered into an amendment to the Merger Agreement (the
"Amendment") with the other parties thereto. Prior to the Amendment, the Merger
Agreement provided that the 1,200,000 Sponsor Shares will be issued to the
Sponsor on the date that is the earlier of (a) the six (6) month anniversary of
the Closing or (b) the expiration of the "Founder Shares Lock-up Period" (as
defined in Pono's Insider Letter with the initial stockholders). Pursuant to the
Amendment, the Sponsor in its sole discretion may direct Pono to issue all or a
portion of the Sponsor Shares on an earlier or later date as it may determine,
which date will not be earlier than the Closing. In addition, pursuant to the
Amendment, the date by which (i) SBC will complete its agreed upon disclosure
schedules, (ii) Pono will complete its due diligence review of SBC, and (iii)
the parties to the Merger Agreement will agree upon any modifications or
amendments to the Merger Agreement to the terms and conditions therein, among
other related matters, was extended from April 28, 2023 to May 31, 2023. SBC
also agreed to purchase, or to cause one of its Affiliates to purchase, equity
in the Sponsor in an amount equal to $1,000,000, by way of a separate agreement
to be entered into on or before May 5, 2023. In the event that the parties fail
to agree upon and execute the investment documents by May 5, 2023, then, for a
period of two business days thereafter, either party may terminate the Merger
Agreement by providing written notice to the other party. In the event that SBC
does not make payment for the investment on or before May 15, 2023, then, for a
period of two business days thereafter, Pono may terminate the Merger Agreement
by providing written notice to SBC.
The summary above is qualified in its entirety by reference to the complete text
of the Merger Agreement and the Amendment, copies of which are attached hereto
as Exhibits 2.1 and 2.2 and are incorporated herein. Unless otherwise defined
herein, the capitalized terms used above are defined in the Merger Agreement.
Forward Looking Statements
Certain statements herein are "forward-looking statements" within the meaning of
the "safe harbor" provisions of the Private Securities Litigation Reform Act of
1995 with respect to the proposed business combination. These forward-looking
statements generally are identified by the words "believe," "project," "expect,"
"anticipate," "estimate," "intend," "strategy," "aim," "future," "opportunity,"
"plan," "may," "should," "will," "would," "will be," "will continue," "will
likely result" and similar expressions, but the absence of these words does not
mean that a statement is not forward-looking. Forward-looking statements are
predictions, projections and other statements about future events that are based
on current expectations and assumptions and, as a result, are subject to risks
and uncertainties. Actual results may differ from their expectations, estimates
and projections and consequently, you should not rely on these forward-looking
statements as predictions of future events. Many factors could cause actual
future events to differ materially from the forward-looking statements contained
herein, including but not limited to: (i) the risk that the Business Combination
may not be completed in a timely manner or at all, which may adversely affect
the price of Pono's securities; (ii) the failure to satisfy the conditions to
the consummation of the Business Combination, including the approval of the
Merger Agreement by the stockholders of Pono; (iii) the occurrence of any event,
change or other circumstance that could give rise to the termination of the
Merger Agreement; (iv) the outcome of any legal proceedings that may be
instituted against any of the parties to the Merger Agreement following the
announcement of the entry into the Merger Agreement and proposed business
combination; (v) redemptions exceeding anticipated levels or the failure to meet
The Nasdaq Capital Market's initial listing standards in connection with the
consummation of the proposed business combination; (vi) the effect of the
announcement or pendency of the proposed business combination on SBC' business
relationships, operating results and business generally; (vii) risks that the
proposed business combination disrupts the current plans of SBC; (viii) the risk
that Pono and SBC will need to raise additional capital to execute its business
plans, which may not be available on acceptable terms or at all; (ix) the
ability of the parties to recognize the benefits of the Merger Agreement and the
Business Combination; (x) the lack of useful financial information for an
accurate estimate of future capital expenditures and future revenue; (xi)
statements regarding SBC' industry and market size; (xii) financial condition
and performance of SBC and Pono, including the anticipated benefits, the implied
enterprise value, the expected financial impacts of the Business Combination,
potential level of redemptions of Pono's public stockholders, the financial
condition, liquidity, results of operations, the products, the expected future
performance and market opportunities of SBC; and (xiii) those factors discussed
in Pono's filings with the SEC and that that will be contained in the proxy
statement relating to the Business Combination. You should carefully consider
the foregoing factors and the other risks and uncertainties that will be
described in the "Risk Factors" section of the proxy statement and other
documents to be filed by Pono from time to time with the Securities and Exchange
Commission ("SEC"). These filings identify and address other important risks and
uncertainties that could cause actual events and results to differ materially
from those contained in the forward-looking statements. Forward-looking
statements speak only as of the date they are made. Readers are cautioned not to
put undue reliance on forward-looking statements, and while SBC and Pono may
elect to update these forward-looking statements at some point in the future,
they assume no obligation to update or revise these forward-looking statements,
whether as a result of new information, future events or otherwise, subject to
applicable law. None of SBC or Pono gives any assurance that SBC and Pono will
achieve their respective expectations.
Additional Information and Where to Find It
Pono intends to file with the SEC a proxy statement containing information about
the proposed transaction and the respective businesses of SBC and Pono. Pono
will mail a definitive proxy statement and other relevant documents after the
SEC completes its review. Pono stockholders are urged to read the preliminary
prospectus and proxy statement and any amendments thereto and the final
prospectus and definitive proxy statement in connection with the solicitation of
proxies for the special meeting to be held to approve the proposed transaction,
because these documents will contain important information about Pono, SBC, and
the Business Combination. The definitive proxy statement will be mailed to
stockholders of Pono as of a record date to be established for voting on the
proposed transaction. Stockholders of Pono will also be able to obtain a free
copy of the proxy statement, as well as other filings containing information
about Pono without charge, at the SEC's website (www.sec.gov). Copies of the
proxy statement and Pono's other filings with the SEC can also be obtained,
without charge, by directing a request to: Pono Capital Two, Inc, 643 Ilalo St.
#102, Honolulu, Hawaii 96813 or calling (808) 892-6611.
No Offer or Solicitation
This Current Report on Form 8-K does not constitute (i) a solicitation of a
proxy, consent, or authorization with respect to any securities or in respect of
the proposed business combination, or (ii) an offer to sell or the solicitation
of an offer to buy any securities, or a solicitation of any vote or approval,
nor shall there be any sale of securities in any jurisdiction in which such
offer, solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. No offering of
securities shall be made except by means of a prospectus meeting the
requirements of the Securities Act.
Participants in the Solicitation
SBC and Pono and their respective directors and officers and other members of
management and employees may be deemed participants in the solicitation of
proxies in connection with the Business Combination. Pono stockholders and other
interested persons may obtain, without charge, more detailed information
regarding directors and officers of Pono in Pono's Annual Report on Form 10-K
filed with the SEC on March 9, 2023. Information regarding the persons who may,
under SEC rules, be deemed participants in the solicitation of proxies from
Pono's stockholders in connection with the proposed business combination will be
included in the definitive proxy statement Pono intends to file with the SEC.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
Exhibit No. Description
2.1† Agreement and Plan of Merger, dated January 31, 2023, by and among
Pono, Merger Sub, SBC, the Purchaser Representative, and the Seller
Representative (incorporated by reference to Exhibit 2.1 to the
Company's Current Report on Form 8-K, filed with the Securities and
Exchange Commission on February 2, 2023).
2.2 Amendment No. 1 to Agreement and Plan of Merger, dated April 26,
2023, by and among Pono, Merger Sub, SBC, the Purchaser
Representative, and the Seller Representative.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
† Certain of the exhibits and schedules to this Exhibit have been omitted in
accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish
a copy of all omitted exhibits and schedules to the Securities and Exchange
Commission upon its request.
© Edgar Online, source Glimpses