SBC Medical Group Holdings Incorporated (SBC) entered into an agreement and plan of merger to acquire Pono Capital Two, Inc. (NasdaqGM:PTWO) from Mehana Capital LLC, Polar Asset Management Partners Inc., Shaolin Capital Management LLC, Space Summit Capital LLC and others in a deal valued at $1.2 billion in a reverse merger transaction on January 31, 2023. Stockholders of SBC will receive shares of Class A Common Stock of Pono. As consideration for the Business Combination, the holders of SBC securities as of the closing of the Business Combination, collectively shall be entitled to receive from Pono, in the aggregate, a number of Pono securities with an aggregate value equal to (a) $1,200,000,000, minus (b) the amount, if any, by which $3,000,000 exceeds SBC's Net Working Capital, plus (c) the amount, if any, by which SBC's Net Working Capital exceeds $3,000,000, minus (d) the aggregate amount of any outstanding indebtedness (minus cash held by SBC) of SBC at Closing, minus (e) specified transaction expenses of SBC associated with the Business Combination. SBC to go public via a business combination with Pono Capital Two, Inc. In connection with the Merger, it is expected that SBC will change its name to “SBC Medical Operations, Inc.,” and that Pono will then change its name to “SBC Medical Group Holdings Incorporated”. As a condition to closing of the Business Combination, SBC will complete certain restructuring transactions pursuant to which SBC Medical Group Co., Ltd., a Japanese corporation ( “SBC-Japan” ) and certain related entities which carry on the business of SBC-Japan and such other related entities, will become subsidiaries of SBC.

The consummation of the Business Combination is subject to customary Closing conditions unless waived, including, the approval of the Business Combination by the stockholders of each of SBC and Pono; approvals of any required governmental authorities and the expiration or termination of any anti-trust waiting periods and no governmental authority having imposed any terms or conditions on the Restructuring which would reasonably be expected to materially impact the operations of SBC following the completion of the Restructuring; receipt of specified third-party consents; the members of the post-Closing Pono board having been elected or appointed as of the Closing; the SEC having completed their review of the proxy statement in connection with the Business Combination and it shall have been declared effective; the shares of Pono Class A common stock issued as Merger Consideration shall having been approved for listing on Nasdaq, subject to official notice of issuance; and the Restructuring having been completed and Pono has received evidence of such completion in a form and substance reasonably satisfactory to Pono; Pono shall have received written resignations, effective as of the Closing, of each of the directors and officers of the Company; each Lock-Up Agreement, the Non-Competition Agreement, the Escrow Agreement, the Registration Rights Agreement, and employment agreements with specified employees being executed and delivered. The boards of directors of SBC and Pono have unanimously approved the Merger Agreement and the proposed transactions. It is currently expected that the transaction will close in the fourth quarter of 2023 or the first quarter of 2024.

Loeb & Loeb LLP is acting as US legal counsel to Pono and Mori Hamada & Matsumoto is acting as Japanese legal counsel to Pono in the transaction. Laura Anthony of Anthony L.G., PLLC is acting as US legal counsel to SBC in the transaction. Loeb & Loeb LLP acted as legal advisor to Mehana Capital LLC. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent and Advantage Proxy, Inc. acted as information agent to Pono Capital.

As of June 15, 2023, Pono entered into Amendment No. 3 to the Merger Agreement (the “ Amendment ”) with the other parties thereto. Prior to the Amendment, the Merger Agreement provided that the date by which (i) SBC shall complete its agreed upon disclosure schedules, (ii) Pono shall complete its due diligence review of SBC, and (iii) the parties to the Merger Agreement shall agree upon any modifications or amendments to the Merger Agreement to the terms and conditions therein, among other related matters, was June 15, 2023. The Amendment extended the date by which these actions shall be completed to June 22, 2023.