Item 1.01. Entry into a Material Definitive Agreement.
On April 24, 2023, Pono Capital Two, Inc., a Delaware corporation (the "Company"
or "Pono"), filed a definitive proxy statement with the U.S. Securities and
Exchange Commission ("SEC") in connection with the special meeting of
stockholders to be held on May 5, 2023. As more fully described in the
definitive proxy statement, the special meeting will be held for the purpose of
considering and voting on a proposal to amend (the "Extension Amendment") the
Company's Third Amended and Restated Certificate of Incorporation (the
"Charter"), to extend the date by which the Company has to consummate a business
combination from May 9, 2023 to February 9, 2024.
In connection with the Extension Amendment, public stockholders may elect to
redeem their shares for a per-share price, payable in cash, equal to the
aggregate amount then on deposit in the trust account established in connection
with the Company's initial public offering (the "Trust Account"), including
interest not previously released to the Company to pay franchise and income
taxes, divided by the number of then outstanding public shares. If the Extension
Amendment is approved by the requisite vote of stockholders, the remaining
holders of public shares will retain their right to redeem their public shares
when the business combination is submitted to the stockholders, subject to any
limitations set forth in the Charter, as amended by the Extension Amendment.
On May 3, 2023, the Company entered into non-redemption agreements with certain
unaffiliated stockholders owning, in the aggregate, 773,682 shares of the
Company's Class A common stock, pursuant to which such stockholders agreed,
among other things, not to redeem or exercise any right to redeem such public
shares in connection with the Extension Amendment. In connection with the
non-redemption agreements, Mehana Capital, LLC, the Company's sponsor, agreed to
transfer to the stockholders that entered into such agreements shares of common
stock of the Company upon the consummation of the Company's initial business
combination. The Company may enter into other agreements with one or more
stockholders pursuant to which such stockholders will agree not to redeem all or
a portion of their public shares in connection with the Extension Amendment. No
additional funds will be deposited into the Trust Account.
A form of the non-redemption agreement is filed with this Current Report on Form
8-K as Exhibit 10.1 and is incorporated herein by reference. The foregoing
description of the non-redemption agreements and the transactions contemplated
thereby is not complete and is qualified in its entirety by reference to the
form of non-redemption agreement filed herewith.
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
10.1 Form of Non-Redemption Agreement.
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document)
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