Item 1.01 Entry into a Material Definitive Agreement
As previously disclosed, on May 3, 2023, Pono Capital Two, Inc. (the "Company"
or "Pono") 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 (as defined below). In connection with the
non-redemption agreements, Mehana Capital, LLC, the Company's sponsor (the
"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. On May 4, 2023, the Company entered into
an additional non-redemption agreement with an unaffiliated stockholder pursuant
to which such stockholder agreed not to redeem 225,000 of their public shares in
connection with the Extension Amendment, and in connection with the
non-redemption agreement, the Sponsor agreed to transfer to the stockholder that
entered into such agreement shares of common stock of the Company upon the
consummation of the Company's initial business combination.
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.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On May 8, 2023, as described below under Item 5.07, the stockholders of the
Company approved an amendment to the Company's Third Amended and Restated
Certificate of Incorporation (the "Charter") to implement the Extension Proposal
(as defined below) (the "Charter Amendment"). The Charter Amendment became
effective on May 8, 2023 upon filing with the Secretary of State of the State of
Delaware.
The foregoing description is qualified in its entirety by reference to the
Certificate of Amendment to the Third Amended and Restated Certificate of
Incorporation, dated May 8, 2023, a copy of which is attached as Exhibit 3.1
hereto and is incorporated by reference herein..
Item 5.07. Submissions of Matters to a Vote of Security Holders.
The Company initially held a special meeting of stockholders (the "Special
Meeting") of the Company (the "Initial Special Meeting") on May 5, 2023 at 10:00
a.m. Eastern Time. At the Initial Special Meeting, the Chairman determined, in
his discretion during this meeting, to present an adjournment proposal to the
Initial Special Meeting with respect to the Extension Amendment Proposal (as
defined below), and the stockholders of the Company voted to adjourn the meeting
until May 8, 2023 at 10:00 a.m. Eastern Time (the "Adjourned Special Meeting").
The Company then held the Adjourned Special Meeting on May 8, 2023. The meetings
were held via teleconference. Summarized below are the results of the matters
submitted to a vote at the Adjourned Special Meeting.
Matter For Against Abstain
Proposal 1 - The Extension Amendment
Proposal - A proposal to amend (the
"Extension Amendment") the Company's
Third Amended and Restated
Certificate of Incorporation (as
amended, the "Charter"), to (i)
extend the date by which Pono has to
consummate a business combination
from May 9, 2023 to February 9, 2024
(the "Extended Date") and (ii)
provide for the right of a holder of
Class B common stock of the Company,
par value $0.0001 per share ("Class
B Common Stock") to convert such
shares into shares of Class A common
stock of the Company, par value
$0.0001 per share ("Class A Common
Stock") on a one-for-one basis prior
to the closing of a business
combination at the election of the
holder. 12,147,718 722,941 0
Proposal 1 was approved by the Company's stockholders.
Item 7.01 Regulation FD Disclosure.
The Company's stockholders elected to redeem an aggregate of 9,577,250 shares of
Class A common stock of the Company in connection with the Special Meeting.
Following such redemptions, the amount of funds remaining in the trust account
is approximately $20.0 million. On May 8, 2023, Mehana Capital LLC, the Sponsor,
elected to convert 2,874,999 shares of Class B common stock of the Company to
2,874,999 shares of Class A Common Stock of the Company, on a one-for-one basis,
pursuant to the Charter Amendment. Accordingly, following the redemptions and
conversion referenced above, the Company has 5,489,624 shares of Class A common
stock issued and outstanding (3,566,874 of which are shares held by our initial
stockholders and are not subject to redemption) and one share of Class B common
stock of the Company.
The information in this Item 7.01, is being furnished and shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act, except as expressly
set forth by specific reference in such filing.
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
3.1 Certificate of Amendment to Third Amended and Restated Certificate
of Incorporation, dated May 8, 2023.
10.1 Form of Non-Redemption Agreement (incorporated by reference to
Exhibit 10.1 of the Current Report on Form 8-K filed by the Company
with the Securities and Exchange Commission on May 4, 2023).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
© Edgar Online, source Glimpses