Item 7.01. Regulation FD Disclosure.
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, in its capacity as Purchaser
Representative, and Yoshiyuki Aikawa, in his capacity as Seller Representative.
Pursuant to the Merger Agreement, at the closing of the transactions
contemplated by the Merger Agreement, Merger Sub will merge with and into SBC,
with SBC continuing as the surviving corporation. The transactions contemplated
by the Merger Agreement are referred to herein as the "Business Combination."
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.
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.
The foregoing is being furnished pursuant to Item 7.01 and will not be deemed to
be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or otherwise be subject to the liabilities of that
section, nor will it be deemed to be incorporated by reference in any filing
under the Securities Act of 1933, as amended (the "Securities Act") or the
Exchange Act.
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 initial public offering
prospectus, which was declared effective the SEC on August 8, 2022. 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.
© Edgar Online, source Glimpses