In a recent filing with the Securities and Exchange Commission, Pono Capital Two, Inc. detailed a strategic transaction that may influence its upcoming business combination. The Honolulu-based company, which operates in the healthcare sector, entered into a Non-Redemption Agreement with an unaffiliated investor, who committed to purchasing between 1,500,000 to 1,700,000 shares of Pono's Class A common stock from the open market.
This move, dated August 22, 2024, is aimed at ensuring the company meets the Nasdaq Stock Market's initial listing requirements post-merger, thereby facilitating the closing of Pono's proposed business combination with SBC Medical Group Holdings Incorporated. According to the agreement, the shares are to be acquired at prices not exceeding the redemption price offered to shareholders who opt for redemption in connection with the business combination approval.
The investor has already purchased 1,512,575 shares at an average price of $11.04 per share, signaling confidence in the company's prospects. However, Pono emphasizes that this transaction is not expected to affect the likelihood of stockholder approval for the business combination.
As of the evening of August 21, 2024, Pono received redemption requests for 135,471 shares of Class A common stock. The company's management is likely to view the relatively low number of redemption requests as a positive indicator of shareholder support for the impending business combination.
These developments come as Pono prepares for a special meeting of stockholders, where a vote on the business combination and related transactions will take place. The company has already disseminated proxy materials to its shareholders, urging them to review the information carefully ahead of the meeting.
The filing includes forward-looking statements regarding the business combination and its potential effects. Pono and SBC Medical Group Holdings Incorporated caution that these statements are subject to risks and uncertainties and actual results may differ from expectations.
This report is based on the latest SEC filing by Pono Capital Two, Inc., and provides an overview of the company's strategic actions as it approaches a significant milestone in its corporate trajectory.
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