Form 4: ZUU Co. Ltd. Reports Beneficial Ownership in Pono Capital Two, Inc.

ZUU Co. Ltd. and related entities report beneficial ownership of Class A Common Stock and warrants in Pono Capital Two, Inc. following a transaction on June 27, 2024.

Summary

• ZUU Co. Ltd., along with ZUU Funders Co. Ltd., ZUU Target Fund for SBC Medical Group HD Investment Partnership, and Kazumasa Tomita, filed a Form 4 regarding their beneficial ownership in Pono Capital Two, Inc. (PTWO).
• As of June 27, 2024, the reporting persons beneficially own 1,460,771 shares of Class A Common Stock indirectly through ZUU Funders Co. Ltd.
• They also may be deemed to own 71,347 units, each consisting of one share of Class A Common Stock and one warrant, with each warrant exercisable at $11.50.
• The warrants become exercisable 30 days after the completion of the issuer's initial business combination or 12 months from the effective date of the registration statement on Form S-1 (File No. 333-265571).
• The warrants expire five years after the completion of the issuer's initial business combination or earlier upon redemption or liquidation.

Sentiment

Score: 5

Explanation: The document is a standard regulatory filing, so the sentiment is neutral.

Future Outlook

The warrants become exercisable 30 days after the completion of the issuer's initial business combination or 12 months from the effective date of the registration statement on Form S-1 (File No. 333-265571), and expire five years after the completion of the issuer's initial business combination or earlier upon redemption or liquidation.

Management Comments

• The filing of this Form 4 shall not be construed as an admission that the Reporting Persons are or were for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owners of any of the securities of the issuer reported herein.
• Pursuant to Rule 16a-1, the Reporting Persons disclaim such beneficial ownership, except to the extent of their pecuniary interest.

Industry Context

Form 4 filings are standard practice for reporting changes in beneficial ownership by company insiders, providing transparency to the market.

Stakeholder Impact

• The filing provides transparency to shareholders regarding the ownership structure of Pono Capital Two, Inc.

Key Dates