Form 4: ZUU Co. Ltd. Reports Changes in Beneficial Ownership of Pono Capital Two, Inc. (PTWO)

ZUU Co. Ltd. and related entities report changes in their beneficial ownership of Pono Capital Two, Inc. Class A Common Stock and warrants.

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 detailing changes in beneficial ownership of Pono Capital Two, Inc. (PTWO).
• On July 17, 2024, 5,404 shares of Class A Common Stock were acquired at $13 per share.
• On July 19, 2024, 2 shares of Class A Common Stock were acquired at $13 per share.
• Following these transactions, the reporting persons indirectly beneficially own 1,477,066 shares of Class A Common Stock.
• The reporting persons may be deemed to own 74,031 units, each consisting of one share of Class A Common Stock and one redeemable warrant, with each warrant exercisable at $11.50 per share.
• 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), whichever is later.
• 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 on the later of (i) 30 days after the completion of the issuer's initial business combination and (ii) 12 months from the effective date of the registration statement on Form S-1 (File No. 333-265571) for registrant's initial public offering, 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 and major shareholders, providing transparency to the market.

Stakeholder Impact

• The filing provides transparency to shareholders regarding the ownership structure of the company.

Key Dates