UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

________________

Schedule 14A

________________

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No.   )

Filed by the Registrant	☒
Filed by a Party other than the Registrant	☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12

PONO CAPITAL TWO, INC.
(Name of Registrant as Specified in its Charter)

_____________________________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☐	No fee required
☒	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

PROXY STATEMENT
FOR SPECIAL MEETING OF PONO CAPITAL TWO, INC.

To the Stockholders of Pono Capital Two, Inc.:

We are pleased to provide this proxy statement relating to the proposed merger (the “Merger”) of Pono Two Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and a wholly-owned subsidiary of Pono Capital Two, Inc., a Delaware corporation (“Pono”), with and into SBC Medical Group Holdings Incorporated, a Delaware corporation (“SBC”), pursuant to an Agreement and Plan of Merger, dated as of January 31, 2023, and as amended and restated on June 21, 2023 (as amended by Amendment No.1, dated as of September8, 2023, Amendment No.2, dated as of October26, 2023, Amendment No.3, dated as of December28, 2023, and Amendment No.4, dated as of April22, 2024 and as it may be further amended or supplemented from time to time, the “Merger Agreement”), by and among Pono, Merger Sub, SBC, Mehana Capital LLC, in its capacity as the representative of the stockholders of Pono, and Yoshiyuki Aikawa in his personal capacity and his capacity as the representative of the stockholders of SBC. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement. If (i) the Merger Agreement is adopted and the Merger and the other transactions contemplated thereby (collectively, the “Business Combination”) are approved by Pono’s and SBC’s stockholders, and (ii) the Business Combination is subsequently completed, (a) the Merger Sub will merge with and into SBC with SBC surviving the Merger as a wholly-owned subsidiary of Pono, (b) all of the issued and outstanding capital stock of SBC immediately prior to the effective time of the Merger (the “Effective Time”) (other than those properly exercising any applicable appraisal rights under Delaware law) will automatically be cancelled and shall cease to exist, in exchange for the right to receive pro rata shares of the Merger Consideration (as defined below), and (c) each outstanding option and warrant to acquire shares of SBC common stock (whether vested or unvested) will be assumed by Pono and automatically converted into an option or warrant to acquire shares of Pono common stock, with its price and number of shares equitably adjusted based on the conversion ratio of the shares of SBC common stock into the Merger Consideration, as provided in the Merger Agreement and as more particularly described in the notice that follows this page and elsewhere in this proxy statement. Upon the consummation of the Business Combination, Pono will change its name to “SBC Medical Group Holdings Incorporated.”

The Merger Agreement provides that as consideration for the Business Combination, the holders of SBC securities (“SBC securityholders”) as of the closing of the Business Combination, collectively will be entitled to receive from Pono, a number of Pono’s securities with an aggregate value equal to (a) $1,000,000,000, 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 “Merger Consideration”). As of the date of this proxy statement, we estimate that the Merger Consideration to be $1,064,066,356 and Merger Consideration per share to be approximately $129.46. This estimate assumes that (i) SBC’s Net Working Capital ($21,607,403), outstanding indebtedness ($50,151,813), and cash on hand ($96,181,550) at Closing were the same as on March31, 2024, (ii) specified transaction expenses of SBC associated with the Business Combination (inclusive of advisory, banking, printing, legal and accounting fees) at Closing are $570,784, and (iii) the number of shares of common stock (7,949,000) and warrants (270,000) of SBC outstanding immediately prior to the merger are the same as that outstanding on March31, 2024. The Merger Consideration to be paid to SBC securityholders will be paid solely by the delivery of new shares of Pono common stock, with each valued at the price per share at which each share of Pono Class A common stock is redeemed or converted pursuant to the redemption by Pono of its public stockholders in connection with the Business Combination, as required by Pono’s third amended and restated certificate of incorporation and by-laws and Pono’s initial public offering prospectus. See “Summary of the Proxy statement — The Business Combination Proposal (Proposal 1) — Merger Consideration” for additional details. Following the Business Combination, the combined company will be a “controlled company” within the meaning of the applicable rules of The Nasdaq Stock Market LLC and, upon closing, Dr. Yoshiyuki Aikawa will control approximately 81.4% of the voting power of the outstanding common stock of the combined company if there are no additional redemptions by the public stockholders of the combined company.”

Pono’s units, Pono Class A common stock and Pono’s public warrants are publicly traded on the Nasdaq Global Market (“Nasdaq”). We will apply to list the new Pono common stock and public warrants on Nasdaq under the symbols “SBC” and “SBCW,” respectively, upon the closing of the Business Combination (the “Closing”). Upon the Closing, Pono’s units will be separated into their component securities and will cease to be listed on Nasdaq.

Pono will hold a virtual special meeting of its stockholders in order to obtain the stockholder approvals necessary to complete the Business Combination. At the Pono Special Meeting, which will be held exclusively via a live audio webcast at https://www.cstproxy.com/ponocapitaltwo/bc2024, on August 23 at 1:00 p.m., Eastern Time, unless postponed or adjourned to a later date, Pono will ask its stockholders to adopt the Merger Agreement and the related transactions thereby approving the Business Combination and to approve the other proposals described in this proxy statement. To participate in the virtual meeting, a Pono stockholder of record will need the 12-digit control number included on such stockholder’s proxy card or instructions that accompanied such stockholder’s proxy materials. If a Pono stockholder holds his, her or its shares in “street name,” which means his, her or its shares are held of record by a broker, bank or other nominee, such Pono stockholder should contact his, her or its broker, bank or nominee to ensure that votes related to the shares he, she or it beneficially owns are properly counted. In this regard, such Pono stockholder must provide the record holder of his, her or its shares with instructions on how to vote his, her or its shares or, if such Pono stockholder wishes to attend the special meeting of Pono and vote in person, obtain a proxy from his, her or its broker, bank or nominee. The live audio webcast of the Pono special meeting will begin promptly at 1:00 p.m. Eastern time on August23, 2024. Pono stockholders are encouraged to access the special meeting of Pono prior to the start time. If you encounter any difficulties accessing the virtual meeting or during the meeting time, please call the technical support number that will be posted on the virtual meeting login page.

If you have any questions or need assistance with voting your Pono common stock, please contact our proxy solicitor, Advantage Proxy, at (877) 870-8565, or by email at ksmith@advantageproxy.com. This proxy statement and the notice of the special meeting relating to the Business Combination will be available at https://www.cstproxy.com/ponocapitaltwo/bc2024.

This proxy statement provides you with detailed information about the Business Combination and other matters to be considered at the special meeting of Pono’s stockholders. We encourage you to carefully read this entire proxy statement, including all annexes attached hereto.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the Special Meeting or not, please sign, date and return the proxy card accompanying the proxy statement as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

Whether or not you plan to attend the Special Meeting, we urge you to read the accompanying proxy statement, including the financial statements and annexes and other documents referred to therein, carefully and in their entirety. IN PARTICULAR, YOU SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER “RISK FACTORS” BEGINNING ON PAGE 45 OF THE ACCOMPANYING PROXY STATEMENT.

After careful consideration, the Pono Board has determined that each of the Proposals is fair to and in the best interests of Pono and its stockholders, and has approved such proposals. The Pono Board recommends that stockholders: vote “FOR” the Business Combination Proposal; vote “FOR” each of the Charter Amendment Proposals; vote “FOR” the Director Election Proposal; vote “FOR” the Incentive Plan Proposal; vote “FOR” the Nasdaq Proposal; and vote “FOR” the Adjournment Proposal, if it is presented at the meeting. When you consider the Pono Board’s recommendation of these proposals, you should keep in mind that the Sponsor, directors and officers of Pono have interests in the Business Combination that may conflict with your interests as a stockholder. See the section titled “The Business Combination Proposal — Interests of Pono’s Directors and Officers in the Business Combination.”

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST, PRIOR TO 5:00 P.M., EASTERN TIME, ON AUGUST21, 2024 (TWO (2) BUSINESS DAYS BEFORE THE PONO SPECIAL MEETING), TENDER YOUR SHARES PHYSICALLY OR ELECTRONICALLY AND SUBMIT A REQUEST IN WRITING THAT WE REDEEM YOUR PUBLIC SHARES FOR CASH TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY. PLEASE ALSO AFFIRMATIVELY CERTIFY IN YOUR REQUEST TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY FOR REDEMPTION IF YOU “ARE” OR “ARE NOT” ACTING IN CONCERT OR AS A “GROUP” (AS DEFINED IN SECTION 13(D)(3) OF THE EXCHANGE ACT) WITH ANY OTHER STOCKHOLDER WITH RESPECT TO SHARES OF COMMON STOCK. YOU MUST ACT IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THIS PROXY STATEMENT. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN

THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “THE PONO SPECIALMEETING — REDEMPTION RIGHTS” IN THIS PROXY STATEMENT FOR MORE SPECIFIC INSTRUCTIONS.

On behalf of the Pono Board, I would like to thank you for your support and look forward to the successful completion of the Business Combination.

Very truly yours,

Darryl Nakamoto
Chief Executive Officer
Pono Capital Two, Inc.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

This proxy statement is dated August12, 2024, and is first being mailed to stockholders of Pono on or about August12, 2024.

PONO CAPITAL TWO, INC.
643 Ilalo St. #102
Honolulu, Hawaii 96813

TO THE STOCKHOLDERS OF PONO CAPITAL TWO, INC.:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “Pono Special Meeting”) of Pono Capital Two, Inc., a Delaware corporation (“Pono”), will be held virtually at 1:00 p.m. Eastern Time, on August23, 2024. Details on how to participate are more fully described in this proxy statement. At the Pono Special Meeting, Pono stockholders will be asked to consider and vote upon the following proposals (collectively, the “Proposals”).

You are cordially invited to attend the Stockholders Meeting, which will be held for the following purposes:

(1)The Business Combination Proposal (Proposal 1) — To approve and adopt the Agreement and Plan of Merger, dated as of January 31, 2023, as amended and restated on June 21, 2023 (as amended by Amendment No.1, dated as of September8, 2023, Amendment No.2, dated October26, 2023, Amendment No.3, dated as of December28, 2023, and Amendment No.4, dated as of April22, 2024 and as it may be further amended or supplemented from time to time, 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 the representative of the stockholders of Pono, and Yoshiyuki Aikawa in his personal capacity and his capacity as the representative of the stockholders of SBC, and approve the transactions contemplated thereby, including the merger of Merger Sub with and into SBC, with SBC continuing as the surviving corporation and as a wholly-owned subsidiary of Pono (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Business Combination”). Subject to the terms and conditions set forth in the Merger Agreement, among other matters, at the effective time of the Merger (the “Effective Time”):

(a)the outstanding shares of Class A common stock, par value $0.0001 per share, of Pono (“Pono Class A common stock”), including any shares of Class B common stock, par value $0.0001 per share, of Pono (“Pono Class B common stock”, and together with the Pono Class A common stock, the “Pono common stock”) that are converted into Pono Class A common stock in accordance with Pono’s third amended and restated certificate of incorporation (the “Pono Charter”), will be redesignated as common stock, par value $0.0001 per share, of SBC Medical Group Holdings Incorporated (which will be the new name of Pono after the Closing, as described below, “New Pono”) (referred to herein as “New Pono common stock”);

(b)As consideration for the Merger, the SBC securityholders as of immediately prior to the Effective Time (“SBC securityholders”), shall be entitled to receive from Pono, a number of Pono’s securities with an aggregate value equal to (a) $1,000,000,000, 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 “Merger Consideration”), and upon the Merger (i) all of the issued and outstanding capital stock of SBC immediately prior to the Effective Time (other than those properly exercising any applicable appraisal rights under Delaware law) will automatically be cancelled and shall cease to exist, in exchange for the right to receive pro rata shares of the aggregate Merger Consideration to be paid to SBC stockholders as of immediately prior to the Effective Time (“SBC stockholders”), and (ii) each outstanding option and warrant to acquire shares of SBC common stock (whether vested or unvested) will be assumed by Pono and automatically converted into an option or warrant to acquire shares of New Pono common stock, with its price and number of shares equitably adjusted based on the conversion ratio of the shares of SBC common stock into the Merger Consideration, as provided in the Merger Agreement and as more particularly described in the notice that follows this page and elsewhere in this proxy statement. As of the date of this proxy statement, we estimate that the Merger Consideration to be $1,064,066,356 and Merger Consideration per share to be

approximately $129.46. This estimate assumes that (i) SBC’s Net Working Capital ($21,607,403), outstanding indebtedness ($50,151,813), and cash on hand ($96,181,550) at Closing were the same as on March31, 2024, (ii) specified transaction expenses of SBC associated with the Business Combination (inclusive of advisory, banking, printing, legal and accounting fees) at Closing are $570,784, and (iii) the number of shares of common stock (7,949,000) and warrants (270,000) of SBC outstanding immediately prior to the merger are the same as that outstanding on March31, 2024.

We refer to this proposal as the “Business Combination Proposal.” A copy of the Merger Agreement and the related agreements to be entered into pursuant to the Merger Agreement are attached to this proxy statement asAnnex A.

(2)Charter Amendment Proposals (Proposals 2 Through 4) — To approve and adopt an amendment and restatement to the third amended and restated of certificate of incorporation of Pono (the “Pono Charter”), as set out in the draft fourth amended and restated version of Pono Charter appended to this proxy statement asAnnex B (the “Amended Charter”), for the following amendments (collectively, the “Charter Amendment Proposals”):

(A)Name Change — To provide that the name of Pono shall be changed to “SBC Medical Group Holdings Incorporated” (Proposal 2);

(B)Amendment of Blank Check Provisions — To remove and change certain provisions in the Pono Charter related to Pono’s status as a special purpose acquisition company, including but not limited to the deletion of Article IX of the Pono Charter in its entirety (Proposal 3); and

(C)Amendment and Restatement of the Pono Charter — Conditioned upon the approval of Proposals 2 and3, to approve the proposed Amended Charter in the form attached asAnnex Bhereto, which includes the approval of all other changes in the proposed Amended Charter in connection with replacing the existing Pono Charter with the proposed Amended Charter as of the Effective Time (Proposal 4).

(3)The Director Election Proposal (Proposal 5) — To consider and vote upon a proposal to elect five (5) directors to serve staggered terms on the board of directors of New Pono effective from the consummation of the Business Combination until the 2024, 2025 or 2026 annual meeting of stockholders, respectively and until their respective successors are duly elected and qualified (the “Director Election Proposal”);

(4)The Incentive Plan Proposal (Proposal 6) — To consider and vote upon a proposal to adopt the SBC Medical Group Holdings Incorporated Equity Incentive Plan (the “Equity Incentive Plan”), a copy of which is attached to this proxy statement asAnnex C and the issuance of common stock equal to 15% of the fully diluted, and as converted, amount of New Pono common stock to be outstanding immediately following consummation of the business combination, or approximately 15,000,000shares of common stock as equity awards in accordance with the Equity Incentive Plan, if such plan is approved in accordance with the Incentive Plan Proposal (the “Incentive Plan Proposal”);

(5)The Nasdaq Proposal (Proposal 7) — To consider and vote upon a proposal to approve, for purposes of complying with Nasdaq Listing Rule 5635, the issuance of up to 100,000,000 newly issued shares of common stock in the Business Combination, which amount will be determined as described in more detail in the accompanying proxy statement (the “Nasdaq Proposal”); and

(6)The Adjournment Proposal (Proposal 8) — To consider and vote upon a proposal to adjourn the Pono Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Pono Special Meeting, there are not sufficient votes to approve the Business Combination Proposal, the Charter Amendment Proposals, the Director Election Proposal, the Incentive Plan Proposal, or the Nasdaq Proposal. We refer to this proposal as the “Adjournment Proposal.”

Only holders of record of Pono common stock at the close of business on June27, 2024 (the “Record Date”) are entitled to notice of the Pono Special Meeting and to vote at the Pono Special Meeting and any adjournments or postponements of the Pono Special Meeting. A complete list of Pono stockholders of record entitled to vote at the Pono Special Meeting will be available for ten days before the Pono Special Meeting at the principal executive offices of Pono for inspection by stockholders during ordinary business hours for any purpose germane to the Pono Special Meeting.

Pursuant to the Pono Charter, Pono is providing Pono public stockholders with the opportunity to redeem, upon the closing of the Business Combination, shares of Pono Class A common stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the closing of the Business Combination) in the trust account of Pono (the “Trust Account”) that holds the proceeds (including interest but less taxes payable) of the Pono initial public offering (the “Pono IPO”), including over-allotment securities issued to Pono’s underwriters after the Pono IPO. As of the Record Date, based on funds in the Trust Account of approximately $18.0million as of such date, the pro rata portion of the funds available in the Trust Account for the redemption of public shares of Pono Class A common stock was approximately $10.92 per share. Pono public stockholders are not required to affirmatively vote for or against the Business Combination in order to redeem their shares of common stock for cash. This means that public stockholders who hold shares of Pono Class A common stock on or before August21, 2024 (two (2) business days before the Pono Special Meeting) will be eligible to elect to have their shares of Pono Class A common stock redeemed for cash in connection with the Pono Special Meeting, whether or not they are holders as of the Record Date, and whether or not such shares are voted at the Pono Special Meeting. A public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, with respect to more than 15% of the shares of Pono common stock included in the units of Pono sold in the Pono IPO (including over-allotment securities sold to Pono’s underwriters after the Pono IPO) without the prior consent of Pono. Holders of Pono’s outstanding public warrants and units do not have redemption rights with respect to such securities in connection with the Business Combination. Holders of outstanding Pono units must separate the underlying shares of Pono Class A common stock and public warrants prior to exercising redemption rights with respect to the public Pono Class A common stock. Mehana Capital LLC, the sponsor of Pono (the “Sponsor”), and Pono’s officers and directors have agreed to waive their redemption rights with respect to any shares of Pono common stock they may hold in connection with the consummation of the Business Combination; and all such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. No consideration was provided to the Sponsor in exchange for this agreement, and as a market standard agreement of sponsors and other insiders in connection with initial public offerings of special purpose acquisition companies, did not involve negotiations of such term. Currently, the Sponsor and our directors and officers beneficially own approximately 67.28% of the issued and outstanding shares of Pono common stock. The Sponsor and Pono’s directors and officers have agreed to vote any shares of Pono common stock owned by them in favor of the Business Combination, which would include Business Combination Proposal and the other Proposals.

The approval of each of the Business Combination Proposal, the Incentive Plan Proposal, the Nasdaq Proposal and the Adjournment Proposal requires the affirmative vote of a majority of the issued and outstanding shares of Pono common stock as of the Record Date cast by the stockholders represented in person or by proxy and entitled to vote thereon at the Pono Special Meeting. The approval of the Charter Amendment Proposals requires the affirmative vote of a majority of the issued and outstanding shares of Pono common stock as of the Record Date entitled to vote thereon. The approval of the Director Election Proposal requires a plurality vote of the shares of Pono common stock cast by the stockholders represented in person or by proxy and entitled to vote thereon at the Pono Special Meeting. If the Business Combination Proposal is not approved, the Charter Amendment Proposals, the Director Election Proposal, the Incentive Plan Proposal and the Nasdaq Proposal will not be presented to the Pono stockholders for a vote. The approval of the Business Combination Proposal, the Charter Amendment Proposals, the Director Election Proposal, the Incentive Plan Proposal and the Nasdaq Proposal are preconditions to the consummation of the Business Combination. The board of directors of Pono has already approved the Business Combination.

As of the Record Date, there was approximately $18.0million in the Trust Account. Any redemption of shares of Pono Class A common stock by Pono’s public stockholders will decrease the amount in the Trust Account. In accordance with the Pono Charter, net tangible assets must be maintained at a minimum of $5,000,001 immediately prior to or upon consummation of the Business Combination.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the Special Meeting or not, please sign, date and return the proxy card accompanying the proxy statement as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

Your attention is directed to this proxy statement (including the annexes hereto) for a more complete description of the proposed Business Combination and related transactions and each of the Proposals. We encourage you to read this proxy statement carefully. If you have any questions or need assistance voting your shares, please call our proxy solicitor, Advantage Proxy, at (877) 870-8565.

By Order of the Board of Directors of
Pono Capital Two, Inc.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of stockholders to be held on August23, 2024. This notice of Special Meeting and the accompanying proxy statement will be available at https://www.cstproxy.com/ponocapitaltwo/bc2024.

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST, PRIOR TO 5:00 P.M., EASTERN TIME, ON AUGUST21, 2024 (TWO (2) BUSINESS DAYS BEFORE THE PONO SPECIAL MEETING), TENDER YOUR SHARES PHYSICALLY OR ELECTRONICALLY AND SUBMIT A REQUEST IN WRITING THAT WE REDEEM YOUR PUBLIC SHARES FOR CASH TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY. PLEASE ALSO AFFIRMATIVELY CERTIFY IN YOUR REQUEST TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY FOR REDEMPTION IF YOU “ARE” OR “ARE NOT” ACTING IN CONCERT OR AS A “GROUP” (AS DEFINED IN SECTION 13(D)(3) OF THE EXCHANGE ACT) WITH ANY OTHER STOCKHOLDER WITH RESPECT TO SHARES OF COMMON STOCK. YOU MUST ACT IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THIS PROXY STATEMENT. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “THE PONO SPECIALMEETING — REDEMPTION RIGHTS” IN THIS PROXY STATEMENT FOR MORE SPECIFIC INSTRUCTIONS.

TABLE OF CONTENTS

	Page
ABOUT THIS DOCUMENT	1
MARKET AND INDUSTRY DATA	1
TRADEMARKS	1
FREQUENTLY USED TERMS	2
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	6
QUESTIONS AND ANSWERS	9
SUMMARY OF THE PROXY STATEMENT	25
SUMMARY HISTORICAL FINANCIAL INFORMATION OF PONO	42
SELECTED HISTORICAL FINANCIAL INFORMATION OF SBC	43
SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED AND CONSOLIDATED FINANCIAL INFORMATION	44
RISK FACTORS	45
UNAUDITED PRO FORMA CONDENSED COMBINED AND CONSOLIDATED FINANCIAL INFORMATION	99
THE PONO SPECIAL MEETING	110
THE BUSINESS COMBINATION PROPOSAL (PROPOSAL 1)	116
THE CHARTER AMENDMENT PROPOSALS (PROPOSALS 2 Through 4)	148
THE DIRECTOR ELECTION PROPOSAL (PROPOSAL 5)	149
THE INCENTIVE PLAN PROPOSAL (PROPOSAL 6)	151
THE NASDAQ PROPOSAL (PROPOSAL 7)	156
THE ADJOURNMENT PROPOSAL (PROPOSAL 8)	157
INFORMATION ABOUT PONO	158
PONO’S MANAGEMENT	161
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF PONO	169
INFORMATION ABOUT SBC	175
EXECUTIVE OFFICERS AND DIRECTORS OF SBC	230
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF SBC	232
DESCRIPTION OF SECURITIES OF NEW PONO CAPITAL	247
SECURITIES ACT RESTRICTIONS ON RESALE OF COMMON STOCK	256
COMPARISON OF STOCKHOLDER RIGHTS	257
BENEFICIAL OWNERSHIP OF SECURITIES	266
MANAGEMENT AFTER THE BUSINESS COMBINATION	269
EXECUTIVE AND DIRECTOR COMPENSATION OF SBC	274
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS	280
APPRAISAL RIGHTS	290
TRANSFER AGENT AND REGISTRAR	290
DELIVERY OF DOCUMENTS TO STOCKHOLDERS	290
SUBMISSION OF STOCKHOLDER PROPOSALS	290
FUTURE STOCKHOLDER PROPOSALS	291
STOCKHOLDER COMMUNICATIONS	291
WHERE YOU CAN FIND MORE INFORMATION	292
INDEX TO FINANCIAL STATEMENTS	F-1
ANNEX A AGREEMENT AND PLAN OF MERGER	A-1
ANNEX B FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION	B-1
ANNEX C SBC MEDICAL GROUP HOLDINGS INCORPORATED EQUITY INCENTIVE PLAN	C-1
ANNEX D OPINION OF ANTHONY, LINDER & CACOMANOLIS, PLLC	D-1

i

ABOUT THIS DOCUMENT

This document constitutes a notice of meeting and a proxy statement of Pono under Section 14(a) of the Exchange Act.

You should rely only on the information contained in this proxy statement. No one has been authorized to provide you with information that is different from that contained in this proxy statement. This proxy statement is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this proxy statement is accurate as of any date other than that date. Neither the mailing of this proxy statement to Pono stockholders nor the issuance by Pono of its common stock in connection with the Business Combination will create any implication to the contrary.

Information contained in this proxy statement regarding Pono and its business, operations, management and other matters has been provided by Pono and information contained in this proxy statement regarding SBC and its business, operations, management and other matters has been provided by SBC.

Convenience translations included in this proxy statement of Japanese yen (“JPY” or “¥”) into U.S. dollars have been made at the following exchange rates of JPY into US$1.00:

	December 31, 2023	December 31, 2022
Current JPY: US$1 exchange rate	141.0350	131.0000
Average JPY: US$1 exchange rate	140.5261	131.4044

	March 31, 2024	March 31, 2023
Current JPY:US$1 exchange rate	151.3380	132.9980
Average JPY:US$1 exchange rate	148.4462	132.2852

MARKET AND INDUSTRY DATA

This proxy statement contains information concerning the market and industry in which SBC conducts its business. SBC operates in an industry in which it is difficult to obtain precise industry and market information. SBC has obtained market and industry data in this proxy statement from industry publications and from surveys or studies conducted by third parties that it believes to be reliable. While SBC is not aware of any misstatements regarding any industry data presented in this proxy statement, such data involves risks and uncertainties and is subject to change based on various factors, including those discussed under the section entitled “Risk Factors” in this proxy statement.

TRADEMARKS

This proxy statement references the trademark and service marks of SBC, some of which have been previously approved in Japan and some of which are currently pending approval in Japan and with the International Bureau of the World Intellectual Property Organization. Such trademark and service marks include “SBC”, “Shonan Beauty Clinic”, “SBCLABO”, “Hair Renaissance”, “SBC MEDISPA”, and “ACNEED”. The trademark and service marks that were filed in the name of SBC and are currently pending, if approved by the jurisdiction of application and registered therein, will be protected under applicable intellectual property laws and are the property of SBC or its subsidiaries. There can be no assurance the currently pending trademarks will be approved. This proxy statement also contains trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. Trademarks and service marks are collectively referred to herein as “Trademarks.” Solely for convenience, trademarks and trade names referred to in this proxy statement may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks and trade names.

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FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” and “Pono” refer to Pono Capital Two, Inc.

In this document:

“2023 Non-Redemption Agreements” means the non-redemption agreements entered into in May 2023, by Pono and the Sponsor and certain unaffiliated stockholders owning, in the aggregate, 998,682shares of Pono Class A common stock prior to entering into the Non-Redemption Agreements, 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 of Pono from May9, 2023 to February9, 2024, and in connection therewith, the Sponsor agreed to transfer to the stockholders that entered into such agreements 339,565 Sponsor Shares upon the consummation of Pono’s initial business combination.

“2023 Non-Redemption Agreement Investors” means the investors that entered into the Non-Redemption Agreements.

“2024 Non-Redemption Agreement” means the non-redemption agreement entered into on January11, 2024, by Pono and an unaffiliated investor (the “Holder”), pursuant to which the Holder agreed to acquire from public stockholders of Pono 1,500,000 to 1,700,000shares of Class A common stock in the open market, at a prices no higher than the redemption price per share payable to stockholders who exercise redemption rights in connection with the stockholder vote to approve the Business Combination, prior to the stockholder meeting to vote on the amendment to Pono’s amended and restated articles of incorporation to extend the date by which Pono has to consummate a business combination from February9, 2024 to November9, 2024, and to agree to waive its redemption rights and hold the shares until after the closing of the Business Combination and to not vote any shares in connection with the Business Combination pursuant to the terms of the 2024 Non-Redemption Agreement.

“Amended Charter” means the fourth amended and restated certificate of incorporation of Pono to be adopted by Pono pursuant to the Charter Amendment Proposals.

“Board” or “Pono Board” means the board of directors of Pono.

“Business Combination” means the Merger and the other transactions contemplated by the Merger Agreement.

“Class A common stock” means the Class A common stock, par value $0.0001 per share, of Pono.

“Class B common stock” means the Class B common stock, par value $0.0001 per share, of Pono.

“Closing” means the closing of the Business Combination.

“Code” means the Internal Revenue Code, as amended.

“Continental” means Continental Stock Transfer & Trust Company, the transfer agent.

“Combined Entity” or “New Pono” means Pono after giving effect to the Business Combination, and which will include SBC and any other direct or indirect subsidiaries of Pono to the extent reasonably applicable.

“Common Stock” means any of the Class A common stock and the Class B common stock.

“DGCL” means the General Corporation Law of the State of Delaware, as amended.

“EF Hutton” means EF Hutton, division of Benchmark Investments, LLC, the representative of the underwriters in the IPO.

“Effective Time” means the effective time of the Merger in accordance with the Merger Agreement.

“Equity Incentive Plan” means the SBC Medical Group Holdings Incorporated Equity Incentive Plan, as such may be amended, supplemented or modified from time to time, which shall be adopted by Pono and approved in accordance with the Incentive Plan Proposal to be effective as of the Closing of the Business Combination.

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“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Founder Shares” means the 2,875,000shares of Class B common stock sold to the Sponsor prior to the Pono IPO, 2,874,999 of which were converted into shares of Class A common stock on May 8, 2023.

“Initial Stockholders” means the Sponsor.

“Holder” means the investor in the 2024 Non-Redemption Agreement.

“Marcum” means Marcum LLP, Pono’s independent registered public accounting firm.

“Merger” means the merger of Merger Sub with and into SBC, with SBC continuing as the surviving corporation and as a wholly-owned subsidiary of Pono, in accordance with the terms of the Merger Agreement.

“Merger Agreement” means the Agreement and Plan of Merger, dated January 31, 2023, as amended and restated on June 21, 2023, as amended by Amendment No.1, dated as of September8, 2023, Amendment No.2, dated as of October26, 2023, Amendment No.3, dated as of December28, 2023, and Amendment No.4, dated as of April22, 2024, and as it may be further amended or supplemented from time to time, by and among Pono, Merger Sub, SBC, the Sponsor in his personal capacity and his capacity as the representative of Pono, and Yoshiyuki Aikawa, in his personal capacity and his capacity as the representative of the SBC stockholders.

“Merger Sub” means Pono Two Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Pono.

“New Pono common stock” means the common stock, par value $0.0001 per share, of Pono (which will be renamed SBC Medical Group Holdings Incorporated) following the Business Combination; such common stock was previously designated Class A common stock of Pono, and New Pono common stock will include any shares of Class B common stock all of which will be converted into Class A common stock in connection with the Closing pursuant to the Pono Charter.

“Placement Shares” means the shares of Pono Class A common stock included within the Placement Units.

“Placement Units” means 634,375 units issued to the Sponsor in the Private Placement. Each Placement Unit consists of one Placement Share and one Placement Warrant.

“Placement Warrant” means the warrants included within the Placement Units. Each Placement Warrant entitles the holder thereof to purchase one share of Pono Class A common stock for $11.50 per share.

“Pono” means Pono Capital Two, Inc., a Delaware corporation, which will be renamed “SBC Medical Group Holdings Incorporated” in connection with the Closing.

“Pono Charter” or “Charter” means Pono’s third amended and restated certificate of incorporation as filed with the Secretary of State of the State of Delaware on August 2, 2022.

“Pono IPO,” “IPO” or “Initial Public Offering” means Pono’s initial public offering that was consummated on August 9, 2022.

“Pono IPO Prospectus” means the final prospectus of Pono, dated as of August 4, 2022, and filed with the SEC pursuant to Rule 424(b) under the Securities Act on August 4, 2022 (File No. 333-265571).

“Pono Special Meeting” means the special meeting of the stockholders of Pono, to be held virtually at 1:00 p.m. Eastern Time, on August23, 2024.

“Private Placement” means the private placement consummated simultaneously with the Pono IPO in which Pono issued to the Sponsor the Placement Units.

“Proposals” means the Business Combination Proposal, the Charter Amendment Proposals, the Director Election Proposal, the Incentive Plan Proposal, the Nasdaq Proposal and the Adjournment Proposal.

“Public Shares” means shares of Class A common stock included in the Public Units and shares of Class A common stock underlying the Public Warrants.

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“Public Units” means units issued in the Pono IPO, including any over-allotment securities acquired by Pono’s underwriters, consisting of one Public Share and one Public Warrant.

“Public Warrants” means warrants underlying the Units issued in the Pono IPO. Each whole Public Warrant entitles the holder thereof to purchase one share of Class A common stock for $11.50 per share.

“Purchaser Support Agreement” means the agreement by and among Sponsor, Pono and SBC to, among other things, vote its shares of Pono common stock in favor of the adoption and approval of the Merger Agreement and the transactions contemplated thereby, substantially in the form of Exhibit B to the Merger Agreement.

“Registration Rights Agreement” means the Registration Rights Agreement by and among SBC, Pono, and significant SBC stockholders in substantially the form of Exhibit E to the Merger Agreement

“Redemption” means the right of the holders of Class A common stock to have their shares redeemed in accordance with the procedures set forth in this proxy statement and the Pono Charter.

“Required Proposals” means the Business Combination Proposal, the Charter Amendment Proposals, the Director Election Proposal, the Incentive Plan Proposal and the Nasdaq Proposal.

“Restructuring” means certain restructuring transactions pursuant to which SBC or a subsidiary will acquire the economic or other interests of SBC Medical Group Co., Ltd., a Japanese corporation (“SBC-Japan”) and certain affiliated service companies (“Service Companies”), and other entities (the Service Companies and the other entities together, the “Target Companies”, and the restructuring transactions, the “Restructuring”).

“SBC” means SBC Medical Group Holdings Incorporated, a Delaware corporation, and includes the surviving corporation after the Merger. References herein to SBC will include its subsidiaries to the extent reasonably applicable.

“SBC Board” means the board of directors of SBC.

“SBC common stock” means shares of common stock, par value $0.0001 per share, of SBC.

“SBC Convertible Securities” means, collectively, any SBC Options, SBC warrants or rights to subscribe for or purchase any capital stock of the SBC or securities convertible into or exchangeable for, or that otherwise confer on the holder any right to acquire any capital stock of the SBC.

“SBC Options” means, collectively, all outstanding options to purchase shares of SBC common stock, whether or not exercisable and whether or not vested, immediately prior to the Effective Time under the SBC Plan or otherwise.

“SBC Plan” means the SBC Medical Group Holdings Incorporated 2022 Equity Incentive Plan.

“SBC securityholders” refers to holders of capital stock, options and other SBC Convertible Securities as of the time immediately before the Effective Time.

“SBC securities” means any of the SBC common stock and any SBC Convertible Securities.

“SBC stockholders” refers to holders of capital stock of SBC as of the time immediately before the Effective Time.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Sponsor” means Mehana Capital LLC.

“Sponsor Shares” means the 1,200,000shares of New Pono Common Stock to be granted by New Pono to the Sponsor on or prior to the earlier of (i) the six month anniversary of the Closing and (ii) the expiration of the lock-up

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of Pono’s founder shares; provided, however, that the Sponsor in its sole discretion may direct New Pono to issue all or a portion of the Sponsor Shares on such earlier or later date as it shall determine (which date shall not be earlier than the Closing).

“Sponsor Working Capital Loan” means the loan of up to $1,500,000 from Sponsor to Pono in order to finance transaction costs in connection with a business combination transaction, as may be required. Such Sponsor Working Capital Loans may either be repaid upon the consummation of a business combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such loans may be converted upon consummation of a business combination into additional Placement Units at a price of $10.00 per Placement Unit.

“Trust Account” means the trust account of Pono, which holds the net proceeds of the Pono IPO, including from over-allotment securities sold by Pono’s underwriters, and the sale of the Placement Units, together with interest earned thereon, less amounts released to pay tax obligations and up to $100,000 for dissolution expenses, and amounts paid pursuant to redemptions.

“U.S. GAAP” means generally accepted accounting principles in the United States.

“Units” means any of the Public Units and Placement Units.

“Warrants” means any of the Public Warrants and the Placement Warrants.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement contains forward-looking statements regarding, among other things, the plans, strategies and prospects, both business and financial, of Pono and SBC. These statements are based on the beliefs and assumptions of the management of Pono and SBC. Although Pono and SBC believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, neither Pono nor SBC can assure you that either will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. These statements may be preceded by, followed by or include the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” or similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Neither MaloneBailey, LLP, SBC’s independent auditor, nor Marcum, Pono’s independent auditor, has examined, compiled or otherwise applied procedures with respect to the accompanying forward-looking financial information presented herein and, accordingly, expresses no opinion or any other form of assurance on it. The report of MaloneBailey, LLP included in this proxy statement relates to historical financial information of SBC, and the report of Marcum included in this proxy statement relates to historical financial information of Pono. Neither report extends to the forward-looking information and should not be read as if it does. Forward-looking statements contained in this proxy statement include, but are not limited to, statements about:

•the ability of Pono and SBC prior to the Business Combination to meet the Closing conditions to the Business Combination, including approval by stockholders of Pono and SBC of the Business Combination and related proposals, and the availability of at least $5,000,001 in net tangible assets, after giving effect to redemptions of public shares, if any;

•the ability of the Combined Entity following the Business Combination, to realize the benefits from the Business Combination;

•the ability of Pono to complete the Business Combination;

•the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement;

•the ability of Pono and SBC prior to the Business Combination, and the Combined Entity following the Business Combination, to obtain and/or maintain the listing of New Pono common stock on Nasdaq following the Business Combination;

•future financial performance following the Business Combination;

•public securities’ potential liquidity and trading;

•the use of proceeds not held in the Trust Account or available to Pono from interest income on the Trust Account balance;

•the impact from the outcome of any known and unknown litigation;

•the ability of the Combined Entity to forecast and maintain an adequate rate of revenue growth and appropriately plan its expenses;

•expectations regarding future expenditures of the Combined Entity following the Business Combination;

•the future mix of revenue and effect on gross margins of the Combined Entity following the Business Combination;

•the attraction and retention of qualified directors, officers, employees and key personnel of Pono and SBC prior to the Business Combination, and the Combined Entity following the Business Combination;

•the ability of the Combined Entity to compete effectively in a competitive industry;

•the ability to protect and enhance SBC’s corporate reputation and brand;

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•expectations concerning the relationships and actions of SBC and its affiliates with third parties;

•the impact from future regulatory, judicial, and legislative changes in SBC’s or the Combined Entity’s industry;

•the ability to locate and acquire complementary products or product candidates and integrate those into SBC’s or the Combined Entity’s business;

•future arrangements with, or investments in, other entities or associations;

•intense competition and competitive pressures from other companies in the industries in which the Combined Entity will operate; and

•other factors detailed under the section entitled “Risk Factors.”

These forward-looking statements are based on information available as of the date of this proxy statement, and current expectations, forecasts and assumptions, and involve a number of risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

In addition, statements that Pono or SBC “believes” and similar statements reflect such party’s beliefs and opinions on the relevant subject. These statements are based upon information available to such party as of the date of this proxy statement, and while such party believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and these statements should not be read to indicate that either Pono or SBC has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

As a result of a number of known and unknown risks and uncertainties, the actual results or performance of Pono, SBC and/or the Combined Entity may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause Pono’s, SBC’s or the Combined Entity’s actual results to differ include:

•the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement;

•the outcome of any legal or regulatory proceedings that have been, or may be, instituted in the future against Pono, SBC, the Combined Entity or others following announcement of the Merger Agreement and the transactions contemplated therein or following consummation of the Business Combination;

•the inability to complete the transactions contemplated by the Merger Agreement due to the failure to obtain approval of the stockholders of Pono or SBC or other conditions to closing in the Merger Agreement;

•the risk that the proposed transaction disrupts current plans and operations as a result of the announcement and consummation of the Business Combination;

•the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, the ability of the Combined Entity to grow and manage growth profitably, maintain relationships with customers, compete within its industry and retain its key employees;

•costs related to the proposed Business Combination;

•the possibility that Pono, SBC or the Combined Entity may be adversely impacted by other economic, business, and/or competitive factors;

•risks related to the global COVID-19 pandemic and other macroeconomic or geopolitical developments;

•future exchange and interest rates;

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•the risk that Pono, or the Combined Entity fails to maintain an effective system of disclosure controls and internal controls over financial reporting, Pono’s or the Combined Entity’s ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired; and

•other risks and uncertainties indicated in this proxy statement, including those under “Risk Factors” herein, and other filings that have been made or will be made with the SEC by Pono or the Combined Entity.

These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this proxy statement are more fully described under the heading “Risk Factors” and elsewhere in this proxy statement. The risks described under the heading “Risk Factors” are not exhaustive. Other sections of this proxy statement describe additional factors that could adversely affect the business, financial condition or results of operations of Pono and SBC prior to the Business Combination, and the Combined Entity following the Business Combination. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can Pono or SBC assess the impact of all such risk factors on the business of Pono and SBC prior to the Business Combination, and the Combined Entity following the Business Combination, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Forward-looking statements are not guarantees of performance. This is particularly true for a company like SBC that has a limited operating history to reference. All forward-looking statements attributable to Pono or SBC or persons acting on their behalf are expressly qualified in their entirety by the foregoing cautionary statements.

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QUESTIONS AND ANSWERS

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the Pono Special Meeting. The following questions and answers do not include all the information that is important to stockholders of Pono. We urge the stockholders of Pono to read carefully this entire proxy statement, including the annexes and other documents referred to herein.

QUESTIONS AND ANSWERS ABOUT THE PONO PROPOSALS

Q.Why am I receiving this proxy statement?

A.Pono stockholders are being asked to consider and vote upon a proposal to approve the Business Combination contemplated by the Merger Agreement, among other proposals. Pursuant to the Merger set forth in the Merger Agreement, SBC will become a wholly-owned subsidiary of Pono. A copy of the Merger Agreement is attached to this proxy statement as Annex A.

This proxy statement and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Pono Special Meeting. You should read this proxy statement and its annexes carefully and in their entirety.

THE VOTE OF PONO STOCKHOLDERS IS IMPORTANT. PONO STOCKHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT AND ITS ANNEXES AND CAREFULLY CONSIDERING EACH OF THE PROPOSALS BEING PRESENTED AT THE MEETING.

Below are proposals on which Pono stockholders are being asked to vote.

1) The Business Combination Proposal (Proposal 1).

Subject to the terms and conditions set forth in the Merger Agreement, at the Effective Time:

(a)the outstanding shares of Class A common stock, par value $0.0001 per share, of Pono (“Pono Class A common stock”), including any shares of Class B common stock, par value $0.0001 per share, of Pono (“Pono Class B common stock”, and together with the Pono Class A common stock, the “Pono common stock”) that are converted into Pono Class A common stock in accordance with Pono’s amended and restated certificate of incorporation (the “Pono Charter”), will be redesignated as common stock, par value $0.0001 per share, of SBC Medical Group Holdings Incorporated (which will be the new name of Pono after the Closing, as described below, “New Pono”) (referred to herein as “New Pono common stock”); and

(b)As consideration for the Merger, the SBC securityholders as of immediately prior to the Effective Time (“SBC securityholders”), shall be entitled to receive from Pono, consideration in an amount equal to a number of Pono’s securities with an aggregate value equal to (a) $1,000,000,000, 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 “Merger Consideration”), and upon the Merger (i) all of the issued and outstanding capital stock of SBC immediately prior to the Effective Time (other than those properly exercising any applicable appraisal rights under Delaware law) will automatically be cancelled and shall cease to exist, in exchange for the right to receive pro rata shares of the aggregate merger consideration to be paid to the SBC stockholders as of immediately prior to the Effective Time, and (ii) each outstanding warrant and option to acquire shares of SBC common stock (whether vested or unvested) will be assumed by Pono and automatically converted into a warrant or option to acquire shares of New Pono common stock, with its price and number of shares equitably adjusted based on the conversion ratio of the shares of SBC common stock into the Merger Consideration, as provided in the Merger Agreement and as more particularly described in the notice that follows this page and elsewhere in this proxy statement.

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As of the date of this proxy statement, we estimate that the Merger Consideration to be $1,064,066,356 and Merger Consideration per share to be approximately $129.46. This estimate assumes that (i) SBC’s Net Working Capital ($21,607,403), outstanding indebtedness ($50,151,813), and cash on hand ($96,181,550) at Closing were the same as on March31, 2024, (ii) specified transaction expenses of SBC associated with the Business Combination (inclusive of advisory, banking, printing, legal and accounting fees) at Closing are $570,784, and (iii) the number of shares of common stock (7,949,000) and warrants (270,000) of SBC outstanding immediately prior to the merger arethesame as that outstanding on March31, 2024. The Merger Consideration will be subject to a post-Closing true-up 90 days after the Closing.

In addition to the approval of the Proposals at the Pono Special Meeting, unless waived by the parties to the Merger Agreement, in accordance with applicable law, the closing of the Business Combination is subject to a number of conditions set forth in the Merger Agreement including, among others, receipt of the requisite stockholder approval contemplated by this proxy statement. For more information about the closing conditions to the Business Combination, see the section titled “Business Combination Proposal — Conditions to the Closing.”

The Merger Agreement may be terminated at any time prior to the Closing of the Business Combination upon agreement of SBC and Pono, or by SBC or Pono acting alone, in specified circumstances. For more information about the termination rights under the Merger Agreement, see the section titled “Business Combination Proposal — Termination.”

Pursuant to the Pono Charter, in connection with the Business Combination, holders of Public Shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with the Pono Charter. As of the Record Date, the pro rata portion of the funds available in the Trust Account for the Public Shares was approximately $10.92 per share. If a holder exercises its redemption rights in connection with the Business Combination, then such holder will be exchanging its Class A common stock for cash and will only have equity interests in the Combined Entity pursuant to its right to the exercise of its Public Warrants, to the extent it still holds Public Warrants. Such a holder will be entitled to receive cash for its Public Shares only if it properly demands redemption and delivers its shares (either physically or electronically) to our transfer agent at least two business days prior to the Pono Special Meeting. Holders of Public Shares may elect to redeem their shares whether or not such shares are voted at the Pono Special Meeting. See the section titled “Pono Special Meeting — Redemption Rights.”

The transactions contemplated by the Merger Agreement will be consummated only if the Business Combination Proposal, the Charter Amendment Proposals, the Director Election Proposal, the Incentive Plan Proposal and the Nasdaq Proposal are approved at the Pono Special Meeting. In addition, the Charter Amendment Proposals, the Director Election Proposal, the Incentive Plan Proposal and the Nasdaq Proposal are conditioned on the approval of the Business Combination Proposal (and the Business Combination Proposal is conditioned on the approval of the Charter Amendment Proposals, the Director Election Proposal, the Incentive Plan Proposal and the Nasdaq Proposal). The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement.

The Combined Entity’s board of directors will increase to five members upon the closing of the Business Combination.

See the Charter Amendment Proposals below for more information.

The Business Combination involves numerous risks. For more information about these risks, see the section titled “Risk Factors.”

2) The Charter Amendment Proposals (Proposals 2 Through 4).

Pono stockholders will be asked to approve and adopt, subject to and conditioned on (but with immediate effect therefrom) approval of each of the Business Combination Proposal, the Charter Amendment Proposals, the Director Election Proposal, the Incentive Plan Proposal and the Nasdaq Proposal and the consummation of the Business Combination, a fourth amendment and restatement of the Pono Charter, as set out in the draft fourth amended and restated version of Pono’s certificate of incorporation appended to this proxy statement asAnnex B (the “Amended Charter”), for the following amendments (collectively, the “Charter Amendment Proposals”):

(a)Name Change — To provide that the name of New Pono shall be changed to “SBC Medical Group Holdings Incorporated” (Proposal 2);

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(b)Amendment of Blank Check Provisions — To remove and change certain provisions in the Pono Charter related to Pono’s status as a special purpose acquisition company, including the deletion of Article IX of the Pono Charter in its entirety (Proposal 3);

(c)Amendment and Restatement of the Pono Charter — Conditioned on the approval of Proposals 2 and 3, a proposal to approve the proposed Amended Charter in the form attached asAnnex B hereto, which includes the approval of all other changes in the proposed charter in connection with replacing the existing Pono Charter with the proposed Amended Charter as of the Effective Time (Proposal 4).

3) The Director Election Proposal (Proposal 5)

To consider and vote upon a proposal to elect five (5) directors to serve staggered terms on the Combined Entity’s board of directors effective from the consummation of the Business Combination until the 2024, 2025 or 2026 annual meeting of stockholders, respectively, and until their respective successors are duly elected and qualified.

4) The Incentive Plan Proposal (Proposal 6)

Pono is proposing that its stockholders approve and adopt the Equity Incentive Plan, which will become effective upon the Closing of the Business Combination.

The Equity Incentive Plan will reserve a number of shares of New Pono common stock equal to 15% of the fully diluted, and as converted, amount of New Pono common stock to be outstanding immediately following consummation of the Business Combination, or approximately 15,000,000 shares, for issuance for awards in accordance with the terms of the Equity Incentive Plan. The purpose of the Equity Incentive Plan is to assist in attracting, retaining, motivating, and rewarding certain key employees, officers, directors, and consultants of New Pono and its affiliates and promoting the creation of long-term value for stockholders of New Pono by closely aligning the interests of such individuals with those of other stockholders. The Equity Incentive Plan authorizes the award of share-based incentives to encourage eligible employees, officers, directors, and consultants, as described below, to expend maximum effort in the creation of stockholder value.

A summary of the Equity Incentive Plan is set forth in the “The Incentive Plan Proposal” section of this proxy statement and a complete copy of the Equity Incentive Plan is attached hereto asAnnex C. You are encouraged to read the Equity Incentive Plan in its entirety.

5) The Nasdaq Proposal (Proposal 7)

To consider and vote upon a proposal to approve, for purposes of complying with Nasdaq Listing Rule 5635, the issuance of up to 100,000,000 newly issued shares of common stock in the Business Combination, which amount will be determined as described in more detail in the accompanying proxy statement.

6) The Adjournment Proposal (Proposal 8)

To consider and vote upon a proposal to adjourn the Pono Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Pono Special Meeting, there are not sufficient votes to approve the Business Combination Proposal, the Charter Amendment Proposals, the Director Election Proposal, the Incentive Plan Proposal or the Nasdaq Proposal.

Q:When and where will the Pono Special Meeting take place?

A:The Pono Special Meeting will be held on August23, 2024, at 1:00 p.m. Eastern Time, via live audio webcast at https://www.cstproxy.com/ponocapitaltwo/bc2024 or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the proposals.

Q:Are the proposals conditioned on one another?

A:Unless the Business Combination Proposal is approved, the Charter Amendment Proposals, the Director Election Proposal, the Incentive Plan Proposal, and the Nasdaq Proposal will not be presented to the stockholders of Pono at the Pono Special Meeting, insofar as the Charter Amendment Proposals, the Director Election Proposal, the Incentive Plan Proposal and the Nasdaq Proposal are conditioned on the approval of the

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Business Combination Proposal (and the Business Combination Proposal is conditioned on the approval of the Charter Amendment Proposals, the Director Election Proposal, the Incentive Plan Proposal and the Nasdaq Proposal). The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement. It is important for you to note that if the Business Combination Proposal does not receive the requisite vote for approval, we will not consummate the Business Combination. If Pono does not consummate the Business Combination and fails to complete an initial business combination by November 9, 2024, Pono will be required, in accordance with the Pono Charter, to dissolve and liquidate its Trust Account by returning the then remaining funds in such account (less amounts released to pay tax obligations and up to $100,000 for dissolution expenses, and amounts paid pursuant to redemptions) to its public stockholders, unless it seeks and obtains the approval of Pono stockholders to amend the Pono Charter to extend such date.

Q:What will happen in the Business Combination?

A:At the Closing, Merger Sub will merge with and into SBC, with SBC surviving such Merger, as a result of which the (i) SBC stockholders (except those who properly exercise appraisal rights under applicable Delaware law) will receive newly issued shares of New Pono common stock, and (ii) each outstanding option and warrant to acquire shares of SBC common stock (whether vested or unvested) will be assumed by Pono and automatically converted into an option or warrant to acquire shares of New Pono common stock, with its price and number of shares equitably adjusted based on the conversion ratio of the shares of SBC common stock into the Merger Consideration, and any other outstanding SBC securities will be terminated and cancelled without consideration. Upon consummation of the Business Combination, SBC will become a wholly-owned subsidiary of Pono and Pono will change its name to SBC Medical Group Holdings Incorporated After the Closing of the Business Combination, the cash held in the Trust Account will be released from the Trust Account and used to pay each of Pono’s and SBC’s transaction expenses and other liabilities of Pono due as of the Closing, and for working capital and general corporate purposes. A copy of the Merger Agreement is attached to this proxy statement asAnnex A.

Q:What equity stake will current stockholders of Pono and SBC securityholders hold in the Combined Entity after the Closing?

A:It is anticipated that, upon the completion of the Business Combination, assuming no additional redemptions and assuming the exercise of all issued and outstanding warrants (which would be 13.1% of the outstanding capital stock of the Combined Entity), Pono’s public stockholders will retain an ownership interest of approximately 1.4% of the outstanding capital stock of the Combined Entity, the Sponsor will retain an ownership interest of approximately 4.6% of the outstanding capital stock of the Combined Entity, the SBC securityholders will own approximately 81.4% of the outstanding capital stock of the Combined Entity and the Holder under the 2024 Non-Redemption Agreement will own approximately 1.3% of the outstanding capital stock of the Combined Entity (see Unaudited Pro Forma Condensed Combined and Consolidated Financial Information — 2024 Non-Redemption Agreement for further information). The table below presents possible sources of dilution and the extent of such dilution that non-redeeming public stockholders could experience in connection with the Closing across a range of varying redemption scenarios. The maximum redemption scenario represents the maximum redemptions that may occur but which would still allow for the satisfaction of the minimum net tangible asset value of $5,000,001 immediately prior to or upon the consummation of the Business Combination, after giving effect to the payments to redeeming stockholders. In an effort to illustrate the extent of such dilution, the table below and the foregoing ownership percentages above assume (i) the exercise of all 11,500,000 public warrants and 634,375 private placement warrants, (ii) the conversion of $2,700,000 convertible promissory note into 270,000shares of common stock, (iii) the exercise of warrants to purchase 3,147,920shares of common stock issued by SBC to consultants to SBC but does not assume the issuance of any awards under the Equity Incentive Plan. If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by Pono’s existing stockholders in the Combined Entity will be different.

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If any of Pono’s public stockholders exercise their redemption rights, the percentage of the Combined Entity’s outstanding common stock held by Pono’s public stockholders will decrease and the percentages of the Combined Entity’s outstanding common stock held by the Sponsor and by the SBC securityholders will increase, in each case relative to the percentage held if none of the Public Shares are redeemed. If any of Pono’s public stockholders redeem their Public Shares at Closing but continue to hold Public Warrants after the Closing, the aggregate market value of the Public Warrants that may be retained by them, based on the closing trading price per Public Warrant of $0.071 as of the Record Date, would be approximately $0.8million regardless of the amount of redemptions by the public stockholders. Upon the issuance of New Pono Common Stock in connection with the Business Combination, the percentage ownership of the Combined Entity by Pono’s public stockholders who do not redeem their Public Shares will be diluted. Pono public stockholders that do not redeem their Public Shares in connection with the Business Combination will experience further dilution upon the exercise of Public Warrants that are retained after the Closing by redeeming Public Stockholders. The percentage of the total number of outstanding shares of common stock that will be owned by Pono’s public stockholders as a group will vary based on the number of Public Shares for which the holders thereof request redemption in connection with the Business Combination. The following table illustrates varying beneficial ownership levels in the Combined Entity, as well as possible sources and extents of dilution for non-redeeming public stockholders, assuming no redemptions by public stockholders, 25% redemption by public stockholders, 50% redemption by public stockholders, 75% redemption by public stockholders and the maximum redemptions by public stockholders:

Pro forma fully-diluted common stock at March 31, 2024

	Assuming No Additional Redemptions (Shares)	%		Assuming 25% Additional Redemptions (Shares)	%		Assuming 50% Additional Redemptions (Shares)	%		Assuming 75% Additional Redemptions (Shares)	%		Assuming Maximum Redemptions (Shares)	%
SBC Stockholders(1)	94,683,855	81.4	%	94,683,855	81.5	%	94,683,855	81.5	%	94,683,855	81.5	%	94,683,855	81.5	%
Shares underlying private warrants issued by SBC(2)	3,147,920	2.7	%	3,143,766	2.7	%	3,143,766	2.7	%	3,143,766	2.7	%	3,143,766	2.7	%
Shares underlying public warrants	11,500,000	9.9	%	11,500,000	9.9	%	11,500,000	9.9	%	11,500,000	9.9	%	11,500,000	9.9	%
Pono Public Stockholders(3)	1,649,416	1.4	%	1,500,000	1.3	%	1,500,000	1.3	%	1,500,000	1.3	%	1,500,000	1.3	%
Pono Sponsor and affiliates(4)	5,343,750	4.6	%	5,343,750	4.6	%	5,343,750	4.6	%	5,343,750	4.6	%	5,343,750	4.6	%
Representative Shares(5)	57,500	—	%	57,500	—	%	57,500	—	%	57,500	—	%	57,500	—	%
Pro forma fully diluted common stock at March 31, 2024	116,382,441	100.0	%	116,228,871	100.0	%	116,228,871	100.0	%	116,228,871	100.0	%	116,228,871	100.0	%

____________

(1)Includes 270,000shares issued to SBC stockholders upon the automatic conversion of the $2,700,000 convertible promissory note outstanding at one share for each $10 of additional capital contribution immediately prior to the merger being effected in connection the consummation of the Business Combination.

(2)Includes (i) 2,332,631 (assuming no additional redemptions) or 2,329,553shares (assuming additional redemptions) underlying private warrants issued by SBC to Second ZUU Target Fund for SBC Medical Group HD Investment Business Partnership, a consultant to SBC and (ii) 815,289 (assuming no additional redemptions) or 814,213shares (assuming additional redemptions) underlying private warrants issued by SBC to HeartCore Enterprises, Inc., a consultant to SBC.

(3)Assumes 1,500,000shares of Pono Class A common stock are not redeemed under the 2024 Non-Redemption Agreement.

(4)Includes (i) 2,875,000 Founder Shares and 634,375 Class A shares of common stock held by the Sponsor, (ii) 1,200,000shares issued to the Sponsor at Closing, and (iii) 634,375shares of common stock underlying the Placement Warrants. 339,565 of these shares are to be issued to the 2023 Non-Redemption Agreement Investors pursuant to the 2023 Non-Redemption Agreements.

(5)Represents Pono Class A common stock held by the Underwriter.

All of the relative percentages above are for illustrative purposes only and are based upon certain assumptions. See the section titled “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

Should one or more of the assumptions prove incorrect, actual beneficial ownership percentages may vary materially from those described in this proxy statement as anticipated, believed, estimated, expected or intended.

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Q:What is the potential impact of redemptions on the per share value of the shares owned by non-redeeming stockholders?

A:If Pono stockholders elect to redeem their shares of Class A common stock, the stock price per share of Class A common stock may reduce. Therefore, holders of shares of Class A common stock may experience a reduction in the value of their ownership of shares of Class A common stock if they do not elect to redeem their shares. The following table demonstrates the pro forma book value of shares, as of March31, 2024, based on a range of redemption scenarios:

Pro forma book value of shares of Class A common stock at March 31, 2024

	Assuming No Additional Redemptions (Shares)	Book Value per share owned by non-redeeming stockholders		Assuming 25% Additional Redemptions (Shares)	Book Value per share owned by non-redeeming stockholders		Assuming 50% Additional Redemptions (Shares)	Book Value per share owned by non-redeeming stockholders		Assuming 75% Additional Redemptions (Shares)	Book Value per share owned by non-redeeming stockholders		Assuming Maximum Redemptions (Shares)	Book Value per share owned by non-redeeming stockholders
Pono Public Stockholders	1,649,416	$	10.90	1,500,000	$	10.90	1,500,000	$	10.90	1,500,000	$	10.90	1,500,000	$	10.90

The table below presents the trust value per share to a public stockholder that elects not to redeem across a range of varying redemption scenarios. The maximum redemption scenario represents the maximum redemptions that may occur but which would still allow for the satisfaction of the minimum net tangible asset value of $5,000,001 immediately prior to or upon the consummation of the Business Combination, after giving effect to the payments to redeeming stockholders. This trust value per share includes the per share cost of the deferred underwriting commission.

	As of March 31, 2024
Trust Value	$	17,980,652
Total shares of Class A common stock		1,649,416
Trust Value per share of Class A common stock	$	10.90

	Assuming no Redemptions		Assuming 25% Redemptions		Assuming 50% Redemptions		Assuming Maximum Possible Redemptions
Redemptions ($)	$	—	$	1,628,817	$	1,628,817	$	1,628,817
Redemptions (Shares)		—		149,416		149,416		149,416
Deferred underwriting commission	$	4,025,000	$	4,025,000	$	4,025,000	$	4,025,000
Cash left in Trust Account post redemption minus deferred underwriting commission	$	13,955,652	$	12,326,835	$	12,326,835	$	12,326,835
Class A common stock post redemption		1,649,416		1,500,000		1,500,000		1,500,000
Trust Value Per Share	$	8.46	$	8.22	$	8.22	$	8.22

Q:What conditions must be satisfied to complete the Business Combination?

A:There are a number of closing conditions in the Merger Agreement, including the approval by the stockholders of Pono of the Business Combination Proposal, the Charter Amendment Proposals, the Director Election Proposal, the Incentive Plan Proposal and the Nasdaq Proposal. The Charter Amendment Proposals, the Director Election Proposal, the Incentive Plan Proposal and the Nasdaq Proposal are subject to and conditioned on the approval of the Business Combination Proposal. The Business Combination Proposal is subject to and conditioned on the approval of the Charter Amendment Proposals, the Director Election Proposal, the Incentive Plan Proposal and the Nasdaq Proposal. For a summary of the conditions that must be satisfied or waived prior to the closing of the Business Combination, see the section titled “The Business Combination Proposal — The Merger Agreement.”

Q:Why is Pono providing stockholders with the opportunity to vote on the Business Combination?

A:Under the Pono Charter, Pono must provide all holders of its Public Shares with the opportunity to have their Public Shares redeemed upon the consummation of Pono’s initial business combination either in conjunction with a tender offer or in conjunction with a stockholder vote. For business and other reasons, Pono has elected to provide its stockholders with the opportunity to have their Public Shares redeemed in connection with a

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stockholder vote rather than a tender offer. Therefore, Pono is seeking to obtain the approval of its stockholders of the Business Combination Proposal in order to allow its public stockholders to effectuate redemptions of their Public Shares in connection with the closing of the Business Combination.

Q:Did the Special Committee of the Pono Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A:No, the Special Committee of Pono’s board of directors did not obtain a third-party fairness opinion in connection with their determination to approve the Business Combination. Pono is not required to obtain a third party opinion that the price it is paying is fair to Pono and its stockholders from a financial point of view. Pono’s officers, directors and advisors have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries. The factors and information considered by the Pono Board, as further described under the section titled “The Business Combination Proposal (Proposal 1) — Background of the Business Combination — The Reasons for Approval of the Merger.” In addition, Pono’s officers, directors and advisors have substantial experience with mergers and acquisitions. Accordingly, investors will be relying solely on the judgment of Pono’s board of directors and management in valuing the companies’ business.

Q:Are there any arrangements to help ensure that Pono will have sufficient funds, together with the proceeds in its Trust Account, to consummate the Business Combination?

A:Yes. To the extent not utilized to consummate the Business Combination, the proceeds from the Trust Account will be used to pay any loans owed by Pono to its Sponsor for any Pono transaction expenses or other administrative expenses incurred by Pono, to pay all unpaid transaction expenses and any remainder will be used for general corporate purposes, including, but not limited to, working capital for operations, capital expenditures and future acquisitions. Pono agrees that it (or its successor) will file with the SEC and use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable.

Q:How many votes do I have at the Pono Special Meeting?

A:Pono stockholders are entitled to one vote at the Pono Special Meeting for each share of Pono common stock held of record as of June27, 2024, the record date for the Pono Special Meeting (the “Record Date”). Holders of Class A common stock and Class B common stock will vote together as one class. As of the close of business on the Record Date, there were 5,216,291 outstanding shares of Pono common stock.

Q:What vote is required to approve the proposals presented at the Pono Special Meeting?

A:The approval of the Charter Amendment Proposals requires the affirmative vote of a majority of the issued and outstanding Pono common stock as of the Record Date. Accordingly, a Pono stockholder’s failure to vote by proxy or to vote in person at the Pono Special Meeting or an abstention will have the same effect as a vote “AGAINST” the Charter Amendment Proposals.

The approval of Business Combination Proposal, the Incentive Plan Proposal, the Nasdaq Proposal and the Adjournment Proposal each require the affirmative vote of the holders of a majority of the shares of Pono common stock cast by the stockholders represented in person or by proxy and entitled to vote thereon at the Pono Special Meeting. A Pono stockholder’s failure to vote by proxy or to vote in person at the Pono Special Meeting will not be counted towards the number of shares of Pono common stock required to validly establish a quorum, and if a valid quorum is otherwise established, it will have no effect on the outcome of the vote on the Business Combination Proposal, the Incentive Plan Proposal, the Nasdaq Proposal or the Adjournment Proposal. Abstentions will be counted towards the number of shares of Pono common stock required to validly establish a quorum but will have no effect on the outcome of the vote on the Business Combination Proposal, the Incentive Plan Proposal, the Nasdaq Proposal or the Adjournment Proposal.

The approval of the Director Election Proposal requires a plurality vote of the shares of Pono common stock cast by the stockholders represented in person or by proxy and entitled to vote thereon at the Pono Special Meeting. A plurality means that the individuals who receive the largest number of votes cast “FOR” are elected as directors. A Pono stockholder’s failure to vote by proxy or to vote in person at the Pono Special Meeting will have no effect on the Director Election Proposal. You may vote “FOR” or “WITHHOLD” authority to vote for each of the director nominees with respect to the Director Election Proposal. “WITHHOLD” votes will be counted towards the number of shares of Pono common stock required to validly establish a quorum but will have no effect on the outcome of the vote on the Director Election Proposal.

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If the Business Combination Proposal is not approved, the Charter Amendment Proposals, the Director Election Proposal, the Incentive Plan Proposal and the Nasdaq Proposal will not be presented to the Pono stockholders for a vote. The approval of the Business Combination Proposal, the Charter Amendment Proposals, the Director Election Proposal, the Incentive Plan Proposal and the Nasdaq Proposal are preconditions to the consummation of the Business Combination.

The Sponsor, directors and officers of Pono have agreed to vote all shares of Pono common stock owned by them in favor of the Business Combination, including the Business Combination Proposal and the other Proposals. As a result, in addition to those shares, we do not need any of the Public Shares to be voted in favor of the Business Combination in order to have the Business Combination approved, assuming only the minimum number of shares representing a quorum is present at the Pono Special Meeting held to vote on the Business Combination and assuming that the Sponsor, directors and officers of Pono do not purchase any units or shares in the after-market.

Q:What constitutes a quorum at the Pono Special Meeting?

A:Holders of a majority in voting power of Pono common stock issued and outstanding and entitled to vote at the Pono Special Meeting constitute a quorum. In the absence of a quorum, the chairman of the meeting has power to adjourn the Pono Special Meeting. As of the Record Date, 2,608,146shares of Pono common stock would be required to achieve a quorum.

Q:How will the Sponsor, directors and officers of Pono vote?

A:The Sponsor, directors and officers of Pono have agreed to vote any shares of Pono common stock owned by them in favor of the initial business combination, including the Business Combination Proposal, the Charter Amendment Proposals, the Director Election Proposal, the Incentive Plan Proposal, the Nasdaq Proposal and the Adjournment Proposal.

As a result, in addition to such shares, we do not need any of the Public Shares to be voted in favor of the Business Combination in order to have the Business Combination approved, assuming only the minimum number of shares representing a quorum is present at the Pono Special Meeting held to vote on the Business Combination. Accordingly, if Pono seeks stockholder approval of its initial business combination, it is more likely that the necessary stockholder approval will be received than would be the case if the Sponsor had agreed to vote its shares in accordance with the majority of the votes cast by Pono’s public stockholders.

Q:What interests do Pono’s current officers and directors have in the Business Combination?

A:The Sponsor has invested an aggregate of $6,368,750, including investments in Founders Shares and Placement Units which it stands to forfeit and lose if Pono is unable to complete a business combination prior to November 9, 2024. Such Founders Shares and Placement Units had an aggregate market value of $48.2million, based on the closing price of Pono’s shares of Class A common stock and units on Nasdaq on August9, 2024 of $13.90 and $13.00, respectively. Certain officers and directors of Pono have pecuniary interests in such investments through their ownership interest in the Sponsor. None of the Sponsor or current officers or directors of Pono will receive any interest in the Business Combination other than the interests they owned prior to the Business Combination or as described above. The interests of the Sponsor or current officers or directors of Pono may be different from or in addition to (and which may conflict with) your interest. These interests include:

•unless Pono consummates an initial business combination, Pono’s officers and directors and the Sponsor will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the amount of available proceeds not deposited in the Trust Account. To date, no amounts are reimbursable to Pono’s officers and directors and the Sponsor for out-of-pocket expenses;

•the Sponsor paid an aggregate of $25,000 for its Founder Shares and such securities will have a significantly higher value at the time of the Business Combination. Such shares had an aggregate market value of approximately $40.0million based upon the closing price of Pono’s Class A common stock of $13.90 per share on Nasdaq on August9, 2024. As a result of the nominal price of $0.0087 per Founder Share paid by the Sponsor compared to the recent market price of the Class A common stock, the Sponsor and its affiliates are likely to earn a positive rate of return on their investments in the Founder Shares even if the holders of Class A common stock experience a negative rate of return on their investments in the Class A common stock;

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•as a condition to the Pono IPO, the Founder Shares became subject to a lock-up whereby, subject to certain limited exceptions, the Founder Shares cannot be transferred until the earlier of (A) six months after the completion of Pono’s initial business combination; (B) subsequent to Pono’s initial business combination, when the reported last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after Pono’s initial business combination;

•an aggregate of 634,375 Placement Units were issued to the Sponsor simultaneously with the consummation of the IPO, including 63,000 Placement Units issued pursuant to the exercise of the underwriters’ over-allotment option in full, at $10.00 per Placement Unit. Such units had an aggregate market value of approximately $8.2million based upon the closing price of Pono’s units of $13.00 per unit on Nasdaq on August9, 2024;

•the Sponsor has agreed that the Placement Units cannot be transferred until after Pono’s initial business combination;

•the Sponsor and directors and officers of Pono have agreed not to redeem any shares of Pono common stock they hold in connection with a stockholder vote to approve a proposed initial business combination;

•if Pono does not complete an initial business combination by November9, 2024, a portion of the proceeds from the sale of the Placement Units will be included in the liquidating distribution to Pono’s public stockholders. In such event, the 2,875,000 Founder Shares and 634,375shares of Class A common stock underlying the Placement Units, all of which are held by Pono’s Sponsor, would be worthless because they are not entitled to participate in any Redemption or distribution with respect to such shares. Such Founders Shares and Placement Units had an aggregate market value of $48.2million, based on the closing price of Pono’s shares of Class A common stock and units on Nasdaq on August9, 2024 of $13.90 and $13.00, respectively. Additionally, the Placement Warrants underlying the Placement Units will expire worthless;

•if the Trust Account is liquidated, including in the event Pono is unable to complete an initial business combination within the required time period, the Sponsor has agreed to indemnify Pono to ensure that the proceeds in the Trust Account are not reduced below $10.92 per Public Share by the claims of prospective target businesses with which Pono has entered into an acquisition agreement or claims of any third party for services rendered or products sold to Pono, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account;

•The Sponsor (including its representatives and affiliates) and Pono’s directors and officers, are, or may in the future become, affiliated with entities that are engaged in a similar business to Pono. The Sponsor and Pono’s directors and officers are not prohibited from sponsoring, or otherwise becoming involved with, any other blank check companies prior to Pono completing its initial business combination. Pono’s directors and officers also may become aware of business opportunities which may be appropriate for presentation to Pono, and the other entities to which they owe certain fiduciary or contractual duties. Accordingly, they may have had conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in Pono’s favor and such potential business opportunities may be presented to other entities prior to their presentation to Pono, subject to applicable fiduciary duties under DGCL. The Pono Charter provides that Pono renounces its interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of Pono and such opportunity is one Pono is legally and contractually permitted to undertake and would otherwise be reasonable for Pono to pursue, and to the extent the director or officer is permitted to refer that opportunity to Pono without violating another legal obligation;

•The Sponsor is entitled to receive 1,200,000 Sponsor Shares following the Closing, 339,565 of which will be issued to the 2023 Non-Redemption Agreement Investors pursuant to the 2023 Non-Redemption Agreements;

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•Mike Sayama is expected to be appointed a director of the Combined Entity after the consummation of the Business Combination, and may in the future receive cash fees, stock options or stock awards that the Combined Entity determines to pay to its directors; and

•at the Sponsor’s discretion, $1,500,000 may be loaned by the Sponsor or its affiliates or designees, which amount may be converted into Extension Units, at the price of $10.00 per unit. Such units would be identical to the Placement Units.

These interests may influence Pono’s directors in making their recommendation that you vote in favor of the approval of the Business Combination. See “Risk Factors — Risks Related to Pono and the Business Combination — Because Pono’s Sponsor, officers and directors will lose their entire investment in Pono if the Business Combination or an alternative business combination is not completed, and because Pono’s Sponsor, officers and directors will not be eligible to be reimbursed for their out-of-pocket expenses if the Business Combination is not completed, a conflict of interest may have arisen in determining whether SBC was appropriate for Pono’s initial business combination” and “Risk Factors — Risks Related to Pono and the Business Combination — Some of the Pono and SBC officers and directors may be argued to have conflicts of interest that may influence them to support or approve the Business Combination without regard to your interests.” To date, no amounts are reimbursable to Pono’s officers and directors and the Sponsor for out-of-pocket expenses

Q:What interests do SBC’s current officers and directors have in the Business Combination?

A:Members of the SBC Board and its executive officers have interests in the Business Combination that may be different from or in addition to (and which may conflict with) your interest. These interests include, without limitation, the following:

•Yoshiyuki Aikawa, Yuya Yoshida, Ryoji Murata, and Akira Komatsu of SBC are expected to serve as executive officers and directors, as applicable, of the Combined Entity after consummation of the Business Combination;

•Yoshiyuki Aikawa, as Chief Executive Officer, and Yuya Yoshida, as Chief Operating Officer, who currently serve on the SBC Board, may serve as directors of the Combined Entity after consummation of the Business Combination and SBC may nominate one or more of its existing directors to serve on the board after consummation of the Business Combination;

•SBC’s executive officers have employment arrangements that increase compensation in connection with the Business Combination;

•Incentive bonuses earned in 2023 (but not yet paid) by some SBC executive officers become payable shortly following the consummation of the Business Combination in 2024; and

•Upon consummation of the Business Combination, and subject to approval of the Incentive Plan Proposal, SBC’s executive officers are expected to receive grants of stock options and restricted stock units under the Equity Incentive Plan from time to time as determined by the Compensation Committee. In addition, all outstanding options and warrants to acquire shares of SBC common stock prior to the Closing of the Business Combination will be assumed and converted to options under the Equity Incentive Plan effective as of the Closing the Business Combination.

Please see the sections entitled “Risk Factors” and “The Business Combination Proposal — Interests of SBC’s Directors and Officers in the Business Combination” and “Executive and Director Compensation of SBC” of this proxy statement for a further discussion of these and other interests.

Q:What happens if I sell my shares of Class A common stock before the Pono Special Meeting?

A:The Record Date is earlier than the date of the Pono Special Meeting. If you transfer your shares of Class A common stock after the Record Date, but before the Pono Special Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Pono Special Meeting. However, you will not be able to seek redemption of your shares because you will no longer be able to deliver them for cancellation upon consummation of the Business Combination in accordance with the provisions described herein. If you transfer your shares of Class A common stock prior to the Record Date, you will have no right to vote those shares at the Pono Special Meeting.

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Q:What happens if a substantial number of the public stockholders vote in favor of the Business Combination and exercise their redemption right?

A:Pono stockholders who vote in favor of the Business Combination may also nevertheless exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of public stockholders are reduced as a result of redemptions by public stockholders. Nonetheless, the consummation of the Business Combination is conditioned upon, among other things, having at least $5,000,001 in net tangible assets immediately prior to or upon consummation of the Business Combination as described herein. In addition, with fewer Public Shares and public stockholders, the trading market for the Combined Entity’s stock may be less liquid than the market for Pono common stock was prior to consummation of the Business Combination and the Combined Entity may not be able to meet the listing standards for Nasdaq. In addition, with less funds available from the Trust Account, the working capital infusion from the Trust Account into SBC’s business will be reduced. As a result, the proceeds will be greater in the event that no public stockholders exercise redemption rights with respect to their Public Shares for a pro rata portion of the Trust Account as opposed to the scenario in which Pono’s public stockholders exercise the maximum allowed redemption rights.

Q:What happens if I vote against any of the Business Combination Proposal, the Charter Amendment Proposals, the Director Election Proposal, the Incentive Plan Proposal or the Nasdaq Proposal?

A:If any of the Required Proposals are not approved, the Business Combination is not consummated and Pono does not otherwise consummate an alternative business combination by November 9, 2024, pursuant to the Pono Charter, Pono will be required to dissolve and liquidate its Trust Account by returning the then remaining funds in such account to the public stockholders, unless (in the event the Business Combination is not consummated by November 9, 2024) Pono seeks and obtains the consent of its stockholders to amend the Pono Charter to extend the date by which it must consummate its initial business combination (an “Extension”).

Q:Do I have redemption rights in connection with the Business Combination?

A:Pursuant to the Pono Charter, holders of Public Shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with the Pono Charter. As of the Record Date, based on funds in the Trust Account of approximately $18.0million as of such date, the pro rata portion of the funds available in the Trust Account for the redemption of public shares of Pono Class A common stock was approximately $10.92 per share. If a holder exercises its redemption rights, then such holder will be exchanging its Class A common stock for cash and will only have equity interests in the Combined Entity pursuant to the exercise of its Public Warrants, to the extent it still holds Public Warrants. Such a holder will be entitled to receive cash for its Public Shares only if it properly demands redemption and delivers its shares (either physically or electronically) to Pono’s transfer agent prior to the Pono Special Meeting. See the section titled “Pono Special Meeting — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

Q:Will how I vote affect my ability to exercise redemption rights?

A:No. You may exercise your redemption rights whether or not you attend or vote your shares of Pono common stock at the Pono Special Meeting, and regardless of how you vote your shares. As a result, the Merger Agreement and the Required Proposals can be approved by stockholders who will redeem their shares and no longer remain stockholders, leaving stockholders who choose not to redeem their shares holding shares in a company with a potentially less liquid trading market, fewer stockholders, potentially less cash and the potential inability to meet the listing standards of Nasdaq.

Q:How do I exercise my redemption rights?

A:In order to exercise your redemption rights, you must, prior to 5:00 p.m., Eastern Time, on August21, 2024 (two (2) business days before the Pono Special Meeting), tender your shares physically or electronically and submit a request in writing that we redeem your Public Shares for cash to Continental Stock Transfer & Trust Company, our transfer agent, at the following address:

Continental Stock Transfer & Trust Company

One State Street Plaza, 30th Floor

New York, New York 10004

Attn: Mark Zimkind

E-mail: spacredemptions@continentalstock.com

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Please also affirmatively certify in your request to Continental Stock Transfer & Trust Company for redemption if you “ARE” or “ARE NOT” acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) with any other stockholder with respect to shares of common stock. A holder of the Public Shares, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the Public Shares, which we refer to as the “15% threshold,” without the prior consent of Pono. Accordingly, all Public Shares in excess of the 15% threshold beneficially owned by a public stockholder or group will not be redeemed for cash.

Stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. It is Pono’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, Pono does not have any control over this process and it may take longer than two weeks. Stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with Pono’s consent, until the vote is taken with respect to the Business Combination. If you delivered your shares for redemption to Pono’s transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that Pono’s transfer agent return the shares (physically or electronically). You may make such request by contacting Pono’s transfer agent at the phone number or address listed under the question “Who can help answer my questions?” below.

Q:What are the U.S. federal income tax consequences of exercising my redemption rights?

A:In the event that a U.S. Holder elects to redeem its Public Shares for cash, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as a sale or exchange of Public Shares under Section 302 of the Code or is treated as a distribution under Section 301 of the Code. Whether the redemption qualifies as a sale or exchange or is treated as a distribution will depend on the facts and circumstances of each particular U.S. Holder at the time such U.S. Holder exercises his, her, or its redemption rights. If the redemption qualifies as a sale or exchange of the Public Shares, the U.S. Holder will be treated as recognizing capital gain or loss equal to the difference between the amount realized on the redemption and such U.S. Holder’s adjusted tax basis in the Public Shares surrendered in such redemption transaction. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for the common stock redeemed exceeds one year. The deductibility of capital losses is subject to limitations. See the section titled “The Business Combination Proposal — Material United States Federal Income Tax Consequences — Material U.S. Federal Income Tax Consequences of Exercising Redemption Rights” for a more detailed discussion of the U.S. federal income tax consequences of a U.S. Holder electing to redeem its Public Shares for cash.

Q.What are the U.S. federal income tax consequences of the Business Combination?

A:As discussed in more detail in the section titled in “The Business Combination Proposal — Material United States Federal Income Tax Consequences — Material U.S. Federal Income Tax Consequences of the Business Combination to U.S. Holders of SBC Common Stock,” in the opinion of Anthony, Linder & Cacomanolis, PLLC, counsel to SBC, the Business Combination should qualify as a reorganization within the meaning of Section 368(a) of the Code, subject to the assumptions, qualifications and limitations set forth or referred to in such opinion. We expect that an SBC stockholder who receives Class A common stock of Pono in connection with the Business Combination should be treated as a party to a reorganization under Section 368 of the Code, and as a result should not recognize capital gain or loss on the exchange. For a more complete discussion of the U.S. federal income tax considerations of the exchange of stock incident to the Merger, see “The Business Combination Proposal — Material United States Federal Income Tax Consequences — Material United States Federal Income Tax Consequences of the Business Combination to U.S. Holders of SBC Common Stock.” We urge you to consult your tax advisor regarding the tax consequences of exercising your redemption rights.

Q:If I am a Warrant holder, can I exercise redemption rights with respect to my Warrants?

A:No. The holders of Warrants have no redemption rights with respect to Warrants.

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Q:If I am a Public Unit holder, can I exercise redemption rights with respect to my Public Units?

A:No. Holders of outstanding Public Units must separate the constituent Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares.

If you hold Public Units registered in your own name, you must deliver the certificate for such Public Units to Continental Stock Transfer & Trust Company, our transfer agent, with written instructions to separate such Public Units into Public Shares, and Public Warrants. This must be completed far enough in advance to permit the mailing of the Public Share certificates back to you so that you may then exercise your redemption rights upon the separation of the Public Shares from the Public Units. See “How do I exercise my redemption rights?” above. The address of Continental Stock Transfer & Trust Company is listed under the question “Who can help answer my questions?” below.

If a broker, dealer, commercial bank, trust company or other nominee holds your Public Units, you must instruct such nominee to separate your Public Units. Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company, Pono’s transfer agent. Such written instructions must include the number of Public Units to be split and the nominee holding such Public Units. Your nominee must also initiate electronically, using The Depository Trust Company’s deposit withdrawal at custodian (DWAC) system, a withdrawal of the relevant Public Units and a deposit of an equal number of Public Shares and Public Warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the Public Shares from the Public Units. While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Public Shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

Q:Do I have appraisal rights if I object to the proposed Business Combination?

A:No. There are no appraisal rights available to holders of Pono common stock in connection with the Business Combination.

Q:What happens to the funds held in the Trust Account upon consummation of the Business Combination?

A:If the Business Combination is consummated, the funds held in the Trust Account will be released to pay:

•Pono stockholders who properly exercise their redemption rights

•$4,025,000 payable to EF Hutton for deferred underwriting commissions from the IPO

•certain other fees, costs and expenses (including regulatory fees, legal fees, accounting fees, printer fees, and other professional fees) that were incurred by Pono and SBC in connection with the transactions contemplated by the Business Combination and pursuant to the terms of the Merger Agreement;

•any loans owed by Pono to the Sponsor for transaction and other expenses incurred by or on behalf of Pono,

•any other liabilities of Pono as of the Closing of the Merger Agreement.

Any remaining cash will be used for working capital and general corporate purposes of the Combined Entity.

Q:What happens if the Business Combination is not consummated?

A:There are certain circumstances under which the Merger Agreement may be terminated. See the section titled “The Business Combination Proposal — The Merger Agreement” for information regarding the parties’ specific termination rights.

If, as a result of the termination of the Merger Agreement or otherwise, Pono is unable to complete the Business Combination or another initial business combination transaction by November 9, 2024, Pono Charter provides that it will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, subject to lawfully available funds therefor, redeem 100% of the Public Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to it to pay taxes payable and up to $100,000 for dissolution expenses, by (B) the total number of then outstanding Public

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Shares, which redemption will completely extinguish rights of the public stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemptions, subject to the approval of the remaining stockholders and the board of directors in accordance with applicable law, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to its obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.

Pono expects that the amount of any distribution its public stockholders will be entitled to receive upon its dissolution will be approximately the same as the amount they would have received if they had redeemed their shares in connection with the Business Combination, subject in each case to Pono’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. The Sponsor and Pono’s officers and directors have waived any right to any liquidation distribution with respect to shares held by them.

In the event of liquidation, there will be no distribution with respect to Pono’s outstanding Warrants. Accordingly, the Warrants will expire worthless.

Q:When is the Business Combination expected to be completed?

A:The Closing is expected to take place (a) the second business day following the satisfaction or waiver of the conditions described below under the section titled “The Business Combination Proposal — Conditions to the Closing” or (b) such other date as agreed to by the parties to the Merger Agreement in writing, in each case, subject to the satisfaction or waiver of the Closing conditions. The Merger Agreement may be terminated by either Pono or SBC if the Closing has not occurred by September30, 2024 (unless Pono extends the period of time it has to consummate a business combination).

For a description of the conditions to the completion of the Business Combination, see the section titled “The Business Combination Proposal.”

Q:What do I need to do now?

A:You are urged to read carefully and consider the information contained in this proxy statement, including the annexes, and to consider how the Business Combination will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q:How do I vote?

A:If you are a stockholder of record of Pono as of June27, the Record Date, you may submit your proxy before the Pono Special Meeting in any of the following ways, if available:

•use the toll-free number shown on your proxy card;

•visit the website shown on your proxy card to vote via the Internet; or

•complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope.

Stockholders who choose to participate in the Pono Special Meeting can vote their shares electronically during the meeting via live audio webcast by visiting https://www.cstproxy.com/ponocapitaltwo/bc2024. You will need the control number that is printed on your proxy card to enter the Pono Special Meeting. Pono recommends that you log in at least 15 minutes before the meeting to ensure you are logged in when the Pono Special Meeting starts.

If your shares are held in “street name” through a broker, bank or other nominee, your broker, bank or other nominee will send you separate instructions describing the procedure for voting your shares. “Street name” stockholders who wish to vote at the Pono Special Meeting will need to obtain a proxy form from their broker, bank or other nominee.

Beneficial stockholders who wish to attend the online-only virtual meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy to proxy@continentalstock.com. Beneficial stockholders who e-mail a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the online-only meeting. After contacting Pono’s transfer agent, a beneficial holder will receive an e-mail prior to the Pono Special Meeting with a link and instructions for entering the virtual meeting. Beneficial stockholders should contact Pono’s transfer agent at least five business days prior to the meeting date.

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Stockholders will also have the option to listen to the Pono Special Meeting by telephone by calling:

•Within the U.S. and Canada: +1 800-450-7155 (toll-free)

•Outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply)

The passcode for telephone access: 8640804#. You will not be able to vote or submit questions unless you register for and log in to the Pono Special Meeting webcast as described herein.

Q:What will happen if I abstain from voting or fail to vote at the Pono Special Meeting?

A:At the Pono Special Meeting, Pono will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal or marked “WITHHOLD” with respect to the Director Election Proposal as present for purposes of determining whether a quorum is present. Abstentions will have the same effect as a vote “AGAINST” the Charter Amendment Proposals. Abstentions will have no effect on the Business Combination Proposal, the Incentive Plan Proposal, the Nasdaq Proposal or the Adjournment Proposal. “WITHHOLD” votes will have no effect on the Director Election Proposal.

A “broker non-vote” occurs when shares held by a broker for the account of a beneficial owner are not voted for or against a particular proposal because the broker has not received voting instructions from that beneficial owner and the broker does not have discretionary authority to vote those shares in the absence of such instructions. If you do not provide instructions to your broker, your broker will not have discretionary authority to vote on any of the Proposals at the Pono Special Meeting, because Pono does not expect any of the Proposals to be considered a routine matter. Broker non-votes will not be counted as present for the purposes of establishing a quorum.

Broker non-votes will have the same effect as a vote “AGAINST” the Charter Amendment Proposals. Broker non-votes will have no effect on the Business Combination Proposal, the Director Election Proposal, the Incentive Plan Proposal, the Nasdaq Proposal or the Adjournment Proposal.

Q:What will happen if I sign and return my proxy card without indicating how I wish to vote?

A:Signed and dated proxies received by Pono without an indication of how the stockholder intends to vote on a proposal will be voted “FOR” each proposal presented to the stockholders. The proxyholders may use their discretion to vote on any other matters which properly come before the Pono Special Meeting.

Q:If I am not going to attend the Pono Special Meeting in person, should I return my proxy card instead?

A:Yes. Whether you plan to attend the Pono Special Meeting or not, please read this entire proxy statement, including the annexes, carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Q:If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A:No. Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. Pono believes the Proposals presented to the stockholders will be considered non-discretionary and therefore your broker, bank or nominee cannot vote your shares without your instruction. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

Q:May I change my vote after I have mailed my signed proxy card?

A:Yes. You may change your vote by sending a later-dated, signed proxy card to Pono’s Chief Executive Officer at the address listed below so that it is received by Pono’s Chief Executive Officer prior to the Pono Special Meeting or attend the Pono Special Meeting in person and vote. You also may revoke your proxy by sending a notice of revocation to Pono’s Chief Executive Officer, which must be received by Pono’s Chief Executive Officer prior to the Pono Special Meeting.

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Q:What should I do if I receive more than one set of voting materials?

A:You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

Q:Who will solicit and pay the cost of soliciting proxies?

A:Pono will pay the cost of soliciting proxies for the Pono Special Meeting. Pono has engaged Advantage Proxy to assist in the solicitation of proxies for the Pono Special Meeting.

 Pono has agreed to pay $12,500 its customary fee, plus disbursements. Pono will reimburse Advantage Proxy for reasonable out-of-pocket expenses and will indemnify Advantage Proxy and its affiliates against certain claims, liabilities, losses, damages and expenses. Pono will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of Pono common stock for their expenses in forwarding soliciting materials to beneficial owners of Pono’s common stock and in obtaining voting instructions from those owners. Pono’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q:Who can help answer my questions?

A:If you have questions about the proposals or if you need additional copies of this proxy statement or the enclosed proxy card you should contact:

Darryl Nakamoto

Chief Executive Officer

643 Ilalo St. #102

Honolulu, Hawaii 96813

(808) 892-6611

You may also contact our proxy solicitor at:

ADVANTAGE PROXY
P.O. Box 13581
Des Moines, WA 98198
Toll Free: (877) 870-8565
Collect: (206) 870-8565
Email: ksmith@advantageproxy.com

To obtain timely delivery, Pono stockholders must request the materials no later than August16, 2024.

You may also obtain additional information about Pono from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.”

If you intend to seek redemption of your Public Shares, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) to Pono’s transfer agent prior to the Pono Special Meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company

One State Street Plaza, 30th Floor

New York, New York 10004

Attn: Mark Zimkind

E-mail: spacredemptions@continentalstock.com

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SUMMARY OF THE PROXY STATEMENT

This summary, together with the section titled “Questions and Answers — Questions and Answers about the Pono Proposals,” summarizes certain information contained in this proxy statement and may not contain all of the information that is important to you. To better understand the Business Combination and the Proposals to be considered at the Pono Special Meeting, you should read this entire proxy statement carefully, including the annexes. See also the section titled “Where You Can Find More Information.”

Unless otherwise indicated or the context otherwise requires, references in this Summary of the proxy statement to the “Combined Entity” refer to Pono and its consolidated subsidiaries after giving effect to the Business Combination, including SBC and its subsidiaries. References to the “Company” or “Pono” refer to Pono Capital Two, Inc. and references to “SBC” refer to SBC Medical Group Holdings Incorporated.

Unless otherwise specified, all share calculations assume no exercise of redemption rights by the Company’s public stockholders and do not include any shares of Pono common stock issuable upon the exercise of the Warrants.

The Parties to the Business Combination

Pono Capital Two, Inc.

Pono is a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Pono was incorporated under the laws of the State of Delaware on February 12, 2021.

On August 9, 2022, Pono consummated its initial public offering of 11,500,000 Units (including the full exercise of the underwriter’s over-allotment option), with each unit consisting of one share of Class A common stock and one redeemable Warrant, and each Warrant entitling the holder thereof to purchase one share of Class A common stock for $11.50 per share. The securities in the offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-265571) that became effective on August 4, 2022. Simultaneously with the consummation of the initial public offering, Pono consummated the private placement of an aggregate of 634,375 Placement Units to the Sponsor at a price of $10.00 per Placement Unit, generating proceeds of $6,343,750. Of the gross proceeds received from the initial public offering including the over-allotment option, and the Placement Units, $117,875,000 was placed in the Trust Account. Pono Class A common stock, Units and Warrants are currently listed on Nasdaq under the symbols “PTWO”, “PTWOU” and “PTWOW”, respectively. The mailing address of Pono’s principal executive offices is 643 Ilalo St. #102, Honolulu, Hawaii 96813, and its telephone number at such address is (808) 892-6611.

Per the audit report included within this Proxy filing, it is noted that there is substantial doubt regarding Pono’s ability to continue as a going concern.

Merger Sub

Merger Sub is a wholly-owned subsidiary of Pono, incorporated in Delaware on January 31, 2023 solely for the purpose of consummating a business combination transaction. Merger Sub owns no material assets and does not operate any business.

The mailing address of Merger Sub’s principal executive offices is 643 Ilalo St. #102, Honolulu, Hawaii 96813, and its telephone number at such address is (808) 892-6611.

In the Business Combination, Merger Sub will merge with and into SBC with SBC surviving the Merger. As a result, Merger Sub will cease to exist, and SBC will become a wholly-owned subsidiary of Pono. The Business Combination is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code.

SBC Medical Group Holdings Incorporated

SBC Medical Group Holdings Incorporated was incorporated under the laws of the state of Delaware on January20, 2023, and is a management company headquartered in Tokyo, that provides management services to cosmetic treatment centers mainly in Japan. The history of SBC began with the establishment of L’Ange Cosmetique Co., Ltd. in 2003 and SBCMG (formerly Aikawa Medical) in 2017 for the purpose of providing management services to medical corporations and the medical clinics of the medical corporations. The history of the medical

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corporations and the medical clinics began in 2000 with the opening of Shonan Beauty Clinic in Fujisawa City, Japan, where Dr. Aikawa opened in private practice. Subsequently, and Dr. Aikawa opened clinics in Yokohama in 2001 and Shinjuku in 2003, incorporated as Medical Corporation Shobikai in 2004, acquired a medical corporation named Medical Corporation Kowakai in 2009 and Medical Corporation Nasukai in 2009. The Company and its subsidiaries are primarily focused on providing comprehensive management services to franchisee clinics, including but not limited to advertising and marketing needs across various platforms (such as social media networks), staff management (such as recruitment and training), booking reservations for franchisee clinic customers, assistance with franchisee employee housing rentals and facility rentals, construction and design of franchisee clinics, medical equipment and medical consumables procurement (resale), the provision of cosmetic products to franchisee clinics for resale to clinic customers, licensure of the use of patent-pending and non-patented medical technologies, trademark and brand use, IT software solutions (including but not limited to remote medical consultations), management of the franchisee clinic’s customer rewards program (customer loyalty point program), and payment tools for the franchisee clinics.

SBC Medical Group Holdings, Inc., headquartered in Japan, and its subsidiaries now provide management services to a total of 158 franchisee treatment centers under the brand name “Shonan Beauty Clinic” located in Japan. The Company also (i) owns and operates 1 treatment center under its “SBC” brand name in Ho Chi Minh City, Vietnam, as well as (ii) provides management service to 1 treatment center under its “SBC” brand name in Irvine, California in the United States (the “CA Clinic”), which is owned and operated by the related party. The treatment center in Vietnam, and its franchisee treatment centers that the Company provides management services to, provide an array of surgical and non-surgical medical services that vary based upon location, including cosmetic surgery, dermatology, and dentistry. These medical services include but are not limited to breast augmentation, liposuction, rejuvenation treatments (including treatment of wrinkles, acne, scars, cellulite, excess fat, discoloration, and signs of aging), laser skin toning and spot removal, eyes double fold surgery, rhinoplasty, treatment of osmidrosis and hyperhidrosis, hair transplants, gynecological formation treatments, laser hair removal, face line surgeries, cosmetical dental procedures, tattoo removal, lasik eye surgery, lateral canthoplasty, brow lift procedures, androgenetic alopecia treatment, and cheek sagging prevention methods.

The majority of revenue of SBC and its subsidiaries comes from transactions with medical corporations, which are related parties, and if those medical corporations experience sluggish sales, fewer store openings, or a decrease in the number of clinics, this will have a significant impact on our group’s revenue. Additionally, the Company faces challenges due to SBC’s total liabilities, which as of March31, 2024, was $96,759,445 as well as its dependence on a limited number of franchisees. If the Company is unable to maintain sufficient payments on its debt or if its limited number of franchises experience financial challenges such as low sales, it would have a negative effect on its business strategy.

For the fiscal years ended 2023 and 2022, SBC generated revenues of $193,542,423 and $174,160,618, respectively, net profits of $38,560,606 and $5,552,418, respectively, and cash flow provided by (used in) operating activities of $50,670,322 and $(47,369), respectively. For the three months ended March31, 2024 and 2023, we generated revenues of $54,808,042 and $42,912,618, respectively, we reported net profit of $18,750,216 and $6,417,891, respectively, and cash flow provided by operating activities of $3,682,175 and $3,274,264, respectively. As of March31, 2024, we had retained earnings of $161,606,484.

In particular, the breakdown of the revenue streams of the Company during the three months ended March31, 2024 were (i) royalty income $15,110,268, this income from intellectual property, (ii) procurement services $13,195,984, this income from procuring advertising services and medical materials, (iii) management services $15,654,670, this income from management guidance for clinic management, including loyalty program management services revenue, (iv) rental services $3,617,941, this income from rental of housing and medical equipment, including finance lease, and (v) others $7,229,179, this income from consolidated subsidiaries, etc. that is separate from the above transactions.

SBC Medical Group Co., Ltd., a Japan corporation (“SBC Medical Sub”), L’Ange Cosmetique Co., Ltd., a Japan corporation (“Lange Sub”), Shobikai Co., Ltd., a Japan corporation (“Shobikai Sub”) are each designated as a “medical service corporation” in Japan. In Japan, a medical service corporation is a legal entity that provides management service to MCs. The management services are conducted through franchisor-franchisee contracts (“FC contracts”) and service contracts between the certain subsidiaries of the Company (SBC Medical Sub, Lange Sub, and Shobikai Sub) and the MCs that own all 164 of the treatment centers in Japan, which operate under the brand name “Shonan Beauty Clinic”. There are currently six MCs that the Company’s subsidiaries have entered into FC contracts

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and service contracts with, consisting of Medical Corporation Shobikai, Medical Corporation Kowakai, Medical Corporation Nasukai, Medical Corporation Aikeikai, Medical Corporation Jukeikai, and Medical Corporation Ritz Cosmetic Surgery (collectively, the “MCs”). All of the MCs are deemed to be related parties of the Company since relatives of the CEO of the Company are the members (or shain) of general meetings of members of the MCs. The CEO of the Company was previously a member of the six franchisee MCs until he ceased being a member in July 2023. The Company, through SBC Medical, owns equity “deposit” interests (or mochibun) of the six franchisee MCs. Although the Company, through SBC Medical, has an equity “deposit” interest to the rights to receive a distribution of residual assets in proportion to the amount of contribution in certain circumstances as provided in the articles of incorporation of each of the MCs, the Company or SBC Medical does not have voting control over the corporate actions at general meetings of members (or shain) of the MCs per the requirements of the Japanese Medical Care Act and the MCs’ articles of incorporation. (1) According to Article 7.7 of the Medical Care Act, the prefectural governors may deny permission to establish a hospital or clinic for profit-making purposes, then, hospitals and clinics established by a MC is denied for-profit status. From this point, a MC cannot issue shares, then, a MC does not have shareholders. In addition, from this point, a for-profit corporation cannot be a member (or shain) of general meetings of members (or shain) of a MC (Notice of Ministry of Health, Labor and Welfare of Japan). Then, the Company, through SBC Medical, does not have voting rights at general meetings of members (or shain) of the MCs. The organs of a MC consist of general meetings of members (or shain), board of directors (or riji), directors (or riji), and auditors (or kanji) (Article 46.2.1 of the Medical Care Act). Directors (or riji) and auditors (or kanji) are appointed by resolution of general meetings of members (or shain) (Article 46.5.2 of the Medical Care Act). Each member (or shain) of general meetings of members (or shain) has one voting right (Article 46.3.3.1 of the Medical Care Act). (2) The Company, through SBC Medical, holds equity interests (or mochibun) in the MCs, which are the rights to receive distribution of the residual assets in proportion to the amount of contribution (Article 10.3.3.2 brackets of the Supplementary Provisions of the Medical Care Act). However, the procedures for the Company, through the SBC Medical, to exercise and realize the rights to receive distribution of the residual assets of the MCs are more complicated than those of the stock corporations due to the restrictions under the Medical Care Act. When the MCs dissolve due to the inability to successfully carry out their intended operations (Article 55.1.2 of the Medical Care Act) or due to resolutions of their general meetings of members (or shain) (Article 55.1.3 of the Medical Care Act), the approvals from the prefectural governors are required (Article 55.6 of the Medical Care Act). In those cases, the prefectural governors must obtain the opinions of the Prefectural Medical Councils as a prerequisite for the approvals (Article 55.7 of the Medical Care Act). These circumstances regarding the dissolutions of the MCs are essentially different from the fact that stock corporations can be dissolved only by a resolution at their general meetings of shareholders (Article 471.3 of the Japanese Companies Act). (3) A MC is prohibited from making a distribution of surplus or taking any similar actions for the benefit of its members (or shain) of general meetings of members (or shain) and equity interest (or mochibun) holders (Article 54 of the Medical Care Act). From (1) to (3) above, there is no relationship of control and subordination between such medical service corporations and the MCs, and in other words, the MCs are operated independently from the medical service corporations.

In addition, the Company has entered into service contracts with Medical Corporation Association Furinkai (the service contract regarding operation on November22, 2023 and the service contract regarding management consulting on November25, 2023 respectively) and Medical Corporation Association Junikai (the service contract regarding operation and the service contract regarding management consulting both on November16, 2023). The scope of work (“SOW”) of the service contracts with these two MCs is limited to marketing, introduction of new treatment technologies and future business development while the SOW of the FC contracts with the six MCs are broad and define general rules in order to allow MCs to use the SBC brand name. Accordingly, the service contracts with these two MCs are different from the FC contracts with the six MCs and the clinics of these two MCs do not use the “Shonan Beauty Clinic” brand. Please see “Information about SBC — Material Contracts between the Company and MCs — Service Contracts” on page 179 herein for more information regarding the service contracts with Medical Corporation Association Furinkai and Medical Corporation Association Junikai.

The Company’s primary mission is to provide quality comprehensive management services to the MCs and expand its “Shonan Beauty Clinic” brand. The Company plans to achieve the mission by maintaining and strengthening its market position and brand in the cosmetic medical treatment management market in Japan, Vietnam, and the United States, and by growing our presence globally.

The Company was incorporated in the State of Delaware in January 2023. The mailing address of the Company’s principal executive offices is 6-5-1, Nishi Shinjuku, Shinjuku-ku Tokyo 163-1303, Japan, and its telephone number at such address is +81-50-5865-5944.

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The Combined Entity will be a “Controlled Company”

The Combined Entity will be a “controlled company” within the meaning of the applicable rules of Nasdaq and, as a result, will qualify for exemptions from certain corporate governance requirements. Upon the Closing, Dr. Yoshiyuki Aikawa will control approximately 81.4% of the voting power of our outstanding common stock if there are no additional redemptions by the Combined Company’s public stockholders, and, therefore will control a majority of the voting power of the Combined Entity’s outstanding common stock, and New Pono will then be a “controlled company” within the meaning of applicable rules of Nasdaq upon the Closing of the Business Combination. For additional information, see “Risk Factors — Risks Related to Pono and the Business Combination — The Combined Entity will be a “controlled company” within the meaning of the applicable rules of Nasdaq and, as a result, will qualify for exemptions from certain corporate governance requirements. If the Combined Entity relies on these exemptions, its stockholders will not have the same protections afforded to stockholders of companies that are subject to such requirements.”

The Proposals

THE BUSINESS COMBINATION PROPOSAL (PROPOSAL 1)

Pono and SBC have agreed to the Business Combination under the terms of the Agreement and Plan of Merger, dated as of January 31, 2023, as amended and restated on June 21, 2023, and as amended by Amendment No.1, dated September8, 2023, Amendment No.2, dated October26, 2023, Amendment No.3, dated as of December28, 2023, and Amendment No.4, dated as of April22, 2024. This agreement, as may be further amended or supplemented from time to time, is referred to in this proxy statement as the “Merger Agreement.” Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, at the closing of the transactions contemplated by the Merger Agreement (the “Closing”), Merger Sub will merge with and into SBC, with SBC continuing as the surviving entity and becoming a wholly-owned subsidiary of Pono (the “Merger”). See the section titled “The Business Combination Proposal.”

Merger Consideration

Subject to the terms and conditions set forth in the Merger Agreement, at the Effective Time:

(a)the outstanding shares of Class A common stock, par value $0.0001 per share, of Pono (“Pono Class A common stock”), including any shares of Class B common stock, par value $0.0001 per share, of Pono (“Pono Class B common stock”, and together with the Pono Class A common stock, the “Pono common stock”) all of which will be converted into Pono Class A common stock in accordance with Pono’s third amended and restated certificate of incorporation (the “Pono Charter”), will be redesignated as common stock, par value $0.0001 per share, of SBC Medical Group Holdings Incorporated (which will be the new name of Pono after the Closing, as described below, “New Pono”) (referred to herein as “New Pono common stock”); and

(b)As consideration for the Merger, the SBC securityholders as of immediately prior to the Effective Time (“SBC securityholders”), shall be entitled to receive from Pono, a number of Pono’s securities with an aggregate value equal to (a) $1,000,000,000, 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 “Merger Consideration”), as described below, and upon the Merger (i) all of the issued and outstanding capital stock of SBC immediately prior to the Effective Time (other than those properly exercising any applicable appraisal rights under Delaware law) will automatically be cancelled and shall cease to exist, in exchange for the right to receive pro rata shares of the aggregate Merger Consideration to be paid to the SBC stockholders as of immediately prior to the Effective Time, and (ii) each outstanding option and warrant to acquire shares of SBC common stock (whether vested or unvested) will be assumed by Pono and automatically converted into an option or warrant to acquire shares of New Pono common stock, with its price and number of shares equitably adjusted based on the conversion ratio of the shares of SBC common stock into the Merger Consideration, as provided in the Merger Agreement and as more particularly described in the notice.

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As of the date of this proxy statement, we estimate that the Merger Consideration to be $1,064,066,356 and Merger Consideration per share to be approximately $129.46. This estimate assumes that (i) SBC’s Net Working Capital ($21,607,403), outstanding indebtedness ($50,151,813), and cash on hand ($96,181,550) at Closing were the same as on March 31, 2024, (ii) specified transaction expenses of SBC associated with the Business Combination (inclusive of advisory, banking, printing, legal and accounting fees) at Closing are $570,784, and (iii)  the number of shares of common stock (7,949,000) and warrants (270,000) of SBC outstanding immediately prior to the merger are the same as that outstanding on March31, 2024. The Merger Consideration will be subject to a post-Closing true up 90 days after the Closing.

Escrow Shares

At the Closing, a number of shares of Purchaser common stock equal to the quotient obtained by dividing (i) three percent (3.0%) of the initial Merger Consideration (as determined on the Closing Date) by (ii) the redemption price (the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Shares”) otherwise issuable to the SBC stockholders (allocated pro rata among the SBC stockholders based on the Merger Consideration otherwise issuable to them at the Closing) will be deposited into a segregated escrow account with Continental Stock Transfer & Trust Company (or such other escrow agent reasonably acceptable to Pono and SBC), as escrow agent, and held in escrow together with any dividends, distributions or other income on the Escrow Shares (the “Escrow Property”) in accordance with an escrow agreement to be entered into in connection with the Business Combination (the “Escrow Agreement”).

Merger Closing Conditions

The Merger Agreement is subject to customary conditions to the Closing. In addition, the Closing is subject to the following additional conditions (amongst others): (i) the approval of the Merger Agreement and the Business Combination by the requisite vote of Pono’s stockholders and SBC’s stockholders, (ii) Pono having at least $5,000,001 in net tangible assets, after giving effect to the completion of its redemption of public stockholders who redeem their shares in connection with the Business Combination, (iii) the election or appointment of members to the Combined Entity’s board of directors immediately after the Closing in accordance with the Merger Agreement, (iv) the effectiveness of the proxy statement, and (v) the conditional approval of the Combined Entity’s initial listing application with Nasdaq with respect to the common stock to be issued pursuant to the Business Combination.

In addition, unless waived by SBC, the obligations of SBC to consummate the Business Combination are subject to the fulfillment of certain closing conditions, including but not limited to the following (in addition to customary certificates and other closing deliverables):

•The representations and warranties of Pono being true and correct as of the date of the Merger Agreement and as of the Closing (subject to Material Adverse Effect (as defined below) with respect to Pono);

•Pono having performed in all material respects their respective obligations and complied in all material respects with their respective covenants and agreements under the Merger Agreement required to be performed or complied with on or prior to the date of the Closing; and

•The Escrow Agreement and Registration Rights Agreement having been executed and delivered.

Unless waived by Pono, the obligations of Pono and the Merger Sub to consummate the Business Combination are subject to the satisfaction of the following conditions (in addition to customary certificates and other closing deliverables):

•The representations and warranties of SBC being true and correct as of the date of the Merger Agreement and as of the Closing (subject to Material Adverse Effect);

•SBC having performed in all material respects its obligations and complied in all material respects with its covenants and agreements under the Merger Agreement required to be performed or complied with on or prior to the date of the Closing;

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•Absence of a Material Adverse Effect with respect to SBC since the date of the Merger Agreement that is continuing and uncured

•The Escrow Agreement and the Registration Rights Agreement having been executed and delivered;

•Non-competition Agreements (as described below) having been executed and delivered;

•Employment Agreements (as described below) having been executed and delivered;

•The Restructuring (which was completed on September23, 2023) having been completed; and

•Lock-Up Agreement (as described below) having been executed and delivered.

Merger Structure

Pursuant to the Merger Agreement, upon the Closing, Merger Sub, a wholly-owned subsidiary of Pono, will be merged with and into SBC, with SBC continuing as the surviving entity of the Merger and becoming a wholly-owned subsidiary of Pono. See “The Business Combination Proposal — General Description of the Merger Agreement” and “The Business Combination Proposal — Merger Consideration.”

Covenants

Each party to the Merger Agreement has agreed to use its reasonable best efforts to effect the Closing. The Merger Agreement also contains certain customary covenants by each of the parties during the period between the signing of the Merger Agreement and the earlier of the Closing or the termination of the Merger Agreement in accordance with its terms (the “Interim Period”), including, but not limited to covenants regarding (i) the provision of access to their offices, properties, books and records, (ii) the operation of their respective businesses in the ordinary course of business, (iii) provision of financial statements by SBC, (iv) filing by Pono of its reports required by the Exchange Act, and efforts regarding Nasdaq listing requirements, (v) no solicitation of other competing transactions, (vi) no trading in Pono’s securities by SBC using Pono’s material non-public information, (vii) notifications of certain breaches, consent requirements or other matters, (viii) efforts to obtain third party and regulatory approvals and comply with all government authority requirements, (ix) further assurances to cooperate, (x) a requirement for SBC to promptly hold its stockholder meeting or otherwise obtain the written consent of its stockholders to approve the Merger Agreement and related transactions, (xi) tax matters and transfer taxes, (xii) public announcements, (xiii) confidentiality, (xiv) post-Closing Pono board of directors and executive officers; (xv) the delivery by SBC of the PCAOB Audited Financials; and (xvi) payment of extension expenses There are also certain customary post-Closing covenants regarding (i) maintenance of books and records, (ii) indemnification of directors and officers and related insurance, and (iii) use of Trust Account proceeds. SBC also will complete the Restructuring promptly following execution of the Merger Agreement.

Pursuant to the Merger Agreement, Pono agreed to file a proxy statement for a special meeting of Pono’s stockholders to consider the Merger Agreement and the related transactions and matters, including the Required Proposals described herein.

Sponsor Shares

In connection with and contingent upon the Closing, the Sponsor will be granted 1,200,000shares of registered New Pono common stock on or prior to the earlier of (i) the six month anniversary of the Closing and (ii) the expiration of the lock-up of Pono’s founder shares (the “Sponsor Shares”); provided, however, that the Sponsor in its sole discretion may direct New Pono to issue all or a portion of the Sponsor Shares on such earlier or later date as it shall determine (which date shall not be earlier than the Closing).

Termination

The Merger Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing, including among other reasons, (i) by mutual consent of SBC and Pono, (ii) by either Pono or SBC if any of the conditions to the Closing have not been satisfied or waived by September30, 2024 (the “Outside Date”), provided that the Outside Date may be extended if Pono obtains an extension of the time it has to consummate its initial business combination, provided further that this termination right shall not be available to

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Pono or SBC if the breach by such party (i.e., either Pono or Merger Sub on one hand, or SBC, on the other hand) of the Merger Agreement was the cause of, or resulted in, the failure of the Closing to occur on or before the Outside Date, (iii) by either Pono or SBC if a governmental authority of competent jurisdiction shall have issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting, or if any law is in effect making illegal, the transactions contemplated by the Merger Agreement, (iv) by either Pono or SBC for the other party’s uncured breach (subject to certain materiality qualifiers and cure periods), (v) by Pono if there has been an event after the signing of the Merger Agreement that has a Material Adverse Effect on SBC (but excluding a qualifying settlement of certain litigation in which SBC is involved) that is uncured and continuing, (vi) by SBC if there has been an event after the signing of the Merger Agreement that has a Material Adverse Effect on Pono that is uncured and continuing, (vii) by either Pono or SBC if approval for the Business Combination and the other Required Proposals are not obtained at the Pono Special Meeting, (viii) by Pono if it reasonably determines that the PCAOB Audited Financials differ in any material respect from SBC’s unaudited annual financial statements, or if the PCAOB Audited Financials are not delivered to Purchaser on or before September30, 2023.

Executive Officers and Directors of the Combined Entity

Pursuant to the Merger Agreement, Pono and SBC agreed to take all necessary action, including causing the directors of the Pono to resign, so that effective as of the Closing, New Pono’s board of directors (the “Post-Closing Board”) will consist of five (5) individuals, a majority of whom shall be independent directors in accordance with Nasdaq requirements. Immediately after the Closing, Pono and SBC shall take all necessary action to designate and appoint to the Post-Closing Board five (5) persons as follows: three (3) persons designated by SBC, one (1) person designated by Pono, and one (1) person designated prior to the Closing by mutual agreement of SBC and Pono. At or prior to the Closing, Pono will provide each director of Pono with a customary director indemnification agreement, in form and substance reasonably acceptable to such director of Pono. The parties also agreed to take all action necessary, so that the individuals serving as the officers of Pono immediately after Closing will be the same individuals as those of SBC immediately prior to the Closing. Each director will hold office until the next annual meeting of stockholders at which such director is up for election and where his or her successor is elected and qualified.

The following persons are expected to be elected or appointed by the Pono board to serve as executive officers and directors of the Combined Entity following the Business Combination. For biographical information concerning the executive officers and directors following the Business Combination, see “Management after the Business Combination — Management and Board of Directors”.

Name	Age	Position(s)
Yoshiyuki Aikawa	53	Director, Chairman and Chief Executive Officer(1)
Yuya Yoshida	45	Director and Chief Operating Officer(1)
Ryoji Murata	52	Chief Financial Officer
Akira Komatsu	48	Chief Strategy Officer and Secretary
Ken Edahiro	42	Independent Director(1)
Mike Sayama	69	Independent Director(2)
Fumitoshi Fujiwara	58	Independent Director(3)

____________

(1)SBC designee.

(2)Pono designee.

(3)SBC and Pono mutually agreed upon designee.

When you consider the recommendation of Pono Board in favor of approval of the Business Combination Proposal and the other proposals, you should keep in mind that the directors and executive officers of Pono and of SBC have interests in the Business Combination and other proposals that may be different from, or in addition to, those of Pono stockholders generally. These interests include, among other things, the fact that certain of SBC’s directors and officers will become directors and officers of the Combined Entity, and certain of Pono’s directors and officers will become directors of the Combined Entity, upon the consummation of the Business Combination.

Please see the sections entitled “Risk Factors” and “The Business Combination Proposal — Interests of SBC’s Directors and Officers in the Business Combination” and “The Business Combination Proposal — Interests of Pono’s Directors and Officers in the Business Combination” ofthis proxy statement for a further discussion of this and other risks.

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Accounting Treatment

The Business Combination is expected to be accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, Pono will be treated as the acquired company and SBC will be treated as the acquirer for financial statement reporting purposes. See section entitled “The Business Combination Proposal — Anticipated Accounting Treatment.”

No Delaware Appraisal Rights for Pono Stockholders

Appraisal rights are statutory rights under the DGCL that enable stockholders who object to certain extraordinary transactions to demand that the corporation pay such stockholders the fair value of their shares instead of receiving the consideration offered to stockholders in connection with the extraordinary transaction. However, appraisal rights are not available in all circumstances. Appraisal rights are not available to Pono stockholders or Warrant holders in connection with the Business Combination.

Impact of the Business Combination on Pono’s Public Float

It is anticipated that, upon the completion of the Business Combination, assuming no additional redemptions and assuming the exercise of all issued and outstanding warrants (which would be 13.1% of the outstanding capital stock of the Combined Entity), Pono’s public stockholders will retain an ownership interest of approximately 1.4% of the outstanding capital stock of the Combined Entity, the Sponsor will retain an ownership interest of approximately 4.6% of the outstanding capital stock of the Combined Entity, the SBC securityholders will own approximately 81.4% of the outstanding capital stock of the Combined Entity and the Holder under the 2024 Non-Redemption Agreement will own approximately 1.3% of the outstanding capital stock of the Combined Entity (see Unaudited Pro Forma Condensed Combined and Consolidated Financial Information — 2024 Non-Redemption Agreement for further information). The table below presents possible sources of dilution and the extent of such dilution that non-redeeming public stockholders could experience in connection with the Closing across a range of varying redemption scenarios. The maximum redemption scenario represents the maximum redemptions that may occur but which would still allow for the satisfaction of the minimum net tangible asset value of $5,000,001 immediately prior to or upon the consummation of the Business Combination, after giving effect to the payments to redeeming stockholders. In an effort to illustrate the extent of such dilution, the table below and the foregoing ownership percentages above assume (i) the exercise of all 11,500,000 public warrants and 634,375 private placement warrants, (ii) the conversion of $2,700,000 convertible promissory note into 270,000shares of common stock, (iii) the exercise of warrants to purchase 3,147,920shares of common stock issued by SBC to consultants to SBC but does not assume the issuance of any awards under the Equity Incentive Plan. If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by Pono’s existing stockholders in the Combined Entity will be different.

If any of Pono’s public stockholders exercise their redemption rights, the percentage of the Combined Entity’s outstanding common stock held by Pono’s public stockholders will decrease and the percentages of the Combined Entity’s outstanding common stock held by the Sponsor and by the SBC securityholders will increase, in each case relative to the percentage held if none of the Public Shares are redeemed. If any of Pono’s public stockholders redeem their Public Shares at Closing but continue to hold Public Warrants after the Closing, the aggregate market value of the Public Warrants that may be retained by them, based on the closing trading price per Public Warrant of $0.071 as of the Record Date, would be approximately $0.8million regardless of the amount of redemptions by the public stockholders. Upon the issuance of New Pono Common Stock in connection with the Business Combination, the percentage ownership of the Combined Entity by Pono’s public stockholders who do not redeem their Public Shares will be diluted. Pono public stockholders that do not redeem their Public Shares in connection with the Business Combination will experience further dilution upon the exercise of Public Warrants that are retained after the Closing by redeeming Public Stockholders. The percentage of the total number of outstanding shares of common stock that will be owned by Pono’s public stockholders as a group will vary based on the number of Public Shares for which the holders thereof request redemption in connection with the Business Combination. The following table

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illustrates varying beneficial ownership levels in the Combined Entity, as well as possible sources and extents of dilution for non-redeeming public stockholders, assuming no redemptions by public stockholders, 25% redemption by public stockholders, 50% redemption by public stockholders, 75% redemption by public stockholders and the maximum redemptions by public stockholders:

Pro Forma Redemption Scenarios — Fully Diluted

	No Redemptions	%		25% Redemption	%		50% Redemption	%		75% Redemption	%		Maximum Redemption	%
SBC Stockholders(1)	94,683,855	81.4	%	94,683,855	81.5	%	94,683,855	81.5	%	94,683,855	81.5	%	94,683,855	81.5	%
Shares underlying private warrants issued by SBC(2)	3,147,920	2.7	%	3,143,766	2.7	%	3,143,766	2.7	%	3,143,766	2.7	%	3,143,766	2.7	%
Shares underlying public warrants	11,500,000	9.9	%	11,500,000	9.9	%	11,500,000	9.9	%	11,500,000	9.9	%	11,500,000	9.9	%
Pono Public Stockholders(3)	1,649,416	1.4	%	1,500,000	1.3	%	1,500,000	1.3	%	1,500,000	1.3	%	1,500,000	1.3	%
Pono Sponsor and affiliates(4)	5,343,750	4.6	%	5,343,750	4.6	%	5,343,750	4.6	%	5,343,750	4.6	%	5,343,750	4.6	%
Representative Shares(5)	57,500	—	%	57,500	—	%	57,500	—	%	57,500	—	%	57,500	—	%
Pro forma fully diluted common stock at March 31, 2024	116,382,441	100.0	%	116,228,871	100.0	%	116,228,871	100.0	%	116,228.871	100.0	%	116,228,871	100.0	%

____________

(1)Includes 270,000shares issued to SBC stockholders upon the automatic conversion of the $2,700,000 convertible promissory note outstanding at one share for each $10 of additional capital contribution immediately prior to the merger being effected in connection the consummation of the Business Combination.

(2)Includes (i) 2,332,631 (assuming no additional redemptions) or 2,329,553shares (assuming additional redemptions) underlying private warrants issued by SBC to Second ZUU Target Fund for SBC Medical Group HD Investment Business Partnership, a consultant to SBC and (ii) 815,289 (assuming no additional redemptions) or 814,213shares (assuming additional redemptions) underlying private warrants issued by SBC to HeartCore Enterprises, Inc., a consultant to SBC.

(3)Assumes 1,500,000shares of Pono Class A common stock are not redeemed under the 2024 Non-Redemption Agreement.

(4)Includes (i) 2,875,000 Founder Shares and 634,375 Class A shares of common stock held by the Sponsor, (ii) 1,200,000shares issued to the Sponsor at Closing, and (iii) 634,375shares of common stock underlying the Placement Warrants. 339,565 of these shares are to be issued to the Non-Redemption Agreement Investors pursuant to the 2023 Non-Redemption Agreements.

(5)Represents Pono Class A common stock held by the Underwriter.

All of the relative percentages above are for illustrative purposes only and are based upon certain assumptions. See the section titled “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

Should one or more of the assumptions prove incorrect, actual beneficial ownership percentages may vary materially from those described in this proxy statement as anticipated, believed, estimated, expected or intended.

The table below presents the trust value per share to a public stockholder that elects not to redeem across a range of varying redemption scenarios. The maximum redemption scenario represents the maximum redemptions that may occur but which would still allow for the satisfaction of the minimum net tangible asset value of $5,000,001 immediately prior to or upon the consummation of the Business Combination, after giving effect to the payments to redeeming stockholders. This trust value per share includes the per share cost of the deferred underwriting commission.

	As of March 31, 2024
Trust Value	$	17,980,652
Total shares of Class A common stock		1,649,416
Trust Value per share of Class A common stock	$	10.90

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	Assuming NoRedemptions		Assuming 25%Redemptions		Assuming 50%Redemptions		AssumingMaximumPossibleRedemptions
Redemptions ($)	$	—	$	1,628,817	$	1,628,817	$	1,628,817
Redemptions (Shares)		—		149,416		149,416		149,416
Deferred underwriting commission	$	4,025,000	$	4,025,000	$	4,025,000	$	4,025,000
Cash left in Trust Account post redemption minus deferred underwriting commission	$	13,955,652	$	12,326,835	$	12,326,835	$	12,326,835
Class A common stock post redemption		1,649,416		1,500,000		1,500,000		1,500,000
Trust Value Per Share	$	8.46	$	8.22	$