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ZUU FUNDERS CO. LTD.
Date Filed :
Jul 11, 2024
View Exhibits
SEC FORM 4
SEC Form 4
FORM 4
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response:
0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person
*
ZUU Co. Ltd.
(Last)
(First)
(Middle)
3-6-28 AOBADAI, MEGUROKU
(Street)
TOKYO
M0
154-0042
(City)
(State)
(Zip)
2. Issuer Name
and
Ticker or Trading Symbol
Pono Capital Two, Inc.
[
PTWO
]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director
X
10% Owner
Officer (give title below)
Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/09/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)
2. Transaction Date (Month/Day/Year)
2A. Deemed Execution Date, if any (Month/Day/Year)
3. Transaction Code (Instr. 8)
4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code
V
Amount
(A) or (D)
Price
Class A Common Stock
07/09/2024
P
5
A
$
13
1,460,806
I
See footnote
(2)
Class A Common Stock
07/10/2024
P
12
A
$
13
1,460,818
I
See footnote
(2)
Class A Common Stock
07/11/2024
P
6,297
A
$
13
1,467,115
I
See footnote
(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)
2. Conversion or Exercise Price of Derivative Security
3. Transaction Date (Month/Day/Year)
3A. Deemed Execution Date, if any (Month/Day/Year)
4. Transaction Code (Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date (Month/Day/Year)
7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)
8. Price of Derivative Security (Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code
V
(A)
(D)
Date Exercisable
Expiration Date
Title
Amount or Number of Shares
Warrants to purchase Class A Common Stock
$
11.5
07/09/2024
P
5
(3)
(4)
Class A Common Stock
5
(1)
71,352
(1)
I
See footnote
(2)
1. Name and Address of Reporting Person
*
ZUU Co. Ltd.
(Last)
(First)
(Middle)
3-6-28 AOBADAI, MEGUROKU
(Street)
TOKYO
M0
154-0042
(City)
(State)
(Zip)
Relationship of Reporting Person(s) to Issuer
Director
X
10% Owner
Officer (give title below)
Other (specify below)
1. Name and Address of Reporting Person
*
ZUU Funders Co. Ltd.
(Last)
(First)
(Middle)
3-6-28 AOBADAI, MEGUROKU
(Street)
TOKYO
M0
154-0042
(City)
(State)
(Zip)
Relationship of Reporting Person(s) to Issuer
Director
X
10% Owner
Officer (give title below)
Other (specify below)
1. Name and Address of Reporting Person
*
ZUU Target Fund for SBC Medical Group HD Investment Partnership
(Last)
(First)
(Middle)
3-6-28 AOBADAI, MEGUROKU
(Street)
TOKYO
M0
154-0042
(City)
(State)
(Zip)
Relationship of Reporting Person(s) to Issuer
Director
X
10% Owner
Officer (give title below)
Other (specify below)
1. Name and Address of Reporting Person
*
Tomita Kazumasa
(Last)
(First)
(Middle)
3-6-28 AOBADAI, MEGUROKU
(Street)
TOKYO
M0
154-0042
(City)
(State)
(Zip)
Relationship of Reporting Person(s) to Issuer
Director
X
10% Owner
Officer (give title below)
Other (specify below)
Explanation of Responses:
1. The Reporting Persons acquired 5 units, each of which consists 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.
2. The reported securities are held directly by ZUU Funders Co. Ltd. ("Funders") and may be deemed to be held indirectly by ZUU Target Fund for SBC Medical Group HD Investment Partnership (the "Fund"), ZUU Co. Ltd. ("ZUU"), and Kazumasa Tomita ("Mr. Tomita" and, together with Funders, the Fund, and ZUU, the "Reporting Persons"). Funders is the operating partner of the Fund and a wholly-owned subsidiary of ZUU. ZUU is majority owned and controlled by Mr. Tomita. The filing of this Form 4 shall not be construed as an admission that the Reporting Persons are or were for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owners of any of the securities of the issuer reported herein. Pursuant to Rule 16a-1, the Reporting Persons disclaim such beneficial ownership, except to the extent of their pecuniary interest.
3. The warrants become exercisable on the later of (i) 30 days after the completion of the issuer's initial business combination and (ii) 12 months from the effective date of the registration statement on Form S-1 (File No. 333-265571) for registrant's initial public offering.
4. The warrants expire five years after the completion of the issuer's initial business combination or earlier upon redemption or liquidation, as described in the issuer's prospectus filed with the U.S. Securities and Exchange Commission.
Zuu Co. Ltd. /s/ Kazumasa Tomita Name: Kazumasa Tomita Title: President
07/11/2024
ZUU Funders Co. Ltd. /s/ Kazumasa Tomita Name: Kazumasa Tomita Title: President
07/11/2024
ZUU Target Fund for SBC Medical Group HD Investment Partnership /s/ Kazumasa Tomita Name: Kazumasa Tomita Title: President of Zuu Funders Co. Ltd.,its Operating Partner
07/11/2024
/s/ Kazumasa Tomita
07/11/2024
** Signature of Reporting Person
Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person,
see
Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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