Pono Capital Two Inc

As previously reported, in connection with the Second Special Meeting, the Company entered into a non-redemption agreement with an unaffiliated investor (the “Holder”) which agreed to acquire from public stockholders of the Company 1,500,000 to 1,700,000 shares 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 Company’s proposed business combination with SBC (as defined below), prior to the Second Special Meeting and to agree to waive its redemption rights and hold the shares until after the closing of the business combination. The non-redemption agreement terminates on the earliest to occur of (i) the closing date of the business combination, (ii) the termination of the related business combination agreement, or (iii) April 30, 2024 (the “Clearance Date”) if the Company has not cleared all SEC comments to its proxy statement in connection with the business combination by that date.

On March 15, 2024, the parties to the non-redemption agreement entered into an amendment to the non-redemption agreement to extend the Clearance Date to June 30, 2024, and to agree to close the business combination on or before August 31, 2024.

A form of the amendment to the non-redemption agreement is filed with this Annual Report on Form 10-K as Exhibit 10.19 and is incorporated herein by reference. The foregoing description of the amendment to the non-redemption agreement is not complete and is qualified in its entirety by reference to the amendment to the non-redemption agreement filed herewith.