Pono Capital Two Inc

Nasdaq may delist our securities from its exchange which could limit investors’ ability to make transactions in its securities and subject us to additional trading restrictions.

On April 2, 2024, we received a notice from the staff of the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that we are not in compliance with Nasdaq Listing Rule 5450(b)(2), which requires us to have at least 1,100,000 publicly held shares for continued listing on the Nasdaq Global Market (the “Minimum Public Shares Requirement”). The notice states that we had 45 calendar days to submit a plan to regain compliance with the Minimum Public Shares Requirement. We timely submitted a compliance plan within the specified period.

On May 6, 2024, we received a separate written notice from Nasdaq stating that our listed securities failed to maintain a minimum Market Value of Publicly Held Shares (“MVPHS”) of $15,000,000, which is a requirement for continued listing on The Nasdaq Global Market in accordance with Nasdaq Listing Rule 5450(b)(2)(C) (the “MVPHS Requirement”) based upon our MVPHS for the 34 consecutive business days prior to the date of the notice. In accordance with the Nasdaq listing rules, we have been provided 180 calendar days, or until November 4, 2024, to regain compliance. To regain compliance, we must maintain a minimum MVPHS of $15,000,000 for a period of ten (10) consecutive days.

Additionally, on May 7, 2024, we received a separate written notice from Nasdaq stating that we no longer comply with Nasdaq’s continued listing rules on The Nasdaq Global Market due to not having maintained a minimum of 400 total holders for continued listing, as required pursuant to Nasdaq Listing Rule 5450(a)(2) (the “Total Holders Requirement”). In accordance with the Nasdaq listing rules, we had 45 calendar days to submit a plan to regain compliance and, if Nasdaq accepts the plan, Nasdaq can grant us an extension of up to 180 calendar days from the date of the letter to evidence compliance. We timely submitted a compliance plan within the specified period.

The notices have no immediate effect on the listing of the Company’s securities on Nasdaq. On May 16, 2024, we timely submitted a compliance plan and requested additional time to complete a business combination and to meet Nasdaq’s Minimum Public Shares Requirement and Total Holders Requirement. If Nasdaq accepts our plan, Nasdaq may grant us an extension of up to 180 calendar days from the date of the relevant notice to evidence compliance. If Nasdaq does not accept our plan, we will have the opportunity to appeal the decision in front of a Nasdaq Hearings Panel. Should we fail to obtain from Nasdaq such an extension, our securities may be delisted and that could limit investors’ ability to make transactions in its securities and subject us to additional trading restrictions.

Except as disclosed above, there have been no material changes from risk factors as previously disclosed in our Annual Report on Form 10-K.