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United States securities and exchange commission logo
December 7, 2023
Darryl Nakamoto
Chief Executive Officer
Pono Capital Two, Inc.
643 Ilalo St. #102
Honolulu, Hawaii 96813
Re:Pono Capital Two, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed November 9, 2023
File No. 001-41462
Dear Darryl Nakamoto:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed November 9, 2023
Cover Page
1.We note your disclosure that the Merger Consideration is the 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. Please amend your cover page and
elsewhere in the prospectus to provide an estimated per share merger consideration as of a
recently practicable date.
Market and Industry Data, page 1
2.We note your statements that "SBC cannot assure you of the accuracy and completeness
of such information, and it has not independently verified the market and industry data
contained in this proxy statement or the underlying assumptions relied on therein. As a
result, you should be aware that it is possible that any such market, industry and other

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Pono Capital Two, Inc.
December 7, 2023
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similar data may not in fact be reliable." It is not appropriate to directly or indirectly
disclaim liability for statements in your registration statement. We also refer to your
statements on page 5 that investors "should not place undue reliance" on the forward-
looking statements in deciding how to vote their shares of Pono Common Stock on the
proposals set forth in the proxy statement. You also caution investors on page 119 not to
place undue reliance on prospective financial information included in the prospectus.
Please revise these statements to remove any implication that investors are not entitled to
rely on disclosure in your registration statement or specifically state that you take liability
for these statements.
Q: What equity stake will current stockholders of Pono and SBC securityholders hold in the
Combined Entity after the Closing?, page 12
3.Please revise to disclose all possible sources and extent of dilution that shareholders who
elect not to redeem their shares may experience in connection with the business
combination. Provide disclosure of the impact of each significant source of dilution,
including the amount of equity held by founders, convertible securities, including warrants
retained by redeeming shareholders, at each of the redemption levels detailed in your
sensitivity analysis, including any needed assumptions. In particular, we note that the
illustrative table excludes 634,375 shares of common stock underlying the Placement
Warrants. Please revise to include such shares or explain why you believe they should be
excluded. We also note your disclosure on page F-75 regarding warrants to be issued to
HeartCore Enterprise, Inc. and on page 174 regarding various options and warrants issued
to SBC's CEO and employees and certain immediate family members of SBC's CEO that
do not appear to be reflected in the table. Please also revise your ownership table on page
29 accordingly and include at least one interim redemption scenario in between those you
currently present.
4.Please revise your disclosure in the sensitivity analysis of redemption scenarios to show
the potential impact of redemptions on the per share value of the shares owned by non-
redeeming shareholders.
Q: Did the Special Committee of the Pono Board obtain a third-party valuation or fairness
opinion...?, page 12
5.We note your statement that "The Special Committee of Pono’s board of directors did
obtain a third-party fairness opinion in connection with their determination to approve the
Business Combination." If true, please revise to clarify that Pono's board of directors
did not obtain a third-party fairness opinion. Additionally, please expand on this
disclosure to note what consideration, if any, the Pono board of directors gave to obtaining
a third-party fairness opinion and if it discussed obtaining a fairness opinion with any
financial advisors.

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 Comapany NamePono Capital Two, Inc.
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Pono Capital Two, Inc.
December 7, 2023
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Q: What interests do Pono's current officers and directors have in the Business Combination?,
page 14
6.Please revise your disclosure here and elsewhere in the prospectus to include the current
value of any out-of-pocket expenses for which the Sponsor and Pono's officers and
directors and their affiliates are awaiting reimbursement.
7.We note that certain shareholders, including the Sponsor and the company’s officers and
directors, have agreed to waive their redemption rights. Please describe any consideration
provided in exchange for this agreement. Please also revise your disclosure summarizing
the background of the business combination to discuss the negotiation of this agreement.
SBC Medical Group Holdings Incorporated, page 23
8.We note your statements here and on page 206 that SBC is headquartered in Delaware and
your statements on pages 77, 159 and 202 that SBC is headquartered in Japan. Please
reconcile these disclosures.
9.We note your statement here and similar statements elsewhere in the proxy statement that
"There are currently six medical corporations that the Company’s subsidiaries have
entered into franchisor-franchisee contracts and service contracts with." On page 174, you
note that "Since September 2023, the Company started providing services to two
additional MCs in Japan, namely, Medical Corporation Association Furinkai and Medical
Corporation Association Junikai, which are considered as related parties of the Company
as the relatives of the CEO of the Company being Members of the two MCs." Please
update your disclosure throughout the proxy statement to reflect these two additional
Medical Corporations.
Summary of the Proxy Statement, page 23
10.Please revise to expand your descriptions of SBC and Pono, including but not limited to,
the following:

•Please revise your disclosure here and on page 159 to clarify when SBC was founded
and to discuss the important events in the development of the company's business.
We refer to your disclosure on page 166 that the company's brand name “Shonan
Beauty Clinic” has been developed for over 20 years in the medical industry, but you
also disclose on page 159 that SBC began providing management services to its
franchisee treatment center in 2017;
•Please provide a breakdown of total revenues from management services by category
of activity. We refer to your disclosure on pages 69 and 162 that SBC depends on and
earns substantial revenue through the franchisee clinic customer reward program in
addition to its franchising and procurement revenues;
•Please balance your disclosure to include equally prominent disclosure of the
limitations you face in implementing your business strategy, including but not limited

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to, SBC's significant amount of indebtedness and dependence on a limited number of
franchisees; and
•Please also revise the Summary to disclose that the audit report for Pono includes a
paragraph related to substantial doubt about the ability of Pono to continue as a going
concern.
11.We refer to your diagram of the organizational structure of SBC prior to the business
combination on page 160. Please amend your disclosure, where appropriate, to provide a
diagram of the post-business combination ownership structure of the combined entity and
include ownership percentages of the relevant parties in both diagrams.
Merger Closing Conditions, page 26
12.We note that one condition to the Business Combination is the Restructuring having been
completed. Here or elsewhere in the Summary of the Proxy Statement, please clearly note
whether the Restructuring has already been completed. If it has not, please note if the
disclosure in the proxy statement reflects SBC's business and corporate structure as it
currently exists or as you anticipate it will exist following the Restructuring. If the
Restructuring has not yet occurred, please include risk factor disclosure regarding the
potential impacts on SBC's business if the terms of the Restructuring were to change.
Impact of the Business Combination on Pono's Public Float, page 29
13.We note that in the table of illustrative ownership levels, the Non-Redemption Agreement
Investors are shown to hold 339,565 shares. This appears to represent the portion of
the 1,200,000 Sponsor Shares which will be issued to the Non-Redemption Agreement
Investors pursuant to the Non-Redemption Agreements. However, on page 3 you note that
the Non-Redemption Agreement Investors own, in the aggregate, 998,682 shares of Pono
Class A common stock. Please clarify if the Non-Redemption Agreement Investors will
hold both their existing 998,682 shares and 339,565 of the Sponsor Shares.
Risk Factors, page 41
14.We note that the Post-Closing Board will be divided into three classes, with only one class
of directors being elected in each year. Please include risk factor disclosure regarding the
classified board.
The ability of Pono's stockholders to exercise redemption rights..., page 41
15.We note your disclosure that "if a larger number of shares are submitted for redemption
than Pono currently expects, Pono may need to seek to restructure the transaction to
reserve a greater portion of the cash in the Trust Account." Please expand on this risk
factor to discuss the Non-Redemption Agreements covering 998,682 shares of Pono
Class A common stock and the impact such Non-Redemption Agreements are expected to
have on your ability to satisfy the net tangible asset requirement under the Merger
Agreement.

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Deferred underwriting fees in connection with the IPO and payable at the consummation of an
initial business combination will not be..., page 44
16.We note your statement that "the amount of effective total underwriting commissions as a
percentage of the aggregate proceeds from the IPO will increase as the number of public
shares redeemed increases." Please expand on this disclosure to note the effective
underwriting fee on a percentage basis for shares at each redemption level presented in
your sensitivity analysis related to dilution.
Because Pono's Sponsor, officers and directors will lose their entire investment in Pono if the
Business Combination..., page 45
17.We note your statement that "As of June 30, 2023, Pono had no outstanding Sponsor
Working Capital Loans, and there will likely be insufficient funds to pay the Sponsor
Working Capital Loan if Pono does not complete a business combination." Please clarify
whether Pono expects to incur any Sponsor Working Capital Loans or address why there
could be insufficient funds to pay the Sponsor Working Capital Loan if Pono had no
outstanding Sponsor Working Capital Loans as of June 30, 2023.
Pono's warrant agreement designates the courts of the State of New York..., page 57
18.Please expand on this risk factor to discuss the risk that the exclusive forum provision may
impose additional costs on warrant holders in pursuing any such claims.
The Combined Entity may be a "controlled company" within the meaning..., page 59
19.We note your statement that "depending on the number of shares of common stock
redeemed by the Combined Entity’s public stockholders, the former SBC equity holders
may control a majority of the voting power of the Combined Entity’s outstanding common
stock, and New Pono may then be a “controlled company” within the meaning of
applicable rules of Nasdaq upon the Closing of the Business Combination." Please clarify
if and how the number the redemptions may impact whether the former SBC equity
holders control a majority of the voting power of the Combined Entity and revise to
identify the controlling stockholder and the stockholder's total voting power. In this
regard, we note your disclosure on page 239 that Yoshiyuki Aikaw currently beneficially
owns 100% of the shares of SBC common stock and your disclosure on page 11 that "the
SBC securityholders will own approximately 91.9% of the outstanding capital stock of the
Combined Entity."

20.To the extent you anticipate Dr. Aikawa will hold a majority of the voting interests in the
Combined Company, please add risk factor disclosure noting this fact and any associated
risks. For example, if true, please note that Dr. Aikawa will have the ability to exercise
significant influence over the Combined Company through the election of directors or the
approval of corporate actions requiring stockholder approval, that minority stockholders

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will have a limited ability to influence the corporate governance of the Combined
Company through voting rights and that Dr. Aikawa's ownership percentage could
discourage others from pursuing any potential acquisition of the Combined Company.
Additionally, please include prominent disclosure of Dr. Aikawa's anticipated ownership
interests in the Summary of the Proxy Statement section.
We may be subject to the Excise Tax included in the Inflation Reduction Act of 2022..., page 64
21.Describe, if applicable, the risk that if existing SPAC investors elect to redeem their
shares such that their redemptions would subject the SPAC to the stock buyback excise
tax, the remaining shareholders that did not elect to redeem may economically bear the
impact of the excise tax.
We have limited control with respect to the operations of our franchisees..., page 66
22.We note your disclosure that the Medical Corporations are independent business operators
and may disagree with your strategies regarding the business. You also disclose that you
do not exercise control over the day-to-day operations of their clinics, except to the extent
governed by your management services contracts. Please revise to discuss any ability of
the company’s management to override any decisions by the Medical Corporations. Please
also expand your disclosure of the material terms of your management services contracts,
including but not limited to, the terms and management fees.
Our reputation and the trading price of our common stock may be negatively affected by adverse
publicity..., page 68
23.We note your statements that "Our management team plans to conduct additional
procedures and actions to mitigate risks of the short seller allegations. However, we may
be constrained in the manner in which we can proceed against the relevant short sellers by
principles of freedom of speech, applicable state law or issues of commercial
confidentiality." Please expand on these statements to describe the short seller allega