SEC Comment Letter 0000000000-24-008981 to SBC Medical Group Holdings Inc (SBC, SBCWW) (CIK 0001930313) (SBC)
SBC Medical Group Holdings Inc (SBC, SBCWW) (CIK 0001930313)
Date: Aug. 6, 2024 · CIK: 0001930313 · Accession: 0000000000-24-008981
AI Filing Summary & Sentiment
File numbers found in text: 001-41462
Letter
August 6, 2024 Darryl Nakamoto Chief Executive Officer Pono Capital Two, Inc. 643 Ilalo St. #102 Honolulu, Hawaii 96813 Re:Pono Capital Two, Inc. Revised Preliminary Proxy Statement on Schedule 14A Filed August 1, 2024 File No. 001-41462 Dear Darryl Nakamoto: We have reviewed your filing and have the following comment. 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. Revised Preliminary Proxy Statement on Schedule 14A filed August 1, 2024 Unaudited Pro Forma Condensed Combined and Consolidated Financial Information, page 99 1.We note your response to prior comment 5 and the addition of footnotes I and CC. Based on the disclosure, it appears Rule 11-02(a)(6) requires adjustment on the face of the pro forma financial statements for the accounting for the transaction, with the assumptions clearly explained in the footnote. Please revise accordingly. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Al Pavot at 202-551-3738 or Terence O'Brien at 202-551-3355 if you have questions regarding comments on the financial statements and related matters. Please contact Conlon Danberg at 202-551-4466 or Lauren Nguyen at 202-551-3642 with any other questions.
August 6, 2024 Page 2 Sincerely, Division of Corporation Finance Office of Industrial Applications and Services cc:Alexandria E. Kane, Esq.
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August 6, 2024
Darryl Nakamoto
Chief Executive Officer
Pono Capital Two, Inc.
643 Ilalo St. #102
Honolulu, Hawaii 96813
Re:Pono Capital Two, Inc.
Revised Preliminary Proxy Statement on Schedule 14A
Filed August 1, 2024
File No. 001-41462
Dear Darryl Nakamoto:
We have reviewed your filing and have the following comment.
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.
Revised Preliminary Proxy Statement on Schedule 14A filed August 1, 2024
Unaudited Pro Forma Condensed Combined and Consolidated Financial Information, page 99
1.We note your response to prior comment 5 and the addition of footnotes I and CC. Based
on the disclosure, it appears Rule 11-02(a)(6) requires adjustment on the face of the pro
forma financial statements for the accounting for the transaction, with the assumptions
clearly explained in the footnote. Please revise accordingly.
We remind you that the company and its management are responsible for the accuracy and
adequacy of their disclosures, notwithstanding any review, comments, action or absence of action
by the staff.
Please contact Al Pavot at 202-551-3738 or Terence O'Brien at 202-551-3355 if you have
questions regarding comments on the financial statements and related matters. Please contact
Conlon Danberg at 202-551-4466 or Lauren Nguyen at 202-551-3642 with any other questions.
August 6, 2024
Page 2
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Alexandria E. Kane, Esq.