PTWO SEC filings, in plain English
Everything Pono Capital Two, Inc. has filed with the SEC that we hold — 40 filings, newest first, 5 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
The feed
live EDGAR captureNew filings appear here within minutes of hitting EDGAR; summaries follow once the pipeline has read them.
What changed: SBC Medical Group Holdings (formerly PTWO) filed its 10-Q for Q2 2026, reporting $184.3M cash, $92.2M revenue (up 1.7% YoY for six months), and $22.0M net income attributable to the company. The VIE (AMM) was deconsolidated on June 10, 2026, after the CEO/controlling shareholder repaid $5.2M owed by AMM, resulting in a $3.6M deemed contribution. Why it matters: This is a routine post-deal quarterly report for a closed SPAC, with no redemption deadlines, trust value, or extension matters at issue. The deconsolidation of the VIE and the CEO's subrogation payment are notable but do not materially affect the company's financial position or SPAC-related investor considerations.
combination deadlinenothing moved · 1 with no prior record of ours
- Combination deadline
- not previously extracted2026-12-25
The clause …“its option to extend the maturity date of these bonds from June 30, 2026 to December 25, 2026, in accordance with the original terms. Consequently, the period for exercising the conversion rights was also extended to December 7, 2026.”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: SBC Medical reported Q2 2026 revenue of $49M (+13% YoY) and net income attributable to SBC Medical of $11M (+335% YoY), with Adjusted EBITDA of $20M (+32% YoY). The company holds $184M in cash and cash equivalents as of June 30, 2026. Why it matters: The post-de-SPAC entity is demonstrating accelerating profitability and revenue growth following 2025 restructuring, with 287 clinic locations and management citing AI-enabled service enhancements driving fee increases expected to add ~$15M annually.
What changed: SBC Medical Group Holdings, the Pono Capital Two successor, told Nasdaq on July 8, 2026 that as of that day's annual meeting it would cease to comply with the independent director and audit committee requirements of Listing Rule 5605, because Mike Sayama did not seek re-election. On July 10, 2026 Nasdaq confirmed the breach and granted a cure period under Rules 5605(b)(1)(A) and 5605(c)(4) to the earlier of the next annual meeting or July 9, 2027, or to January 5, 2027 if that meeting comes first. A majority-independent board and a three-member independent audit committee are required. Why it matters: This is a governance deficiency rather than a price or filing failure, and the cure is straightforward — appoint a qualified independent director — but the clock is real and the audit committee cannot function with fewer than three independent members under the heightened standards. For former PTWO holders the risk is not immediate delisting but the loss of a functioning audit committee during the gap, which affects the credibility of the financial reporting it oversees.
What changed: SBC Medical Group Holdings Incorporated, the successor to Pono Capital Two, called its 2026 annual meeting for 9:00 a.m. Japan Standard Time on July 9, 2026, which is 8:00 p.m. Eastern Time on July 8, 2026, held virtually, record date May 20, 2026 Eastern Time. There were 102,576,943 shares of common stock outstanding and entitled to vote after deducting 270,000 shares held by a wholly-owned subsidiary, and common stock is the only class of voting stock. An Amended and Restated Charter is attached as Annex B in redline form. Why it matters: A single class of 102.6 million voting shares with no dual-class or preferred overhang is an unusually clean capital structure for a de-SPAC successor - each share carries equal weight and no founder block controls the outcome. The charter amendment attached in redline is where the substance lies, since charter changes alter the rights attached to those shares. Scheduling the meeting in Japan Standard Time reflects where the operating business and much of the holder base sit.
combination deadline, going-concern doubtnothing moved · 2 with no prior record of ours
- Combination deadline
- 2024-11-09 · unchanged
- Going-concern doubt
- stated · unchanged
The clause …“the Company had to consummate a business combination from February 9, 2024 to November 9, 2024. The Company estimated the aggregate fair value of the 339,565 Sponsor Shares attributable to the Non-Redeeming Stockholders to be $709,691”…
The clause …“principles except for an explanatory paragraph in such report regarding substantial doubt about Pono’s ability to continue as a going concern. During the period from March 11, 2022 (date of inception) through December 31, 2023,”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: SBC Medical Group Holdings Incorporated filed a preliminary proxy, subject to completion and dated May 15, 2026, for its 2026 annual meeting of stockholders, held virtually by live webcast at 9:00 a.m. Japan Standard Time on July 9, 2026, which the document also gives as 8:00 p.m. Eastern Time on Wednesday, July 8, 2026. Holders elect four directors, ratify MaloneBailey, LLP as auditor for the fiscal year ending December 31, 2026, and vote on proposals to amend and restate the Fifth Amended and Restated Certificate of Incorporation. Why it matters: The meeting straddles the date line and the proxy states both sides of it, so any calendar storing one date without its timezone shows the meeting on the wrong day for half its readers. The record date is the close of business Eastern Time on May 20, 2026. The charter amendments are put as several separate proposals rather than one, letting holders accept some and reject others. The board recommends FOR all nominees, FOR the auditor and FOR each charter proposal, and materials are furnished primarily over the internet.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.