Pono Capital Two, Inc announced that it has entered into convertible note purchase agreement with returning investor, SBC Medical Group Holdings Incorporated for a private placement of convertible notes for an aggregate principal amount of $2,700,000 on February 27, 2024. The Company issued and sold to Buyer a certain convertible promissory note at a purchase price $2,700,000 for a gross proceeds $2,700,000. The note is convertible into shares of Class A Common Stock.

The Amended Note provides for the conversion of 270,000 shares of Common Stock, subject to the terms and conditions of the Amended Note.