ZUU Target Fund for SBC Medical Group HD Investment Partnership Form 3 Pono Capital Two / Kazumasa Tomita ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

ZUU Co. Ltd.

(Last) (First) (Middle)

3-6-28 AOBADAI, MEGUROKU

(Street)

TOKYO M0 154-0042

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/26/2024

3. Issuer Name and Ticker or Trading Symbol
Pono Capital Two, Inc. [ PTWO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	1,339,014(1)	I	See footnote(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants to purchase Class A Common Stock	(3)	(4)	Class A Common Stock	60,701(1)	11.5	I	See footnote(2)

1. Name and Address of Reporting Person^*

ZUU Co. Ltd.

(Last) (First) (Middle)

3-6-28 AOBADAI, MEGUROKU

(Street)

TOKYO M0 154-0042

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ZUU Funders Co. Ltd.

(Last) (First) (Middle)

3-6-28 AOBADAI, MEGUROKU

(Street)

TOKYO M0 154-0042

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ZUU Target Fund for SBC Medical Group HD Investment Partnership

(Last) (First) (Middle)

3-6-28 AOBADAI, MEGUROKU

(Street)

TOKYO M0 154-0042

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Tomita Kazumasa

(Last) (First) (Middle)

3-6-28 AOBADAI, MEGUROKU

(Street)

TOKYO M0 154-0042

(City) (State) (Zip)

Explanation of Responses:

1. Includes 60,701 units, with each unit consisting of one share of Class A Common Stock and one redeemable warrant, and each warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share.

2. The reported securities are held directly by ZUU Funders Co. Ltd. ("Funders") and may be deemed to be held indirectly by ZUU Target Fund for SBC Medical Group HD Investment Partnership (the "Fund"), ZUU Co. Ltd. ("ZUU"), and Kazumasa Tomita ("Mr. Tomita" and, together with Funders, the Fund, and ZUU, the "Reporting Persons"). Funders is the operating partner of the Fund and a wholly-owned subsidiary of ZUU. ZUU is majority owned and controlled by Mr. Tomita. The filing of this Form 3 shall not be construed as an admission that the Reporting Persons are or were for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owners of any of the securities of the issuer reported herein. Pursuant to Rule 16a-1, the Reporting Persons disclaim such beneficial ownership, except to the extent of their pecuniary interest.

3. The warrants become exercisable on the later of (i) 30 days after the completion of the issuer's initial business combination and (ii) 12 months from the effective date of the registration statement on Form S-1 (File No. 333-265571) for registrant's initial public offering.

4. The warrants expire five years after the completion of the issuer's initial business combination or earlier upon redemption or liquidation, as described in the issuer's prospectus filed with the U.S. Securities and Exchange Commission.

	Zuu Co. Ltd. /s/ Kazumasa Tomita Name: Kazumasa Tomita Title: President	02/06/2024
	ZUU Funders Co. Ltd. /s/ Kazumasa Tomita Name: Kazumasa Tomita Title: President	02/06/2024
	ZUU Target Fund for SBC Medical Group HD Investment Partnership /s/ Kazumasa Tomita Name: Kazumasa Tomita Title: President of Zuu Funders Co. Ltd., its Operating Partner	02/06/2024
	/s/ Kazumasa Tomita	02/06/2024
	** Signature of Reporting Person	Date
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