ZUU Target Fund for SBC Medical Group HD Investment Partnership Form 4 Pono Capital Two / Kazumasa Tomita ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/31/2024

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	05/31/2024		P		6	A	$13	1,459,169	I	See footnote(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants to purchase Class A Common Stock	$11.5	05/31/2024		P		6		(3)	(4)	Class A Common Stock	6	(1)	71,347(1)	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. The Reporting Persons acquired 6 units, each of which consists 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 4 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	06/04/2024
	ZUU Funders Co. Ltd. /s/ Kazumasa Tomita Name: Kazumasa Tomita Title: President	06/04/2024
	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	06/04/2024
	/s/ Kazumasa Tomita	06/04/2024
	** Signature of Reporting Person	Date
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