4//SEC Filing
ZUU Co. Ltd. 4
Accession 0001140361-24-033341
CIK 0001930313other
Filed
Jul 15, 8:00 PM ET
Accepted
Jul 16, 9:00 PM ET
Size
20.1 KB
Accession
0001140361-24-033341
Insider Transaction Report
Form 4
ZUU Co. Ltd.
10% Owner
Transactions
- Purchase
Class A Common Stock
2024-07-15$13.00/sh+1,863$24,219→ 1,469,181 total(indirect: See footnote) - Purchase
Warrants to purchase Class A Common Stock
2024-07-12+200→ 71,552 total(indirect: See footnote)Exercise: $11.50→ Class A Common Stock (200 underlying) - Purchase
Warrants to purchase Class A Common Stock
2024-07-15+2,479→ 74,031 total(indirect: See footnote)Exercise: $11.50→ Class A Common Stock (2,479 underlying) - Purchase
Class A Common Stock
2024-07-12$13.00/sh+200$2,600→ 1,467,318 total(indirect: See footnote) - Purchase
Class A Common Stock
2024-07-12$13.00/sh+3$39→ 1,467,118 total(indirect: See footnote) - Purchase
Class A Common Stock
2024-07-15$13.00/sh+2,479$32,227→ 1,471,660 total(indirect: See footnote)
ZUU Funders Co. Ltd.
10% Owner
Transactions
- Purchase
Class A Common Stock
2024-07-12$13.00/sh+200$2,600→ 1,467,318 total(indirect: See footnote) - Purchase
Class A Common Stock
2024-07-15$13.00/sh+2,479$32,227→ 1,471,660 total(indirect: See footnote) - Purchase
Warrants to purchase Class A Common Stock
2024-07-15+2,479→ 74,031 total(indirect: See footnote)Exercise: $11.50→ Class A Common Stock (2,479 underlying) - Purchase
Class A Common Stock
2024-07-15$13.00/sh+1,863$24,219→ 1,469,181 total(indirect: See footnote) - Purchase
Class A Common Stock
2024-07-12$13.00/sh+3$39→ 1,467,118 total(indirect: See footnote) - Purchase
Warrants to purchase Class A Common Stock
2024-07-12+200→ 71,552 total(indirect: See footnote)Exercise: $11.50→ Class A Common Stock (200 underlying)
Tomita Kazumasa
10% Owner
Transactions
- Purchase
Class A Common Stock
2024-07-15$13.00/sh+2,479$32,227→ 1,471,660 total(indirect: See footnote) - Purchase
Class A Common Stock
2024-07-12$13.00/sh+3$39→ 1,467,118 total(indirect: See footnote) - Purchase
Class A Common Stock
2024-07-12$13.00/sh+200$2,600→ 1,467,318 total(indirect: See footnote) - Purchase
Class A Common Stock
2024-07-15$13.00/sh+1,863$24,219→ 1,469,181 total(indirect: See footnote) - Purchase
Warrants to purchase Class A Common Stock
2024-07-12+200→ 71,552 total(indirect: See footnote)Exercise: $11.50→ Class A Common Stock (200 underlying) - Purchase
Warrants to purchase Class A Common Stock
2024-07-15+2,479→ 74,031 total(indirect: See footnote)Exercise: $11.50→ Class A Common Stock (2,479 underlying)
Transactions
- Purchase
Class A Common Stock
2024-07-12$13.00/sh+3$39→ 1,467,118 total(indirect: See footnote) - Purchase
Class A Common Stock
2024-07-12$13.00/sh+200$2,600→ 1,467,318 total(indirect: See footnote) - Purchase
Class A Common Stock
2024-07-15$13.00/sh+1,863$24,219→ 1,469,181 total(indirect: See footnote) - Purchase
Class A Common Stock
2024-07-15$13.00/sh+2,479$32,227→ 1,471,660 total(indirect: See footnote) - Purchase
Warrants to purchase Class A Common Stock
2024-07-12+200→ 71,552 total(indirect: See footnote)Exercise: $11.50→ Class A Common Stock (200 underlying) - Purchase
Warrants to purchase Class A Common Stock
2024-07-15+2,479→ 74,031 total(indirect: See footnote)Exercise: $11.50→ Class A Common Stock (2,479 underlying)
Footnotes (4)
- [F1]The Reporting Persons acquired a total of 2,679 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.
- [F2]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.
- [F3]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.
- [F4]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.
Documents
Issuer
Pono Capital Two, Inc.
CIK 0001930313
Entity typeother
IncorporatedJapan
Related Parties
1- filerCIK 0002010776
Filing Metadata
- Form type
- 4
- Filed
- Jul 15, 8:00 PM ET
- Accepted
- Jul 16, 9:00 PM ET
- Size
- 20.1 KB