4//SEC Filing
ZUU Co. Ltd. 4
Accession 0001140361-24-033659
CIK 0001930313other
Filed
Jul 18, 8:00 PM ET
Accepted
Jul 19, 9:00 PM ET
Size
13.9 KB
Accession
0001140361-24-033659
Insider Transaction Report
Form 4
Transactions
- Purchase
Class A Common Stock
2024-07-19$13.00/sh+2$26→ 1,477,066 total(indirect: See footnote) - Purchase
Class A Common Stock
2024-07-17$13.00/sh+5,404$70,252→ 1,477,064 total(indirect: See footnote)
Holdings
- 74,031(indirect: See footnote)
Warrants to purchase Class A Common Stock
Exercise: $11.50→ Class A Common Stock (74,031 underlying)
ZUU Funders Co. Ltd.
10% Owner
Transactions
- Purchase
Class A Common Stock
2024-07-17$13.00/sh+5,404$70,252→ 1,477,064 total(indirect: See footnote) - Purchase
Class A Common Stock
2024-07-19$13.00/sh+2$26→ 1,477,066 total(indirect: See footnote)
Holdings
- 74,031(indirect: See footnote)
Warrants to purchase Class A Common Stock
Exercise: $11.50→ Class A Common Stock (74,031 underlying)
Tomita Kazumasa
10% Owner
Transactions
- Purchase
Class A Common Stock
2024-07-17$13.00/sh+5,404$70,252→ 1,477,064 total(indirect: See footnote) - Purchase
Class A Common Stock
2024-07-19$13.00/sh+2$26→ 1,477,066 total(indirect: See footnote)
Holdings
- 74,031(indirect: See footnote)
Warrants to purchase Class A Common Stock
Exercise: $11.50→ Class A Common Stock (74,031 underlying)
ZUU Co. Ltd.
10% Owner
Transactions
- Purchase
Class A Common Stock
2024-07-17$13.00/sh+5,404$70,252→ 1,477,064 total(indirect: See footnote) - Purchase
Class A Common Stock
2024-07-19$13.00/sh+2$26→ 1,477,066 total(indirect: See footnote)
Holdings
- 74,031(indirect: See footnote)
Warrants to purchase Class A Common Stock
Exercise: $11.50→ Class A Common Stock (74,031 underlying)
Footnotes (4)
- [F1]The Reporting Persons may be deemed to own a total of 74,031 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 18, 8:00 PM ET
- Accepted
- Jul 19, 9:00 PM ET
- Size
- 13.9 KB