What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2025-03-28 compared with 2024-03-19 · 31 added, 25 removed, 1 unchanged (98% of the section changed)

for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

units began to trade on The Nasdaq Global Market, or Nasdaq, under the symbol “PTWOU” on or about August 5, 2022, and the

shares of Class A common stock and warrants began separate trading on Nasdaq under the symbols “PTWO” and “PTWOW,”

respectively, on or about September 26, 2022.

of March 18, 2024, there were 5,216,290 shares of the registrant’s Class A common stock issued and outstanding held by approximately

five stockholders of record, and 1 share of the registrant’s Class B common stock issued and outstanding held by approximately

one stockholder of record.

The number of record holders was determined from the records of our transfer agent and does not include beneficial

owners of shares of common stock whose shares are held in the names of various security brokers, dealers, and registered clearing agencies.

have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of an initial

business combination.

The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements

and general financial condition subsequent to completion of a business combination.

The payment of any dividends subsequent to a business

combination will be within the discretion of our board of directors at such time.

It is the present intention of our board of directors

to retain all earnings, if any, for use in our business operations and, accordingly, our board of directors does not anticipate declaring

any dividends in the foreseeable future.

In addition, our board of directors is not currently contemplating and does not anticipate declaring

any share dividends in the foreseeable future.

Further, if we incur any indebtedness, our ability to declare dividends may be limited

by restrictive covenants we may agree to in connection therewith.

Authorized for Issuance Under Equity Compensation Plans

Sales of Unregistered Securities

were no unregistered securities to report which have not been previously included in a Quarterly Report on Form 10-Q or a Current Report

of Equity Securities by the Issuer and Affiliated Purchasers

common stock began trading on the Nasdaq Global Market under the symbol “SBC” and our warrants began trading on the Nasdaq

Capital Market under the symbol “SBCWW” on September 18, 2024.

On March 21, 2025, the closing price of our common stock was

$3.74 per share and the closing price of our warrants was $0.201.

As of February 28, 2025, we had approximately

34 holders of record of our common stock, with 103,881,251 shares issued (including 270,000 shares of treasury stock) and 103,611,251

shares outstanding.

We also had two holders of record of our Public Warrants, consisting of 11,500,000 Public Warrants originally issued

in Legacy Pono’s IPO and 634,375 Private Placement Warrants held by the Sponsor, with total of 12,134,375 warrants issued and outstanding.

The number of record holders does not include beneficial owners of common stock or warrants whose shares are held in the names of banks,

brokers, nominees, or other fiduciaries.

have not paid any cash dividends on our common stock and do not currently anticipate paying cash dividends in the foreseeable future.

The agreements into which we may enter in the future, including indebtedness, may impose limitations on our ability to pay dividends

or make other distributions on our capital stock.

Payment of future dividends on our common stock, if any, will be at the discretion

of our board of directors and will depend on, among other things, our results of operations, cash requirements and surplus, financial

condition, contractual restrictions and other factors that our board of directors may deem relevant.

We intend to retain future earnings,

if any, for reinvestment in the development and expansion of our business.

Agent and Registrar

Company’s transfer agent and registrar for our Common Stock and Public Warrants is Continental Stock Transfer & Trust Company

located at 1 State Street, New York, NY 10004 and their telephone is (212) 509-4000.

Stock Issuances

Simultaneously

with the closing of the Company’s Initial Public Offering on August 9, 2022, the Company consummated the sale of 634,375 units

(the “Placement Units”) at a price of $10.00 per Placement Unit in a private placement to Mehana Capital LLC (the “Sponsor”),

including 63,000 Placement Units issued pursuant to the exercise of the underwriters’ over-allotment option in full, generating

gross proceeds of $6,343,750.

Performance Graph

a “smaller reporting company” as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), the Company is not required to provide the information required under this Item.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity