Pono Capital Two enters $1.2B merger with SBC Medical Group Holdings

SBC Medical Group Holdings Inc

Merger consideration of $1.2B, subject to net working capital and debt adjustments.
Restructuring of SBC Japan and affiliated entities required before closing.
Lock-up on shares; 1/3 released at each of $13, $15, $17 stock price thresholds.
Closing conditions include stockholder approvals, SEC review, and Nasdaq listing.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

SBC Medical Group Holdings Inc entered into Merger Agreement with Pono Capital Two, Inc. valued at $1,200,000,000 (effective 2023-01-31).

Action: entry
Agreement: merger
Counterparty: Pono Capital Two, Inc.
Value: $1,200,000,000
Effective: 2023-01-31

Exact text from the filing

on January 31, 2023, Pono Capital Two, Inc., a Delaware corporation (“ Pono ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”), by and among Pono, Pono Two Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Pono (“ Merger Sub ”), SBC Medical Group Holdings Incorporated, a Delaware corporation (“ SBC ”), Mehana Capital, LLC, in its capacity as Purchaser Representative, and Dr. Yoshiyuki Aikawa, in his capacity as Seller Representative.

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SBC Medical Group Holdings Inc filing history →

Source: SEC EDGAR

accession 0001493152-23-003426

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