Pono Capital Two shareholders approve extension to Feb 2024; 9.6M shares redeemed leaving ~$20M in trust

On May 8, 2023, as described below under Item 5.07, the stockholders of the Company approved an amendment to the Company’s Third Amended and Restated Certificate of Incorporation (the “Charter”) to implement the Extension Proposal (as defined below) (the “Charter Amendment”). The Charter Amendment became effective on May 8, 2023 upon filing with the Secretary of State of the State of Delaware.

On May 4, 2023, the Company entered into an additional non-redemption agreement with an unaffiliated stockholder pursuant to which such stockholder agreed not to redeem 225,000 of their public shares in connection with the Extension Amendment

on May 3, 2023, Pono Capital Two, Inc. (the “Company” or “Pono”) entered into non-redemption agreements with certain unaffiliated stockholders owning, in the aggregate, 773,682 shares of the Company’s Class A common stock

Matter For Against Abstain Proposal 1 – The Extension Amendment Proposal - A proposal to amend (the “Extension Amendment”) the Company’s Third Amended and Restated Certificate of Incorporation (as amended, the “Charter”), to (i) extend the date by which Pono has to consummate a business combination from May 9, 2023 to February 9, 2024 (the “Extended Date”) and (ii) provide for the right of a holder of Class B common stock of the Company, par value $0.0001 per share (“Class B Common Stock”) to convert such shares into shares of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”) on a one-for-one basis prior to the closing of a business combination at the election of the holder. 12,147,718 722,941 0 Proposal 1 was approved by the Company’s stockholders.