SBC Medical Group Holdings (SBC) Proxy Filing summary

Executive summary

• The proxy filing details a proposed merger between Pono Capital Two, Inc. and SBC Medical Group Holdings Incorporated, with Pono acquiring SBC via a reverse merger, resulting in SBC becoming a wholly-owned subsidiary and the combined entity being renamed SBC Medical Group Holdings Incorporated.

• The merger consideration is estimated at $1,064,066,356, paid in Pono common stock, with a per-share value of approximately $129.46, subject to post-closing adjustments based on working capital, indebtedness, and transaction expenses.

• Upon closing, Dr. Yoshiyuki Aikawa will control approximately 81.4% of the voting power, making the combined company a "controlled company" under Nasdaq rules.

• The transaction is structured to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code.

Voting matters and shareholder proposals

• Stockholders are asked to vote on: (1) the Business Combination Proposal, (2-4) Charter Amendment Proposals (name change, removal of SPAC provisions, restatement), (5) Director Election Proposal, (6) Incentive Plan Proposal, (7) Nasdaq Proposal for share issuance, and (8) Adjournment Proposal.

• Approval of the Business Combination and related proposals is required for the merger to proceed; the Adjournment Proposal is only presented if other proposals lack sufficient votes.

• Redemption rights are available to public stockholders, with a pro rata trust value of $10.92 per share as of the record date.

Board of directors and corporate governance

• The post-merger board will consist of five directors: three designated by SBC, one by Pono, and one mutually agreed upon, with a majority required to be independent under Nasdaq rules.

• The board will be classified into three staggered terms, and the company will qualify for certain Nasdaq governance exemptions as a controlled company.