Sec Form 4 Filing - ZUU Co. Ltd. @ Pono Capital Two, Inc. - 2024-03-19

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ZUU Co. Ltd. 2. Issuer Name and Ticker or Trading Symbol Pono Capital Two, Inc. [ PTWO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 3-6-28 AOBADAI, MEGUROKU 3. Date of Earliest Transaction (MM/DD/YY) 03/19/2024 (Street) TOKYO, M0154-0042 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock 03/19/2024 P 31,106 A $ 12.5 1,431,111 I See footnote ( 2 ) Class A Common Stock 03/19/2024 P 429 A $ 12.5 1,431,540 ( 1 ) I See footnote ( 2 ) Class A Common Stock 03/20/2024 P 1,552 A $ 12.5 1,433,092 I See footnote ( 2 ) Class A Common Stock 03/21/2024 P 1,734 A $ 12.5 1,434,826 I See footnote ( 2 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Warrants to purchase Class A Common Stock $ 11.5 03/19/2024 P 429 ( 3 ) ( 4 ) Class A Common Stock 429 ( 1 ) 71,340 I See footnote ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ZUU Co. Ltd. 3-6-28 AOBADAI, MEGUROKU TOKYO, M0154-0042 X ZUU Funders Co. Ltd. 3-6-28 AOBADAI, MEGUROKU TOKYO, M0154-0042 X ZUU Target Fund for SBC Medical Group HD Investment Partnership 3-6-28 AOBADAI, MEGUROKU TOKYO, M0154-0042 X Tomita Kazumasa 3-6-28 AOBADAI, MEGUROKU TOKYO, M0154-0042 X Signatures Zuu Co. Ltd Name: /s/ Kazumasa Tomita Title: President 03/21/2024 Signature of Reporting Person Date ZUU Funders Co. Ltd Name: /s/ Kazumasa Tomita Title: President 03/21/2024 Signature of Reporting Person Date ZUU Target Fund for SBC Medical Group HD Investment Partnership Name: /s/ Kazumasa Tomita Title: President of Zuu Funders Co. Ltd its Operating Partner 03/21/2024 Signature of Reporting Person Date /s/ Kazumasa Tomita 03/21/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Persons acquired a total of 429 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. ( 2 )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. ( 3 )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. ( 4 )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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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