PONO CAPITAL TWO, INC. INDEX TO FINANCIAL STATEMENT Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of

TO FINANCIAL STATEMENT

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Stockholders and Board of Directors of

on the Financial Statement

have audited the accompanying balance sheet of Pono Capital Two, Inc. (the "Company") as of August 9, 2022 and the related

notes (collectively referred to as the "financial statement"). In our opinion, the financial statement presents fairly, in

all material respects, the financial position of the Company as of August 9, 2022 in conformity with accounting principles generally

accepted in the United States of America.

Paragraph - Going Concern

accompanying financial statement has been prepared assuming that the Company will continue as a going concern. As discussed in Note 1

to the financial statement, if the Company is unable to complete a business combination by May 9, 2023, then the Company will cease all

operations except for the purpose of liquidating. The date for mandatory liquidation and subsequent dissolution raises substantial doubt

about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described

in Note 1. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.

financial statement is the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial

statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)

("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws

and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statement is free of material misstatement, whether due to error or fraud. The Company

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit,

we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

audit included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error or

fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statement. Our audit also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe that our audit provides

a reasonable basis for our opinion.

have served as the Company's auditor since 2022.

accompanying notes are an integral part of this financial statement.

TO FINANCIAL STATEMENT

1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN

Capital Two, Inc. (the "Company") is a blank check company incorporated in Delaware on March 11, 2022. The Company was formed

for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business

combination with one or more businesses (a "Business Combination"). The Company is not limited to a particular industry or

geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and,

as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

of August 9, 2022, the Company had not commenced any operations. All activity for the period from March 11, 2022 (inception) through

August 9, 2022 relates to the Company's formation and initial public offering ("Initial Public Offering"). The Company

will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate

non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected

December 31 as its fiscal year end.

registration statement for the Company's Initial Public Offering was declared effective on August 4, 2022. On August 9,

2022, the Company consummated the Initial Public Offering of 11,500,000 units, (the "Units" and, with respect to the Class

A common stock included in the Units sold, the "Public Shares"), including 1,500,000 Units issued pursuant to the exercise

of the underwriters' over-allotment option in full, generating gross proceeds of $115,000,000, which is discussed in Note

with the closing of the Initial Public Offering, 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,

which is described in Note 4.

the closing of the Initial Public Offering on August 9, 2022, an amount of $117,875,000 ($10.25 per Unit) from the net proceeds of the

sale of the Units in the Initial Public Offering and the sale of the Placement Units was placed in a trust account (the "Trust

Account"), and will be invested only in U.S. government treasury obligations with maturities of 185 days or less or in money market

funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury

obligations, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust

Account, as described below.

costs related to the issuances described above amounted to $6,637,645, consisting of $1,955,000 of cash underwriting fees, $4,025,000

of deferred underwriting fees, $67,275 of costs related to Representative Shares and $590,370 of other offering costs.

In addition, at August 9, 2022, $951,342 of cash was held outside of the Trust Account and is available for working capital purposes.

Company's management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering

and the sale of the Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating

a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company

must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least

80% of the value of the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on income

earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete

a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target

or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company

under the Investment Company Act of 1940, as amended (the "Investment Company Act").

TO FINANCIAL STATEMENT

Company will provide its holders of Public Shares (the "Public Stockholders") with the opportunity to redeem all or a portion

of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve

the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of

a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will

be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.25 per Public

Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its

tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company's

warrants. The Public Shares subject to redemption will be recorded at redemption value and classified as temporary equity upon the completion

of the Initial Public Offering in accordance with the Financial Accounting Standards Board's ("FASB") Accounting

Standards Codification ("ASC") Topic 480, Distinguishing Liabilities from Equity ("ASC 480").

Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon consummation of such

Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If the Company seeks stockholder

approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the amended and restated certificate

of incorporation (the "Amended and Restated Certificate of Incorporation") provides that a Public Stockholder, together with

any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a "group" (as

defined under Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), will be restricted from

seeking redemption rights with respect to 15% or more of the Public Shares without the Company's prior written consent.

a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the

Company will offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission ("SEC"),

and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC

prior to completing a Business Combination.

Sponsor has agreed (a) to vote its Class B common stock, the common stock included in the Placement Units and the Public Shares

purchased in the Initial Public Offering in favor of a Business Combination, (b) not to propose an amendment to the Amended and Restated

Certificate of Incorporation with respect to the Company's pre-Business Combination activities prior to the consummation of a Business

Combination unless the Company provides dissenting Public Stockholders with the opportunity to redeem their Public Shares in conjunction

with any such amendment; (c) not to redeem any shares (including the Class B common stock) and Placement Units (including underlying

securities) into the right to receive cash from the Trust Account in connection with a stockholder vote to approve a Business Combination

(or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek stockholder approval

in connection therewith) or a vote to amend the provisions of the Amended and Restated Certificate of Incorporation relating to stockholders'