SBC Medical Group Holdings Incorporated, a medical services healthcare company, announced signing of a definitive agreement to go public via a business combination with Pono Capital Two, Inc., a Nasdaq listed company. Ho

Medical Group Holdings Incorporated, a medical services healthcare company, announced signing of a definitive agreement to go public

via a business combination with Pono Capital Two, Inc., a Nasdaq listed company.

Hawaii and Tokyo, Japan, February 2, 2023, Pono Capital Two, Inc. (NASDAQ: PTWO, PTWOW and PTWOU), a special purpose acquisition company

("Pono"), has announced the execution of a definitive Agreement and Plan of Merger (the "Merger Agreement")

with SBC Medical Group Holdings Incorporated, a Delaware corporation ("SBC"). Pursuant to the Merger Agreement, it is intended

that SBC will merge with Pono Two Merger Sub, Inc., a wholly owned subsidiary of Pono, with SBC continuing as the surviving corporation

as a wholly owned subsidiary of Pono. Stockholders of SBC will receive shares of Class A Common Stock of Pono (the "Merger").

In connection with the Merger, it is expected that SBC will change its name to "SBC Medical Operations, Inc.," and that Pono

will then change its name to "SBC Medical Group Holdings Incorporated".

a condition to the closing of the merger, SBC will complete a restructuring of certain of its affiliates, such that they will become

subsidiaries of SBC. The discussion of the business of SBC as described below assumes that this restructuring has been completed, as

these subsidiaries are currently the entities undertaking such business operations.

and SBC believe that, if consummated, the Merger will promote the expansion of the SBC's business globally, as SBC will be better

positioned to become the global standard for medical services, marketing and cosmetic procedures.

transaction values SBC at $1.2 billion, which is expected to result in a combined pro forma equity value of approximately $1.36 billion,

assuming no redemptions in the Merger. The cash proceeds raised in the transaction, after any redemptions and payment of transaction

expenses, are currently anticipated to be used for opening new clinics, developing new product lines and for general company operating

boards of directors of SBC and Pono have unanimously approved the Merger Agreement and the proposed transactions. The closing of the

Merger and related transactions are subject to approval by Pono stockholders and SBC's stockholders, and are also subject to other

customary closing conditions. It is currently expected that the transaction will close in the fourth quarter of 2023 or the first quarter

of 2024, assuming such closing conditions are met.

its establishment, SBC Medical Group has sought to provide the best "medical care" for customers' problems, mainly

in the field of cosmetic medicine, not only in Japan but also overseas. Today, SBC provides not only cosmetic medicine, but also

high quality services through "medical corporations." SBC considers "medical care" in the broadest sense

of the word as a "service" because it wants to solve each person's problems and realize each person's

hopes through "medical care." SBC refers to its clients as "customers" rather than "patients"

because SBC provides "medical services" to people who are not medically ill.

makes our customers happy? How can we contribute to society? What makes our staff proud?

believes resolving all three of these questions

is the "realization of the three good things," which is what makes SBC Medical Group distinct and is its purpose.

aims to contribute not only to its customers

but also to society as a whole through the provision of medical services, and will continue to respond to the voices of its customers

with the utmost in medical services. SBC will continue to embody the evolution of medical x technology in order to pursue technology

for its customers, pursue further growth, and achieve globalization.

site: https://www.sbc-med.com/

Pono Capital Two, Inc.

is a special purpose acquisition company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock

purchase, reorganization or similar business combination with one or more businesses or entities. Pono's units started trading

on the Nasdaq Global Market on August 5, 2022 under the ticker symbol "PTWOU". The Class A common stock trades under the

symbol "PTWO" and the warrants under the symbol "PTWOW", respectively.

& Loeb LLP is acting as US legal counsel to Pono and Mori Hamada & Matsumoto is acting as Japanese legal counsel to Pono in the

transaction. Anthony L.G., PLLC is acting as US legal counsel to SBC in the transaction.

Information About the Proposed Merger and Where to Find It

press release relates to a proposed business combination transaction (the Merger) among the parties set forth above referred to above

and herein as the Merger. A full description of the terms of the Merger will be provided in a proxy statement of Pono with respect to

the solicitation of proxies for the special meeting of stockholders of Pono to vote on the Merger (the "Proxy Statement").

This communication is not intended to be, and is not, a substitute for the Proxy Statement or any other document Pono has filed or may

file with the Securities and Exchange Commission ("SEC") in connection with the proposed transactions. Each of SBC and Pono

urge its investors, stockholders and other interested persons to read, when available, the Proxy Statement as well as other documents

filed with the SEC because these documents will contain important information about SBC, Pono, and the Merger. A definitive proxy statement

will be mailed to stockholders of Pono as of a record date to be established for voting on the Merger. Before making any voting or investment

decision, investors, and stockholders of Pono are urged to carefully read the entire Proxy Statement, when it becomes available, and

any other relevant documents filed with the SEC, as well as any amendments or supplements to these documents, because they will contain

important information about the proposed Merger. Once available, Pono shareholders and other interested persons will also be able to

obtain a copy of the Proxy Statement, and other documents filed with the SEC, without charge, by directing a request to: Pono Capital

Two, Inc, 643 Ilalo St. #102, Honolulu, Hawaii 96813, (808) 892-6611 or on the SEC's website at www.sec.gov.

and Pono, and their respective directors and executive officers, may be deemed participants in the solicitation of proxies of Pono's

stockholders in respect of the proposed Merger. Information about the directors and executive officers of Pono and their ownership is

set forth in Pono's filings with the SEC, including its prospectus relating to its initial public offering, which was filed with

the SEC on August 8, 2022. Pono's stockholders and other interested persons may obtain more detailed information about the names

and interests of the directors and officers of SBC and Pono in the Merger will be set forth in Pono's filings with the SEC, including,

when filed with the SEC, the preliminary proxy statement and the amendments thereto, the definitive proxy statement, and other documents

filed with the SEC. These documents can be obtained free of charge from the sources specified above and at the SEC's web site at

press release does not contain all the information that should be considered concerning the Merger and is not intended to form the basis

of any investment decision or any other decision in respect of the Merger. Before making any voting or investment decision, investors

and security holders are urged to read the Proxy Statement and all other relevant documents filed or that will be filed with the SEC

in connection with the proposed Merger as they become available because they will contain important information about the proposed Merger.

Offer of Solicitation

press release will not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of

the Merger. This press release will also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will

there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to

registration or qualification under the securities laws of any such jurisdiction. No offering of securities will be made except by means

of a prospectus meeting the requirements of Section 10 of the Securities Act, as amended, or an exemption therefrom.

information in this press release contains certain "forward-looking statements" within the meaning of the "safe

harbor" provisions of the Private Securities Litigation Reform Act of 1995 with respect to the proposed Merger. These

forward-looking statements generally are identified by the words "believe," "project," "expect,"

"anticipate," "estimate," "intend," "strategy," "aim,"

"future," "opportunity," "plan," "may," "should," "will,"

"would," "will be," "will continue," "will likely result" and similar expressions,

but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions,

projections and other statements about future events that are based on current expectations and assumptions and, as a result, are

subject to risks and uncertainties. Actual results may differ from their expectations, estimates and projections and consequently,

you should not rely on these forward-looking statements as predictions of future events. Many factors could cause actual future

events to differ materially from the forward-looking statements in this press release, including but not limited to: (i) the risk

that the Merger may not be completed in a timely manner or at all, which may adversely affect the price of Pono's securities;

(ii) the failure to satisfy the conditions to the consummation of the Merger, including the approval of the merger agreement by the

stockholders of Pono; (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the

merger agreement; (iv) the outcome of any legal proceedings that may be instituted against any of the parties to the merger

agreement following the announcement of the entry into the merger agreement and proposed Merger; (v) redemptions exceeding

anticipated levels or the failure to meet The Nasdaq Capital Market's initial listing standards in connection with the

consummation of the proposed Merger; (vi) the effect of the announcement or pendency of the proposed Merger on SBC's business

relationships, operating results and business generally; (vii) risks that the proposed Merger disrupts the current plans of SBC;

(viii) changes in the markets in which SBC compete, including with respect to its competitive landscape, technology evolution or

regulatory changes; (ix) the risk that Pono and SBC will need to raise additional capital to execute its business plans, which may

not be available on acceptable terms or at all; (x) the ability of the parties to recognize the benefits of the merger agreement and

the Merger; (xi) the lack of useful financial information for an accurate estimate of future capital expenditures and future

revenue; (xii) statements regarding SBC's industry and market size; (xiii) financial condition and performance of SBC and

Pono, including the anticipated benefits, the implied enterprise value, the expected financial impacts of the Merger, potential

level of redemptions of Pono's public stockholders, the financial condition, liquidity, results of operations, the products,

the expected future performance and market opportunities of SBC; and (xiv) those factors discussed in Pono's filings with the