Failure to Satisfy Listing Rule - Form 8-K

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On May 6, 2024, Pono Capital Two, Inc., a Delaware corporation (the "Company") received a written notice from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market ("Nasdaq") stating that the Company's listed securities failed to maintain a minimum Market Value of Publicly Held Shares ("MVPHS") of $15,000,000 which is a requirement for continued listing on The Nasdaq Global Market in accordance with Nasdaq Listing Rule 5450(b)(2)(C) (the "MVPHS Requirement") based upon the Company's MVPHS for the 34 consecutive business days prior to the date of the notice.

The notice has no immediate effect on the listing of the Company's securities on Nasdaq. In accordance with the Nasdaq listing rules, the Company has been provided 180 calendar days, or until November 4, 2024, to regain compliance. To regain compliance, the Company must maintain a minimum MVPHS of $15,000,000 for a period of ten (10) consecutive days.

Additionally, on May 7, 2024, the Company received a separate written notice from Nasdaq stating that the Company no longer complies with Nasdaq's continued listing rules on The Nasdaq Global Market due to the Company not having maintained a minimum of 400 total holders for continued listing, as required pursuant to Nasdaq Listing Rule 5450(a)(2) (the "Total Holders Requirement"). The notice has no immediate effect on the listing of the Company's securities on Nasdaq. In accordance with the Nasdaq listing rules, the Company has 45 calendar days to submit a plan to regain compliance and, if Nasdaq accepts the plan, Nasdaq can grant the Company an extension of up to 180 calendar days from the date of the letter to evidence compliance. The Company plans to submit a compliance plan within the specified period.

As previously disclosed, on April 2, 2024, the Company received a written notice from the staff of Nasdaq indicating that the Company was not in compliance with Listing Rule 5450(b)(2)(B), which requires the Company to have at least 1,100,000 publicly held shares for continued listing on The Nasdaq Global Market (the "Minimum Public Shares Requirement"). The notice states that the Company has until May 17, 2024 to submit a plan to regain compliance with the Minimum Public Shares Requirement. The Company plans to submit a compliance plan within the specified period.

The Company is currently evaluating various courses of action to regain compliance with the Nasdaq listing requirements referenced above. There can be no assurance that the Company will be able to regain compliance with the MVPHS Requirement, the Total Holders Requirement, and Minimum Public Shares Requirement, or maintain compliance with the other Nasdaq continued listing requirements.