Pono Capital Two (PTWO) Cuts Valuation in Re-Strike for SBC Medical Group

Pono Capital Two (NASDAQ:PTWO) announced in an 8-K this morning that it has dropped its valuation in its combination with SBC Medical Group to $1 billion from $1.2 billion.

The wording of the filing does not provide a clear causality for the change, but both versions provided for up to $3 million in equity compensation being removed based on the company’s net working capital at close.

Some things have changed on the SPAC side however, as the two parties announced their deal in February 2023 and the SPAC experienced 83.3% redemptions at a May extension vote. This leaves it with about $20 million in trust.

The combination does not include a minimum cash condition, but conversations with investors may have set the ground for concessions on the sellers’ side. Tokyo-based SBC Medical operates a diversified medical group that includes clinics for cosmetic beauty procedures in both Japan and the US. The company boasted revenue of about JPY 1 billion ($6.8 million) in 2022.

The group noted at announcement that its network operates out of one hospital and 25 clinics of varying types ranging from cosmetic dermatology and dentistry to orthopedics, gynecology and infertility treatments. Two of these clinics operate overseas and the total group has about 5,267 employees across its nine subsidiaries.

It has specialized in eyelid surgeries with prices ranging from $1,900 to $3,700, or $2,800 on average according to its US websites.