Amendment No. 1 to Agreement and Plan of Merger, dated April 26, 2023, by and among Pono, Merger Sub, SBC, the Purchaser Representative, and the Seller Representative

Exhibit 2.2

FIRST AMENDMENT AND ADDENDUM TO THE

AGREEMENT AND PLAN OF MERGER

Dated as of April 26, 2023

This First Amendment and Addendum to the Agreement and Plan of Merger (this “Amendment”) is made and entered into as of the date first set forth above (the “Amendment Date”) by and among (i) Pono Capital Two, Inc., a company incorporated in Delaware (together with its successors, the “Purchaser”), (ii) Pono Two Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), (iii) Mehana Capital LLC, a Delaware limited liability company, in the capacity as the representative from and after the Effective Time (as defined below) for the stockholders of the Purchaser (other than the Company Security Holders (as defined below) as of immediately prior to the Effective Time and their successors and assignees) in accordance with the terms and conditions of this Agreement (the “Purchaser Representative”), (iv) Yoshiyuki Aikawa, in the capacity as the representative from and after the Effective Time for the Company Security Holders (as defined below) as of immediately prior to the Effective Time in accordance with the terms and conditions of this Agreement (the “Seller Representative”), and (v) SBC Medical Group Holdings Incorporated, a Delaware corporation (the “Company”). The Purchaser, Merger Sub, the Purchaser Representative, the Seller Representative and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.”

WHEREAS the Parties are all of the Parties to that certain Agreement and Plan of Merger dated as of January 31, 2023 (as may be amended, modified or supplemented from time to time, the “Merger Agreement”); and

WHEREAS, the Parties now desire to amend and addend the Merger Agreement to (i) revise the timing of the issuance of the Sponsor Shares to the Sponsor or its designees, (ii) revise the timing of the Confirmation Period for diligence, (iii) revise certain obligations of the Company and the Purchaser regarding payment of certain extension expenses, and (iv) include certain provisions regarding an investment by an Affiliate of the Company in the equity of Mehana Capital LLC;

NOW THEREFORE, in consideration of the mutual agreements contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:

Sponsor Issuance. The Company and Purchaser agree that the Purchaser shall issue to the Sponsor One Million Two Hundred Thousand (1,200,000) shares of the Purchaser Class A Common Stock for no additional consideration (the “Sponsor Shares”). The Sponsor Shares shall be issued on the date that is the earlier of (a) the six (6) month anniversary of the Closing or (b) the expiration of the “Founder Shares Lock-up Period” (as defined in the Insider Letter), provided, however, that the Sponsor in its sole discretion may direct the Purchaser to issue all or a portion of the Sponsor Shares on such earlier or later date as it shall determine (which date shall not be earlier than the Closing). The Sponsor Shares shall be fully registered on the date of such grant except that, in the event that any portion of the Sponsor Shares are issued at the Closing, the Purchaser shall register such shares promptly thereafter in accordance with the terms of the Registration Rights Agreement.

By May 31, 2023 (the period between the Agreement Date and such date, the “Confirmation Period”), the Purchaser shall complete its due diligence review of the Company and the Target Companies and the Medical Corporations.

Fees and Expenses. The Expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Surviving Corporation after the Closing; provided, however, that subject to Section 9.01 and Section 5.19, in the event the Closing does not occur, Expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such expenses, except, as set forth in the final sentence of Section 5.09(a), any filing fees (or similar fees) with respect to applicable Consents of Governmental Authorities shall be paid by the Purchaser. The Parties acknowledge and agree that any Extension Expenses shall be paid by the Purchaser. As used in this Agreement, “Expenses” shall include all out-of-pocket expenses (including all fees and expenses of counsel, accountants, investment bankers, financial advisors, financing sources, experts and consultants to a Party hereto or any of its Affiliates) incurred by a Party or on its behalf in connection with or related to the authorization, preparation, negotiation, execution or performance of this Agreement or any Ancillary Document related hereto and all other matters related to the consummation of this Agreement.

[Signature Pages Follow]

IN WITNESS WHEREOF, each of the Parties has caused this Amendment to be duly executed on its behalf as of the Amendment Date.

[Signature Page to First Amendment and Addendum to Agreement and Plan of Merger]