Current Report Filing (8-k)
05 Oktober 2021 - 9:58PM
Edgar (US Regulatory)
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2021-10-05
2021-10-05
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2021-10-05
2021-10-05
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2021-10-05
2021-10-05
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PONO:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockAtExercisePriceOf11.50PerShareMember
2021-10-05
2021-10-05
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): October 5, 2021
Pono
Capital Corp.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction of incorporation)
001-40734
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86-2049355
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(Commission
File Number)
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(IRS
Employer Identification No.)
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643
Ilalo Street
Honolulu,
Hawaii 96813
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code (808) 892-6611
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class
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Trading
Symbol(s)
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Name
of Each Exchange on Which Registered
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Units,
each consisting of one share of Class A Common Stock, and three-quarters of one Redeemable Warrant.
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PONOU
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The
Nasdaq Stock Market LLC
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Class
A Common Stock, $0.000001 par value per share
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PONO
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The
Nasdaq Stock Market LLC
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Redeemable
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
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PONOW
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The
Nasdaq Stock Market LLC
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
As
previously reported, on August 13, 2021, Pono Capital Corp. (the “Company”) completed its initial public offering (the “Offering”)
of 10,000,000 units (“Units”). Each Unit consists of one share of Class A common stock, par value $0.000001 per share (“Class
A Common Stock”), and three-quarters of one redeemable warrant (“Warrant”), each whole Warrant entitling the holder
thereof to purchase one share of Class A Common Stock at an exercise price of $11.50 per share, subject to adjustment, pursuant to the
Company’s registration statement on Form S-1 (File No. 333-257150). The Units were sold at an offering price of $10.00 per Unit,
generating gross proceeds of $100,000,000.
Subsequently,
on August 18, 2021, the underwriters exercised the over-allotment option in full and the closing of the issuance and sale of the additional
Units occurred (the “Overallotment Option Units”). The total aggregate issuance by the Company of 1,500,000 units at a price
of $10.00 per unit resulted in total gross proceeds of $15,000,000. On August 18, 2021, simultaneously with the sale of the Overallotment
Option Units, the Company consummated the private sale of an additional 52,500 Placement Units, generating gross proceeds of $525,000.
The Placement Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve
a public offering.
On
October 5, 2021, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K,
announcing that the holders of the Units may elect to separately trade the shares of Class A Common Stock, and the Warrants comprising
the Units commencing on October 8, 2021. Those Units not separated will continue to trade on The Nasdaq Capital Market under the symbol
“PONOU,” and the Class A Common Stock, and Warrants that are separated will trade on The Nasdaq Capital Market under the
symbols “PONO” and “PONOW,” respectively. Holders of Units will need to instruct their brokers to contact Continental
Stock Transfer & Trust Company, the Company’s transfer agent, to separate their Units into shares of Class A Common Stock and
Warrants.
Item
9.01.
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Financial
Statements and Exhibits.
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(d)
Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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PONO
CAPITAL CORP.
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Date:
October 5, 2021
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By:
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/s/
Dustin Shindo
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Dustin
Shindo
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Chief
Executive Officer
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