Current Report Filing (8-k)
10 August 2022 - 11:27PM
Edgar (US Regulatory)
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2022-08-10
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2022-08-10
2022-08-10
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2022-08-10
2022-08-10
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PONO:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockAtExercisePriceOf11.50PerShareMember
2022-08-10
2022-08-10
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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): August 10, 2022
PONO
CAPITAL CORP
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-40734 |
|
86-2049355 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
643
Ilalo Street, Honolulu, Hawaii 96813
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (808) 892-6611
Not
Applicable
(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:
☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of Each Exchange on Which Registered |
Units, each consisting of
one share of Class A Common Stock, and three-quarters of one Redeemable Warrant. |
|
PONOU |
|
The Nasdaq Stock Market
LLC |
Class A Common Stock, $0.000001
par value per share |
|
PONO |
|
The Nasdaq Stock Market
LLC |
Redeemable Warrants, each
whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share |
|
PONOW |
|
The Nasdaq Stock Market
LLC |
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.
Item 1.01. Entry into a Material Definitive
Agreement.
On July 29, 2022, Pono Capital Corp, a Delaware
corporation (the “Company”), entered into a Private Placement Unit Purchase Agreement, dated August 10, 2022, between
the Company and Mehana Capital LLC (“Mehana Capital”), pursuant to which Mehana Capital purchased an aggregate of
115,000 placement units, each consists of one share of Class A common stock, $0.000001 par value per share, and three-quarters of one
warrant, each whole Placement Warrant entitling the holder thereof to purchase one share of Class A Common Stock at an exercise price
of $11.50 per share (the “Placement Units”), creating proceeds to the Company of $1,150,000 to be deposited into trust
as described below. This description is qualified in its entirety by reference to the full text of the agreement, which is incorporated
by reference herein and filed as Exhibit 10.6.
Item 3.02. Unregistered Sales of Equity
Securities.
Pursuant to the Private Placement Unit Purchase
Agreement, the Company completed the private sale of an aggregate of 115,000 Placement Units at a purchase price of $10.00 per Placement
Unit in a private placement (the “Private Placement”) intended to be exempt from registration under the Securities
Act of 1933, as amended, pursuant to Section 4(a)(2) of the Act. The Placement Units, which were purchased by Mehana Capital, are substantially
similar to the private placement units sold simultaneously with the Company’s initial public offering.
Item
8.01. Other Events.
On
August 10, 2022, the Company issued a press release announcing that it has caused to be deposited $1,150,000 into the Company’s
Trust account for its public stockholders, representing $0.10 per public share, allowing the Company to extend the period of time it
has to consummate its initial business combination by three months from August 13, 2022 to November 11, 2022 (the “Extension”).
The Extension is permitted under the Company’s governing documents.
A
copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
PONO CAPITAL
CORP |
|
|
|
|
By: |
/s/
Dustin Shindo |
|
Name: |
Dustin Shindo |
|
Title: |
Chief Executive Officer |
Date:
August 10, 2022
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