Current Report Filing (8-k)
10 August 2022 - 11:27PM
Edgar (US Regulatory)
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2022-08-10
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 1.02. Termination of a Material Definitive Agreement.
As
previously disclosed, Pono Capital Corp, a Delaware corporation (“Pono”), entered into Agreement and Plan of Merger,
dated as of March 17, 2022 (the “Business Combination Agreement”), by and among Pono, Pono Merger Sub, Inc., a Delaware
corporation and wholly-owned subsidiary of Pono, Benuvia, Inc., a Delaware corporation (“Benuvia”), Mehana Equity,
LLC, in its capacity as Purchaser Representative, and Shannon Soqui, in his capacity as Seller Representative.
On
August 8, 2022, Pono and Benuvia entered into that certain Termination Agreement (the “Termination Agreement”) pursuant
to which Pono and Benuvia mutually agreed to terminate the Business Combination Agreement pursuant to Section 8.1(a) thereof. Except
as otherwise set forth in the Business Combination Agreement, none of the Contracting Parties shall have any further liability thereunder.
Neither party will be required to pay the other a termination fee as a result of the mutual decision to enter into the Termination Agreement.
The
termination of the Business Combination Agreement also terminates and makes void the Voting and Support Agreements (as defined in the
Business Combination Agreement) and the Purchaser Support Agreement (as defined in the Business Combination Agreement), each of which
were executed concurrently with the Business Combination Agreement.
The
foregoing descriptions of the Business Combination Agreement, the Voting and Support Agreements, and the Purchaser Support Agreement,
are not complete and are qualified in their entirety by reference to and the terms and conditions of, respectively, (i) the Business
Combination Agreement, a copy of which was previously filed as Exhibit 2.1 to Pono’s Current Report on Form 8-K on May 9, 2022,
(ii) the Form of Voting and Support Agreement, a copy of which was previously filed as Exhibit 10.2 to Pono’s Current Report on
Form 8-K on May 9, 2022, (iv) and the Form of Purchaser Support Agreement, a copy of which was previously filed as Exhibit 10.1 to Pono’s
Current Report on Form 8-K on May 9, 2022.
Item 8.01. Other Events.
On
August 10, 2022, Pono issued a press release announcing the termination of the Business Combination Agreement. A copy of the press release
is attached as Exhibit 99.1 hereto 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 |
| |
|
|
| Dated: August 10, 2022 |
|
|
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